Reg Crypto Assets Comment Period Closes With About 140 Letters — and a Request to Start Over

The SEC's comment period on Regulation Crypto Assets closed on October 20 with approximately 140 submissions, including six anonymous filings, according to Crypto Briefing and other reports. The agency has indicated it will keep accepting comments, though it confirmed no formal extension.

What the Proposal Does

The proposed rule (File No. S7-2026-27) was published in the Federal Register on August 21, 2026 as 91 Fed. Reg. 54510. At 146 pages with 149 numbered requests for comment, it consolidates the SEC's crypto asset offering rules into a single part and proposes two things:

Fundraising exemptions. A startup exemption would let qualifying issuers offer up to $5 million over four years without Securities Act registration. A second exemption would cover up to $75 million in a 12-month period, with a $20 million Tier 1. Both require disclosures and ongoing reports; the larger tier faces stricter financial-statement requirements.

A conditional safe harbor. A crypto asset associated with an investment contract could stop being treated as subject to it if the issuer completes or permanently ends the essential managerial work it promised, makes no new promises of that work, and files a transition report on Form TR. Antifraud and antimanipulation laws would continue to apply. Separately, Rule 500 would define certain "qualified purchasers," preempting state registration requirements for offerings and some secondary-market transactions.

What Commenters Said

Named commenters include the Securities Industry and Financial Markets Association (SIFMA), the Alternative Investment Management Association (AIMA), the Hyperliquid Policy Center, and SkyBridge Capital's Anthony Scaramucci.

Scaramucci supported the proposal while asking for clearer safe harbor criteria. The MiCA Crypto Alliance backed the disclosure approach but wanted more detail on the rights attached to crypto assets, technical audits, and the distinction between an investment contract issuer and a crypto asset issuer. Five securities law scholars went further, urging the SEC to re-propose the rule and challenging both the different treatment of crypto investment contracts and the case for principles-based disclosures. Other commenters raised questions about buybacks and what "central party" means. Across the record, reporting highlights safe harbor provisions and exemptions for small token issuers as the main points of debate.

What Happens Next

The SEC has not adopted a final rule, and the exemptions and safe harbor have not taken effect. Reporting describes a review phase expected to run for months; we haven't seen a timeline from the agency. A re-proposal, if the SEC chose one, would restart the comment process. With only two sitting commissioners, Chairman Atkins and Commissioner Uyeda, adoption needs both to agree, and a 1–1 split would stall it (background).

What It Means for RWA Readers

Based on the summaries we reviewed, Regulation Crypto Assets targets crypto asset offerings and investment-contract safe harbors. Tokenized Treasuries, tokenized funds and tokenized stocks are securities under existing law and are being handled through other routes — registered fund structures, no-action letters and the TSV exemption (our regulation guide). The boundary depends on how the rule defines a "crypto asset" in Rule 100, which readers should check in the proposal itself. The relevance is indirect but real: how the SEC resolves when a token is, and stops being, a security shapes the legal environment every tokenization project operates in. Like the TSV exemption, it is an administrative rule, not a statute.

You can read every filed letter on the SEC's public comments page; the live count there may differ from the roughly 140 reported at the deadline.

→ US Tokenization Regulation Guide
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