The U.S. Securities and Exchange Commission’s most consequential crypto rulemaking in years is approaching a pivotal deadline: public comments on its proposed Regulation Crypto Assets close on October 20, just weeks before Commissioner Hester Peirce is scheduled to leave the agency.
The SEC formally proposed the 145-page framework on August 18 and published it in the Federal Register on August 21, triggering a 60-day comment period. The proposal, File No. S7-2026-27, attempts to create a securities-law framework specifically designed for crypto fundraising rather than forcing projects entirely into rules developed for conventional securities.
Its timing has become more significant after the Senate failed on September 15 to advance the CLARITY Act. SEC Chairman Paul Atkins has repeatedly argued that congressional legislation is necessary to make U.S. crypto rules durable, but has said the agency will continue using its existing authority regardless.
Two Exemptions and a Safe Harbor
Regulation Crypto Assets would establish two new exemptions from Securities Act registration requirements for what the SEC calls “covered investment contracts” involving crypto assets.
A startup exemption would permit an issuer to raise up to $5 million during a four-year period. A broader fundraising exemption would allow up to $75 million during each 12-month period, although issuers using it would face additional financial-statement and ongoing reporting requirements.
Both routes would require principles-based disclosures and leave issuers subject to federal antifraud and antimanipulation provisions.
Potentially more important for established crypto networks is the proposed investment-contract safe harbor.
Under the framework, a crypto asset could cease being subject to an investment contract once its issuer has completed or permanently stopped the “essential managerial efforts” it previously represented or promised it would perform, provided the other conditions are satisfied.
The proposal would also preempt certain state securities registration and qualification requirements for exempt offerings and specified secondary-market transactions.
The structure builds directly on the SEC’s March 17 crypto interpretation, which classified digital commodities, digital collectibles, digital tools and qualifying payment stablecoins as categories that are not themselves securities while distinguishing them from tokenized traditional securities.
Peirce Leaves as Rulemaking Moves Forward
The October deadline is particularly notable because Peirce, who chairs the SEC’s Crypto Task Force, will leave the commission in November to become an associate professor at Regent University School of Law.
Peirce has served at the SEC since 2018. Her second term formally expired in June 2025, but federal rules allowed her to remain temporarily after its expiration.
Her influence on the current proposal stretches much further back. In February 2020, Peirce proposed an initial token safe harbor designed to give blockchain networks time to develop without immediately triggering the full securities-registration framework. She released an updated version in 2021.
The SEC’s August proposal does not simply adopt those earlier plans, but Atkins explicitly credited Peirce’s years of work when announcing Regulation Crypto Assets.
Her departure will also shrink the five-seat commission to Chairman Atkins and Commissioner Mark Uyeda unless additional commissioners are confirmed beforehand.
That makes the period following October 20 consequential. SEC staff must review industry, investor and legal comments, determine whether changes are necessary and prepare any final rule for commission consideration.
Regulation Crypto Assets therefore enters its final public-comment phase at an unusual moment: Congress has again failed to deliver comprehensive crypto market-structure legislation, while one of the officials most closely associated with replacing enforcement-driven crypto policy with written rules is preparing to leave the regulator itself.
