SEC Regulation Crypto Assets comments close: Nasdaq backs it, community banks want a deposit study

The public comment period on SEC Regulation Crypto Assets, the agency’s proposed offering regime for token issuers, closed on 20 October, and the count of letters depends on who is counting. When Coindaro read the SEC’s comment file S7-2026-27 at about 06:20 UTC on 21 October, it listed 178 entries: 171 public comments, six memos of meetings between outside groups and SEC staff, and one staff entry. Press tallies on 20 October were lower, at about 140 submissions according to TechFlow and a KuCoin news flash, and “more than 100” according to The Block that afternoon. No exact final total has been published by the SEC.

Nasdaq, the Independent Community Bankers of America (ICBA), the Center for Audit Quality and Public Citizen all filed on the last day. Their letters, read in full by Coindaro, do not line up into a simple crypto-against-banks split. Nasdaq supports the framework. The community bank lobby says the SEC should not finalize it without a study of deposit flight. Public Citizen wants it withdrawn.

Several letters announced by their authors on 19 and 20 October, including Ripple’s and the Blockchain Association’s, were not yet posted on the SEC page at that hour. The agency said it would keep receiving comments after the deadline, according to a spokesperson statement relayed on X by journalist Eleanor Terrett and reported by Bloomingbit. That is not a formal extension.

Coindaro already covered the single most discussed letter, from the Hyperliquid Policy Center, in our piece on its five requested changes. This article looks at the rest of the record.

SEC Regulation Crypto Assets in brief: $5 million, $75 million and a safe harbor

The Commission proposed the rule on 18 August 2026 (Release 33-11434), and it appeared in the Federal Register on 21 August, which opened a 60-day comment window. In its press release, the SEC said the regime would offer “clear pathways to raise capital under the federal securities laws”.

The proposal has two exemptions from SEC registration for investment contracts involving crypto assets. A startup exemption allows a one-time raise of up to $5 million over four years. A fundraising exemption allows up to $75 million in each 12-month period, split into two tiers; Tier 1 issuers, raising up to $20 million, would not need audited financial statements. A third piece, the Rule 400 safe harbor, lets an issuer file a Form TR certifying that the investment contract has ended, after which the token is no longer treated as subject to it. State registration would be preempted.

For readers in France and Italy, this is a US fundraising regime for token issuers, not a trading licence. The closest EU parallel is the crypto-asset white paper that issuers publish under MiCA, explained in our guide to the MiCA regulation. Coindaro found no statement from the AMF or Consob on the US proposal.

How many letters: 178 entries on the SEC docket, about 140 in press counts

The SEC page groups its file in six pages of up to 30 entries. Coindaro went through all six. Of the 171 public comments, 43 are dated August, 41 September and 87 October, with 39 filed on the last two days alone (25 on 19 October, 14 on 20 October). Seven are filed as anonymous; TechFlow and KuCoin counted six. Some filers wrote more than once: one individual appears three times, and Ava Labs, Rivetz and Parameter Crypto each filed twice.

Many large names are missing from the SEC page as it stood on the morning of 21 October. There was no letter from SIFMA, Andreessen Horowitz (a16z), Coin Center, the Bank Policy Institute or the American Bankers Association. Coinbase appears only through a memo: staff from Corporation Finance, Trading and Markets, the Division of Economic and Risk Analysis, the Office of Public Affairs and the Crypto Task Force met seven Coinbase representatives on 2 September to discuss the proposal “among other things”. Because posting lags, a missing name does not prove a group did not file.

SIFMA is a case in point. The Block’s 20 October report attributed comments on investor protection to the Wall Street lobby, but its own article left unclear which SIFMA filing it was quoting, and the SEC also had a separate tokenized-stock exemption out for comment at the same time. No SIFMA letter on Regulation Crypto Assets was in the file when Coindaro checked, so this article does not describe SIFMA’s position.

Nasdaq backs the framework, and wants it kept away from stocks

The exchange operator’s letter, signed by chief legal officer John Zecca, calls its overall position “one of support for a tailored framework”. It praises the SEC for using formal notice-and-comment rulemaking rather than orders or guidance, arguing that only a rule gives exchanges and issuers something durable enough to justify multi-year investment.

Its main condition is form neutrality. Nasdaq writes that “a security is a security whether recorded on a transfer agent’s book or on a distributed ledger”. It wants the final release to state in plain terms that company shares, bonds, ETF units and tokenized versions of them can never become “covered investment contracts”. Where a token is economically equal to a listed security, Nasdaq says it should trade only with the issuer’s consent and on venues held to the same rules, a point that echoes the fight over tokenized stocks trading without issuers’ approval.

Nasdaq supports the Rule 400 safe harbor and Form TR, describing a certification backed by a filed analysis as better than pure self-certification. It also asks the SEC to extend the proposal’s inflation indexing of offering limits to every capital-raising threshold in the securities laws, including the accredited investor tests, so that crypto issuers are not the only ones whose limits rise with prices.

Community banks ask for a deposit study before any final rule

The ICBA letter, signed by Brian Laverdure, does not oppose the rule outright. It asks the SEC to show that each crypto-specific exemption rests on a real difference in function or risk, “rather than by the use of blockchain technology alone”, and to publish a supplemental economic analysis, built with the banking regulators, of effects on deposits, bank funding costs and local credit.

The argument runs through stablecoins. More token issuance and trading, ICBA says, means more demand for stablecoin balances funded from community bank accounts. It cites its own model, filed with the OCC and the FDIC on the GENIUS Act, in which up to $1.3 trillion could leave community banks if stablecoins pay yield, cutting lending capacity by about $850 billion. ICBA states plainly that those figures are not an estimate of this rule’s effect. Innovation, it adds, is “not an independent basis for preferential treatment”. Stablecoin rules have their own open file: the Treasury’s GENIUS Act consultation also closed on 20 October.

Crypto firms and their lawyers ask for larger caps and objective exits

On the industry side, the requests are about size and certainty. The Blockchain Association, in a letter reported by KuCoin and TechFlow but not yet on the SEC page, asks for the startup cap to rise to $10 million, excluding airdrops and network rewards, and for the fundraising cap to reach $150 million, with onchain transparency able to replace audited financials. Davis Polk, in a letter the SEC page dates 15 October, wants the $75 million Tier 2 cap removed and asks that using the regime not count as an admission that a token is a security.

The exit from securities status draws the most technical comment. Bitwise Asset Management, which builds funds from crypto assets but issues none, asks for a standard that such “Non-Issuers” can apply “using publicly available information”. Cahill Gordon & Reindel proposes an additional “Independent Participant Safe Harbor”, so that the burden of judging whether an issuer’s promises are still unfulfilled rests with the issuer, not with traders and platforms. Ripple, according to crypto.news, wants the end of an investment contract judged by the issuer’s own promises, without a decentralization test.

Chainalysis, the blockchain analytics firm, goes the other way on disclosure. It wants on-chain verification across all ten disclosure topics in Rule 103 and asks that issuers disclose the addresses controlled by insiders and selling holders, arguing that lockups cannot otherwise be enforced because crypto has no transfer agents. Global Digital Finance, a membership body with members across the US, the UK, the EU and Asia-Pacific, supports principles-based disclosure but says it does not recommend a different dollar limit “without supporting evidence”. Anthony Scaramucci’s SkyBridge Capital, writing on this rule and a companion proposal together, called them “thoughtful, proportionate, and overdue”. The Hyperliquid Policy Center’s letter, covered separately, argued that the safe harbor requires a certification many projects cannot make.

Auditors and a law clinic: keep the audits, fix the details

The Center for Audit Quality, which speaks for US public company auditors, supports letting fundraising issuers be audited under either US GAAS or PCAOB standards. If the SEC adds an assurance requirement for Tier 1, the CAQ wants the same level for both tiers. It also asks that semiannual financial statements filed on Form 1-SC state clearly that no auditor has reviewed them, to avoid an “expectation gap” with Form 10-Q filers.

The Cornell Law Securities Law Clinic, which represents retail investors in upstate New York, concludes that the proposal would be “beneficial overall” to domestic retail investors. It supports the $5 million startup cap and its four-year limit, but asks the SEC to lower the $20 million Tier 1 ceiling “considerably”, so that more token sales fall under the audited Tier 2, and to curb public solicitation under the startup exemption.

The case for withdrawal: Public Citizen, two former insiders and five law professors

Public Citizen’s letter is the bluntest in the file. “We believe crypto is inherently a Ponzi scheme that offers no real utility,” it opens, and it asks the SEC to resume enforcement instead. Its specific objections: the safe harbor gives issuers an exit from federal oversight, the bad-actor bans would ignore misconduct from before the rule takes effect, and state enforcement would be blocked.

John Reed Stark, who spent nearly two decades in the SEC’s Division of Enforcement, and Lee Reiners of Duke filed a 59-page letter on 16 October urging the Commission to withdraw the proposal “in its entirety”. They argue that it exempts the offerings courts found easiest to classify as securities, and that after the Supreme Court’s Loper Bright ruling a court will decide for itself whether the SEC’s exemptive power stretches this far.

A 7 October filing by five securities law professors, including John Coates, a former SEC general counsel, and John Coffee of Columbia, attaches their “Shadow SEC Statement 15”. It asks for the rule to be reproposed, arguing that the case for treating crypto investment contracts differently “has not been made” and that the startup exemption does not require resales to be registered or to fit another exemption such as Rule 144.

Both the professors and Public Citizen tie the rule to Congress. The CLARITY Act, the market structure bill, failed a Senate cloture vote on 15 September. Stark and Reiners cite the Senate roll call, 49 votes to 50, and argue that the Commission “cannot enact by rule what Congress has declined to enact by law”. The Shadow SEC statement and Public Citizen both say four Republicans joined the Democrats against taking the bill up. Our explainer on how the SEC and CFTC are writing crypto rules without the CLARITY Act covers that background.

What the SEC does next, with two commissioners and no timetable

The staff now has to work through the file before the Commission can adopt, revise or withdraw the rule, and a final rule needs a Commission vote. No date has been given, and Coindaro found no statement from Chair Paul Atkins on timing. The law firm White & Case has estimated that a final rule is unlikely before the first quarter of 2027 at the earliest; that is a law firm’s estimate, not an SEC schedule.

Capacity is the other constraint. Commissioner Hester Peirce, who led the Crypto Task Force, left on 2 October, leaving Atkins and Commissioner Mark Uyeda. With fewer than three members, both must be present to act, and a split vote means deadlock, according to a 28 September report carried by Yahoo Finance. No nominee for Peirce’s seat had been named.

For now, the record is still open at the edges. Letters announced on 20 October were missing from the SEC page on the morning of 21 October, and the agency has said it will keep accepting comments. The next public sign of progress would be a final rule on the Commission’s calendar, and none is scheduled.