Key Takeaways
- • The SEC's public comment period on its proposed Regulation Crypto Assets closed on Tuesday, 20 October 2026, with the proposal still not adopted as a final rule.
- • The Hyperliquid Policy Center supports the proposal but asks the SEC to let tokens distributed under the exemptions trade immediately and outside the registrant framework.
- • AIMA, led by chief executive Jiří Król, seeks a resale safe harbor for bona fide investment funds and asks the SEC to revisit the fixed $75 million annual fundraising ceiling.
- • The proposal offers a $5 million one-time exemption over four years and a $75 million per-12-month exemption, plus a conditional safe harbor from investment contract status.
- • The key open question for token holders is whether the final rule clarifies secondary trading so tokens can launch on exchanges without legal uncertainty.
Summary
The public comment period on the SEC's proposed Regulation Crypto Assets closed on Tuesday, 20 October 2026. The SEC issued the proposal on 18 August and published it in the Federal Register on 21 August under file S7-2026-27. The proposal includes a one-time exemption for raises of up to $5 million over a four-year period and a second exemption for up to $75 million in each 12-month period, with issuers using the second exemption required to provide financial statements and face ongoing reporting. It also offers a conditional safe harbor from "investment contract" status, which SEC Chairman Paul Atkins said would apply once an issuer has completed or permanently ceased its essential managerial efforts. The proposal would further preempt state securities registration for exempt offerings and certain secondary market transactions, and it follows the SEC's March 2026 interpretation of how securities laws apply to certain crypto assets.
The Hyperliquid Policy Center's letter generally supports the proposal and urges its prompt adoption, but warns that several features will not deliver the certainty the Commission intends. Its main requests include addressing secondary transactions directly so that assets distributed under the exemptions can trade immediately and outside the registrant framework; incorporating the SEC's airdrop analysis into the final rule text; allowing use of the safe harbor without a tacit admission of prior investment-contract or issuer status; and folding the Division of Corporation Finance's recent token buyback guidance into the rule, distinguishing programmatic from discretionary buybacks. The group also asks that preemption of state rules be made durable. Founders are particularly concerned that claiming the safe harbor could imply a prior concession that the token was a security.
The Alternative Investment Management Association (AIMA), filing on 20 October under chief executive Jiří Król, supports a proportionate framework but asks the SEC to extend Rule 400 to the Advisers Act and Investment Company Act and coordinate custody requirements, create a resale safe harbor for bona fide investment funds, and set the fundraising ceiling based on project financing needs and compliance costs. That last request targets the fixed $75 million cap, though the letter does not name an alternative figure in its opening sections.
The SEC docket lists several final-day filers, including Nasdaq, the Independent Community Bankers of America, Public Citizen, the Center for Audit Quality, Global Digital Finance, and Pretty Good Policy for Zcash; the substance of their arguments is not covered here. SIFMA is reported to have filed a letter seeking revisions, though that filing has not been confirmed on the docket. The SEC now must weigh the comments before deciding whether to adopt the rule and in what form.
The Hyperliquid Policy Center's letter generally supports the proposal and urges its prompt adoption, but warns that several features will not deliver the certainty the Commission intends. Its main requests include addressing secondary transactions directly so that assets distributed under the exemptions can trade immediately and outside the registrant framework; incorporating the SEC's airdrop analysis into the final rule text; allowing use of the safe harbor without a tacit admission of prior investment-contract or issuer status; and folding the Division of Corporation Finance's recent token buyback guidance into the rule, distinguishing programmatic from discretionary buybacks. The group also asks that preemption of state rules be made durable. Founders are particularly concerned that claiming the safe harbor could imply a prior concession that the token was a security.
The Alternative Investment Management Association (AIMA), filing on 20 October under chief executive Jiří Król, supports a proportionate framework but asks the SEC to extend Rule 400 to the Advisers Act and Investment Company Act and coordinate custody requirements, create a resale safe harbor for bona fide investment funds, and set the fundraising ceiling based on project financing needs and compliance costs. That last request targets the fixed $75 million cap, though the letter does not name an alternative figure in its opening sections.
The SEC docket lists several final-day filers, including Nasdaq, the Independent Community Bankers of America, Public Citizen, the Center for Audit Quality, Global Digital Finance, and Pretty Good Policy for Zcash; the substance of their arguments is not covered here. SIFMA is reported to have filed a letter seeking revisions, though that filing has not been confirmed on the docket. The SEC now must weigh the comments before deciding whether to adopt the rule and in what form.
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