Regulation Crypto Assets: SEC Comment Period Closes as Crypto Rules Advance Without CLARITY Act

The public comment period for the US Securities and Exchange Commission’s proposed Regulation Crypto Assets framework closes on Tuesday, 20 October 2026, moving the agency a step closer to finalising rules that could reshape how token projects raise money in the United States. The proposal has taken on greater significance after Congress failed to pass the CLARITY Act, the market-structure bill the industry had hoped would settle long-running questions about crypto oversight.

Over the 60-day consultation, the SEC gathered about 140 comments from interest groups and individuals, Cointelegraph reported. Many praised the agency’s direction, though some legal experts have warned that rules written by a regulator could prove easier to reverse than an act of Congress.

At the same time, banking regulators are preparing to finalise rules under the GENIUS Act, the 2025 law governing payment stablecoins, with the Office of the Comptroller of the Currency (OCC) signalling that its final rule could arrive before the end of October.

What Is Regulation Crypto Assets?

The SEC proposed Regulation Crypto Assets on 18 August 2026, describing it as a “clear and fit-for-purpose framework for certain investment contracts involving crypto assets”. It builds on a March 2026 interpretation in which the Commission set out how federal securities laws apply to certain crypto assets and transactions.

The proposal has three main parts, according to the SEC’s press release and rule page:

• A startup exemption: a one-time exemption from Securities Act registration allowing offerings of up to US$5 million over a four-year period.
• A fundraising exemption: permitting offerings of up to US$75 million in each 12-month period, with financial statements — audited at certain thresholds — and ongoing reporting requirements.
• An investment contract safe harbor: a conditional safe harbor under which a crypto asset would be deemed not to be subject to an investment contract, and therefore outside the definition of a “security”, once its issuer meets certain conditions.

Under both exemptions, issuers would have to provide principles-based narrative disclosures to investors and would remain subject to the securities laws’ anti-fraud and anti-manipulation provisions. The proposal would also pre-empt state securities registration and qualification requirements for offerings made under the exemptions, as well as certain secondary-market transactions.

How Would the Safe Harbor Work?

The safe harbor is arguably the most consequential element. Under the proposal, if an issuer certifies to the Commission that it has ceased or terminated all the essential managerial efforts it promised to undertake under the investment contract, and satisfies other conditions, the SEC would no longer deem the token to be subject to that investment contract, Chairman Paul Atkins explained in a statement.

In practice, that could give projects a defined route for a token to move from being sold as part of a securities offering to trading as a non-security asset — a question that has been at the centre of many past enforcement disputes. Atkins credited Commissioner Hester Peirce, who first floated a token safe harbor in 2020, with laying much of the groundwork.

“This is common-sense regulation: minimum effective dose, maximum freedom to build, and durable clarity under existing law,” Atkins said when the rules were proposed.

Why Does the CLARITY Act Matter?

The SEC unveiled its proposal just days after the US Senate failed to advance the Digital Asset Market Clarity (CLARITY) Act, Cointelegraph reported in August. The bill was expected to clarify which federal agencies oversee different parts of the crypto market, including the division of responsibilities between the SEC and the Commodity Futures Trading Commission (CFTC).

Atkins has been explicit that rule-making is not a substitute for legislation. “Legislation remains indispensable to enacting ‘future-proofed’ rules of the road that are durable enough to protect the work we are undertaking today from being unwound by a future rogue regulator,” he said in his August statement, adding that the SEC would continue to support Congress in delivering the CLARITY Act.

The legislative calendar is tight. Cointelegraph noted in August that senators had limited days in session before the 3 November midterm elections, with a further window before a new Congress is sworn in in 2027. Whether the bill can be revived after the elections remains uncertain.

Who Has Commented on the Proposal?

Among those submitting comments, the MiCA Crypto Alliance — a group set up to help organisations implement the European Union’s Markets in Crypto-Assets framework — largely supported the SEC’s proposed disclosure changes, while recommending that the agency better define “concepts and data structures specific to crypto assets”, Cointelegraph reported.

SkyBridge Capital founder Anthony Scaramucci also backed the rules, saying they responded to “organic adoption” and “represent a return to the Commission’s proper role”. Six people submitted comments anonymously, according to the report.

Critics and some legal experts have raised a structural concern: because the framework is the product of agency rule-making, a future Commission could revise or repeal it. Cointelegraph also noted that both the SEC and the CFTC remain understaffed at leadership level.

What Happens After the Comment Period Closes?

Once the consultation ends, SEC staff will review the submissions and may recommend changes before the Commission votes on a final rule. There is no fixed date for that vote, and final rules can differ significantly from proposals. Any final rule would also typically include an effective date and compliance period.

The proposal sits alongside other recent SEC moves. Law firm Paul Hastings noted in its crypto policy tracker that the Commission approved a five-year conditional “Innovation Exemption” on 17 September for venues trading tokenised securities, and that the SEC’s trading and markets director, Jamie Selway, described it on 14 October as “a responsible step forward”.

When Will GENIUS Act Stablecoin Rules Arrive?

On the stablecoin front, Comptroller of the Currency Jonathan Gould said on 15 October that the OCC expects to issue its final rule implementing the GENIUS Act “in the very near term”, possibly before the end of October, TokenPost and Paul Hastings reported. In August he had pointed to a November timeframe.

The OCC’s February proposal applies to payment stablecoin issuers under its jurisdiction and covers reserve requirements, redemptions, audits, reporting and supervision. The GENIUS Act became law on 18 July 2025. It takes effect on 18 January 2027 or 120 days after the primary federal stablecoin regulators issue final implementing regulations, whichever comes first, according to TokenPost.

That means an OCC final rule in October could, in principle, start a clock that matters for issuers, banks and exchanges — although other regulators also have rule-making responsibilities under the law.

Are States Coordinating Too?

State regulators are also adjusting. The New York State Department of Financial Services and Wyoming’s Division of Banking announced an agreement, effective 23 September, to coordinate oversight of digital asset activities, including information-sharing and joint examinations where practical, TokenPost reported. Firms licensed in one state for at least three years without enforcement action may qualify for expedited review in the other.

What Does It Mean for Crypto Investors and Projects?

For token issuers, the proposed exemptions could offer a cheaper, more predictable route to raising capital in the US than a full registration, potentially reducing the incentive to launch offshore — one of the SEC’s stated aims. For investors, the disclosure and reporting requirements are intended to provide more consistent information than is typical in token sales today.

But until a final rule is adopted, the framework remains a proposal. Market participants will be watching closely for how the SEC responds to comments, how it treats existing tokens, and whether Congress eventually provides a statutory foundation. Market conditions are also challenging, with the Bitcoin price hovering near US$81,000 amid weak spot demand.

What to Watch

• SEC review of comments: whether staff recommend changes to the US$5 million and US$75 million exemption limits or the safe harbor conditions.
• Final rule vote: timing of any Commission vote, and the compliance period that follows.
• OCC GENIUS Act rule: whether the final rule lands before the end of October, as the Comptroller has signalled.
• CLARITY Act: any attempt to revive the bill after the 3 November midterm elections.
• Agency staffing: leadership vacancies at the SEC and CFTC that could slow rule-making.

This article is for information only and is not legal or investment advice. For more, see our Cryptocurrency News section.

Sources

• Cointelegraph — Market participants weigh in on SEC’s proposed crypto regulations (19 October 2026).
• US Securities and Exchange Commission — SEC Proposes New Regulation Crypto Assets (18 August 2026).
• US Securities and Exchange Commission — Regulation Crypto Assets (File No. S7-2026-27) (21 August 2026).
• US Securities and Exchange Commission — Statement on Regulation Crypto Assets: Fit-for-Purpose Exemptions for Crypto Market Innovation (Paul S. Atkins) (18 August 2026).
• Cointelegraph — SEC proposes new crypto rules in absence of CLARITY Act (18 August 2026).
• TokenPost — Gould Says OCC Could Issue GENIUS Act Rule by October End (19 October 2026).
• Paul Hastings — SEC Approves Binary KPI Options and Addresses Tokenization, OCC Targets GENIUS Act Final Rule by Month-End (19 October 2026).