The SEC's proposed Regulation Crypto Assets draws its final comments on October 20. Here is what the rule would do, who has weighed in, and what happens once the window closes.
The public comment period on the US Securities and Exchange Commission's proposed "Regulation Crypto Assets" closes on Tuesday, October 20, 2026, ending a 60-day window that began when the rule was published in the Federal Register on August 21. The SEC voted to propose the package on August 18 under File No. S7-2026-27.
What the proposal would do
The plan is a purpose-built offering regime for crypto-asset investment contracts, a category the SEC says it has been trying to place within existing securities law.
- Startup exemption: a one-time path allowing an early-stage project to raise up to $5 million over four years, with principles-based public disclosures rather than audited financial statements.
- Fundraising exemption: a path allowing up to $75 million in each 12-month period, partly modelled on Regulation A. It adds financial statements and ongoing reporting.
- Safe harbor: a way for a token to stop being treated as part of an investment contract once the issuer has completed, or permanently abandoned, the managerial work it promised.
- State preemption: a new "qualified purchaser" definition that would override state registration requirements for offerings made under the exemptions and for some later resales.
Antifraud and anti-manipulation rules would still apply. The release is long, with more than 140 numbered questions for commenters, and it leaves open whether platforms that facilitate secondary trading must register as exchanges, broker-dealers or alternative trading systems.
Who has commented
The comment file has grown steadily as the deadline approached. When CryptoSlate checked on August 27 it showed 31 posted comments, mostly from small firms and individuals. The SEC's listing now spans five pages, with the most recent entries dated October 16.
Recent filers include blockchain company Hedera, Ava Labs, law firm Davis Polk, broker-dealer platform Rialto Markets, the Global Legal Entity Identifier Foundation, and investor Anthony Scaramucci of SkyBridge Capital. A joint letter from five academics, including John Coates and John Coffee Jr., also appears. Staff have logged a meeting memorandum with Auditchain Labs as well. Larger institutions often file close to a deadline or meet staff directly, so the list may still grow.
Main themes in the letters
- Aggregation: whether separate offerings that share infrastructure should count against one $75 million ceiling.
- Disclosure: requests for a clearer EDGAR filing trail and tighter reporting when a token's issuer says its managerial efforts have ended.
- Investor protection: calls for per-investor limits, stronger eligibility tests and resale safeguards for insiders.
- Legal certainty: Hedera, for one, backed the SEC's interpretive approach and asked whether writing it into a formal rule would give issuers firmer footing.
- Non-cash compensation: how to value tokens paid for services to the issuer.
How it fits with Congress and custody
The proposal is one piece of an agency-led agenda taking shape while Congress stalls. The Digital Asset Market Clarity Act, the market-structure bill, failed to clear the Senate in September amid disputes over stablecoin rewards and state preemption. SEC Chairman Paul Atkins has urged lawmakers to pass it but has said the agency will act "with or without that legislation," and he has argued that a statute would stop future regulators from undoing the rules.
On October 1 the Commission added a custody proposal that would let registered advisers and funds self-custody crypto assets in limited cases and use state trust companies as custodians. Together, the two proposals address how crypto projects raise money and how regulated managers hold the assets. Both affect the market for tokens such as Bitcoin and Ethereum mainly indirectly, since the offering rules target new token issuers rather than established networks.
What to watch next
- Late filings and any additional staff meeting memoranda posted to the S7-2026-27 file after the deadline.
- Staff review of the letters, after which the Commission can revise, adopt or withdraw the proposal. The SEC has not set a date for a final rule, and law-firm analysis puts adoption at least several months away.
- The comment window on the custody proposal, which opens for 60 days once it is published in the Federal Register.
- Any renewed Senate floor action on the Clarity Act.
Live token data is on the CryptoWave screener.
