The U.S. Securities and Exchange Commission is moving closer to its first purpose-built federal securities framework for crypto fundraising. Regulation Crypto Assets, approved by the SEC on August 18 and published in the Federal Register on August 21, faces an October 20 public-comment deadline under File Number S7-2026-27.
The proposal includes two tailored fundraising exemptions. The “startup exemption” would allow issuers to sell up to $5 million of covered investment contracts over four years without registering under the Securities Act. A larger “fundraising exemption” would permit offerings of up to $75 million during each 12-month period, with additional financial statement and ongoing reporting obligations. Both routes retain federal antifraud and antimanipulation provisions and would preempt state registration requirements for qualifying offerings.
Perhaps more consequential is the proposed investment-contract safe harbor. Issuers could certify to the SEC that they have completed or permanently ceased all “essential managerial efforts” promised to investors. If conditions are met, the crypto asset would no longer be considered part of an investment contract under Securities Act and Exchange Act definitions. Commissioner Hester Peirce described this as allowing issuers to “delink” a crypto asset from the investment contract with which it was previously associated.
Separately, the SEC published a proposed rulemaking on September 1 to modernize transfer-agent systems for blockchain records. Existing transfer-agent rules have not been substantially updated since the late 1970s and early 1980s. Under the plan, transfer agents could use electronic communications and blockchain technology for securities offerings and share transfers. SEC Chair Paul Atkins said the update would account for current transfer-agent operations, including blockchain use. Public comments remain open for 60 days after Federal Register publication.
Bitget Research Chief Analyst Ryan Lee told crypto.news that the transfer-agent proposal addresses the official record showing who legally owns each share, rather than the legal status of tokenized shares themselves. Most offshore tokenized stock products give investors price exposure through synthetic or custodial structures, with a platform holding the underlying security. Connecting a token to an authoritative transfer-agent register could allow legal ownership to appear on the same official record used for conventional shares. However, Lee cautioned that adoption would not automatically make a token the underlying security or grant voting and dividend rights.
Bitget recorded $1.16 billion in tokenized-stock trading volume between June 2 and July 19, with non-crypto assets accounting for about 20% of total volume. Lee noted activity centered on semiconductor and technology companies. He said cross-border interoperability would require regulators to recognize that a token representing a US-registered security remains the same security offshore, plus common settlement and registry layers. The planned $4.2 billion Bullish acquisition of transfer agent Equiniti, announced in May, is one sign of investment in registry infrastructure.
For crypto issuers and tokenization platforms, the October 20 deadline is the industry’s final scheduled opportunity to influence rules that could reshape crypto fundraising and the securities plumbing behind tokenized shares.
