Selling a security to the public in the United States normally requires registering the offering with the Commission, which means a prospectus, audited financial statements and continuing reports. Because that is a large undertaking for a small raise, there is a set of exemptions that reduce the obligation in proportion to the amount raised and to the protections that remain. Regulation D permits unlimited amounts but, in practice, mainly to wealthy “accredited” investors and with little mandated disclosure. Regulation Crowdfunding permits small raises from anyone, through a licensed intermediary. Regulation A permits up to $75 million a year from anyone, with an offering document and, at its upper tier, audited financial statements. Regulation Crypto Assets would add exemptions of this kind for one class of instrument.
Whether something is a security is settled by a test rather than by a list. In 1946, in a case about orange groves in Florida, the Supreme Court held that an investment contract exists where a person invests money in a common enterprise and expects to profit from the efforts of others. The test turns on the arrangement between the parties rather than on the object sold. A grove of orange trees can be sold outright, or sold together with a promise to farm it and remit the proceeds; only the second is a security.
Applying that test to crypto assets raises a question the 1946 case did not. A token is an entry in a database and, by itself, is not an investment in anybody. Where a development team sells tokens alongside a commitment to build the network on which those tokens will be used, the Commission's position is that the commitment is the investment contract. It follows that the arrangement can also come to an end: once the promised work has been completed or abandoned, there may be no continuing efforts of others for a holder to rely on, even though the token itself is unchanged.
Between roughly 2017 and 2024 the Commission addressed token sales largely through enforcement, case by case, rather than through rules written for them. In 2025 it established a Crypto Task Force, which collected several hundred written submissions. In March 2026 it issued an interpretation (Release 33-11412) stating that the crypto asset is not itself the security and that the investment contract surrounding it can cease to exist, and grouping crypto assets into five categories. This proposal is the first set of rules the Commission has written on that basis. It creates a new part 228 and does not amend any existing rule. The release runs to 402 pages and puts 154 numbered questions to commenters. The interpretation has its own comment file, File No. S7-2026-09, which this tracker does not cover. On September 25, 2026 the Division of Corporation Finance issued answers to frequently asked questions on the interpretation; they state the views of the Division’s staff and are not a rule or a statement of the Commission.
The proposal has four main parts. A startup exemption (Rule 200) would permit raises of up to $5 million over four years, with the disclosure published on the issuer's own website; financial statements, an audit and a licensed intermediary are not required, and the issuer may advertise publicly. Tokens distributed rather than sold — airdrops, staking and validator rewards, distributions for using the network — count toward the cap. A fundraising exemption (Rules 300 to 307), modeled on Regulation A, would permit $20 million a year at Tier 1 and $75 million at Tier 2, and would require an offering statement on a new Form 1-CRYPTO, financial statements, and continuing reports on Forms 1-KC (annual), 1-SC (semiannual) and 1-UC (current, filed after one of a specified list of events). Tier 2 financial statements would have to be audited; Tier 1 financial statements would not. Investors who are not accredited may buy under either tier, up to 10 percent of their income or net worth.
The remaining two parts concern what happens afterwards. A safe harbor (Rule 400) would let an issuer file a new Form TR certifying that it has completed, or permanently ceased, the efforts it promised and does not intend to make new ones; on that filing the Commission would treat the investment contract as having ceased to exist, and the asset would no longer be a security. Preemption (Rule 500) would displace State registration requirements for these offerings and for later resales, by treating every purchaser as a “qualified purchaser” within the meaning of the statutory provision that permits such preemption. Antifraud and antimanipulation provisions would continue to apply throughout, and after a Form TR is filed the Commission would retain the ability to contest whether the certification was accurate.
Every letter is read and, for each provision it engages, two values are recorded. Stance is Support, Oppose or Conditional relative to what the Commission proposed: Support accepts the provision as drafted, Conditional accepts it subject to changes, and Oppose rejects it as drafted. Direction is Loosen, Tighten, Clarify or as-proposed. The second axis is the one that separates letters a single scale would merge: on the Tier 2 cap, a request for $150 million and a request for $50 million are both Oppose, and only the direction column tells them apart. Direction is not recorded everywhere — on two provisions the positions form a closed list rather than a scale — and each provision says so where it is listed.
Each letter is read three times, by three Claude raters given different instructions: one reading in good faith and in context, one taking only what the letter says explicitly, and one setting the framing aside to ask what the request would do if granted. All three votes are kept and the label is the majority, so the level of agreement can be measured rather than asserted; it is reported further down this page. Every stance carries a verbatim quote from the letter and every direction call carries its reason, and both are published, letter by letter, on the evidence page.
The coding rules were settled on two pilot batches and then fixed. Every row records the version it was coded under, and whenever the rules have changed, every letter already coded was checked against the new rule in the same pass, so the corpus is never a mixture of old and new readings. Source documents are archived when they arrive, with a checksum, because docket URLs move and documents are replaced. Letters are identified by document number rather than by the name on the docket, and numbering is stable: a late-posted letter takes the next free number rather than renumbering the corpus.
Each letter also carries a Frame, which records where the changes it asks for would be made: in this proposal (on-instrument), in another rulemaking (other rulemaking), in the regulation of trading markets or systemic risk (market structure / systemic risk), or in no particular rule (non-specific). A letter can engage the proposal’s provisions closely and still ask for a remedy outside it, so the two are recorded separately. Frame does not change how any position is coded.
All 249 letters are listed on their own page, searchable and sortable on every column, each one linking to the source document on sec.gov. 223 of them engage at least one provision. By file type: 181 PDF, 66 HTML, 2 DOCX.
Browse all 249 letters → See the evidence behind each one →
A form letter is one row. Its signatory count is shown beside the name rather than repeated as extra rows, so a single drafter's positions are not multiplied through every tally.
| Label | Letters | Share |
|---|---|---|
| Support | 11 | 4% |
| Conditional | 186 | 75% |
| Mixed | 5 | 2% |
| Procedural | 3 | 1% |
| Off-topic | 22 | 9% |
| Oppose | 22 | 9% |
This label is a tally across every provision a letter engages, not a reading of its tone. A letter that supports one provision and opposes another is Mixed; one that accepts the framework and asks for changes to it is Conditional, which is what most letters on this file do. Off-topic means the letter takes no position on this proposal. Each letter’s provision-by-provision calls are on the evidence page.
| Label | Letters | Share |
|---|---|---|
| Loosening | 79 | 32% |
| Mixed-direction | 35 | 14% |
| Clarifying | 18 | 7% |
| As-proposed | 7 | 3% |
| Procedural | 0 | 0% |
| Tightening | 72 | 29% |
| n-a | 38 | 15% |
Stance and direction are separate questions, and this bar answers the second one: what a letter would have the rule require, not whether it is friendly to the proposal. Asking that the startup exemption’s $5 million cap be raised to $10 million is a loosening ask; asking that the disclosure be filed on EDGAR rather than posted on the issuer’s own website is a tightening one. Both are asks on this file. A letter that asks the Commission to loosen one provision and tighten another is Mixed-direction; one that engages no provision where direction is a meaningful dial is shown as n-a rather than left off the bar. Posture is computed from thirteen of the seventeen provisions: P1 and P17 are left out, as are P15 and P16, which carry a closed list of positions rather than a scale, and the whole-letter reading, which is not a provision. The reasons are under the provision list below. To see which passage produced any single call, follow a letter through to the evidence behind each letter.
The same postures as the bar above, split by who filed. Each column is shaded in its own posture’s color and the depth of the shade is that cell’s share within its row, so read across a row and not down a column: the rows have very different sizes.
| Loosening | Mixed-direction | Clarifying | As-proposed | Tightening | n-a | |
|---|---|---|---|---|---|---|
| Individual85 letters | 20 | 4 | 8 | 4 | 23 | 26 |
| Crypto issuer, protocol or foundation36 letters | 24 | 3 | 1 | · | 2 | 6 |
| Technology or infrastructure28 letters | 4 | 5 | 5 | · | 14 | · |
| Trade association or advocacy23 letters | 9 | 8 | 1 | 1 | 4 | · |
| Lawyer or law firm19 letters | 5 | 8 | · | 1 | 4 | 1 |
| Other institutional13 letters | 1 | 2 | 1 | · | 6 | 3 |
| Crypto intermediary11 letters | 6 | 1 | 1 | · | 2 | 1 |
| Crypto investor or venture fund8 letters | 7 | 1 | · | · | · | · |
| Investor-protection advocacy organization6 letters | · | · | · | · | 6 | · |
| Academic researcher, law5 letters | · | 2 | · | · | 3 | · |
| State securities regulator / NASAA / state attorney general4 letters — too few to shade | · | · | · | · | 4 | · |
| Traditional financial institution4 letters — too few to shade | 3 | · | · | 1 | · | · |
| Accountant, audit firm or accounting body3 letters — too few to shade | · | 1 | · | · | 2 | · |
| Academic researcher, finance or economics2 letters — too few to shade | · | · | 1 | · | 1 | · |
| Organized retail campaign2 letters — too few to shade | · | · | · | · | 1 | 1 |
Rows of fewer than 5 letters are shown as plain counts inside a dashed cell rather than shaded, because at one or two letters a dark cell would read as a pattern. On this corpus 10 rows are large enough to shade: individuals (85 letters: 20 loosening, 4 mixed-direction, 8 clarifying, 4 as-proposed, 23 tightening, 26 engaging no in-posture provision); crypto issuers, protocols and foundations (36 letters: 24 loosening, 3 mixed-direction, 1 clarifying, 2 tightening, 6 engaging no in-posture provision); technology or infrastructure providers (28 letters: 4 loosening, 5 mixed-direction, 5 clarifying, 14 tightening); trade association or advocacy (23 letters: 9 loosening, 8 mixed-direction, 1 clarifying, 1 as-proposed, 4 tightening); lawyer or law firm (19 letters: 5 loosening, 8 mixed-direction, 1 as-proposed, 4 tightening, 1 engaging no in-posture provision); other institutional (13 letters: 1 loosening, 2 mixed-direction, 1 clarifying, 6 tightening, 3 engaging no in-posture provision); crypto intermediary (11 letters: 6 loosening, 1 mixed-direction, 1 clarifying, 2 tightening, 1 engaging no in-posture provision); crypto investor or venture fund (8 letters: 7 loosening, 1 mixed-direction); investor-protection advocacy organization (6 letters: 6 tightening); academic researcher, law (5 letters: 2 mixed-direction, 3 tightening). That is a description of who has filed by today, not a claim about why.
The proposal is set out here as seventeen provisions, each one a question the Commission had to decide, followed by an overall reading of each letter (GEN). Click any provision to expand it for what it covers in plain words, where it sits in the release, and the numbered questions attached to it; hover a theme code for its theme. Each bar shows the letters engaging that provision, extending left for those asking the Commission to loosen it and right for those asking it to tighten.
These definitions set the perimeter. A crypto asset falls inside the regime only while a “covered investment contract” attaches to it — the commitment by a team to build something — and these terms determine which assets, which networks and which related persons are inside. Because the definitions decide what the rule reaches, a change to one of them changes which conduct is covered, which is why letters here argue about scope rather than drafting.
What it covers. Definitional scope: crypto asset, covered investment contract, exclusivity prong, associated network/application, related person
Release pages 33-42 · Numbered questions 1, 2, 3, 4, 5, 6, 7, 8, 11 · Coded so far 7 Support · 4 Oppose · 83 Conditional
Tokens distributed rather than sold — airdrops, staking and validator rewards, distributions for using the network — count toward the offering cap. Commenters observe that a project distributing a large share of its supply can reach the cap without having raised a corresponding amount.
What it covers. Airdrops, staking and validator rewards, usage distributions as covered transactions counting against the cap
Release pages 37, 76-79 · Numbered questions 43, 44, 46, 54 · Coded so far 1 Support · 1 Oppose · 44 Conditional
Rule 103(b) names ten topics an issuer must address and leaves the depth of the treatment to the issuer, as scaled disclosure does elsewhere. The question raised is whether naming topics is sufficient or whether the Commission should prescribe form and content. Several letters ask for a different form of disclosure — machine-readable, versioned, evidence-backed — rather than more of it, and on those letters this tracker’s raters have split.
What it covers. Principles-based vs prescriptive disclosure: the ten Rule 103(b) topics, social-media consistency, risk-factor boilerplate
Release pages 49-67 · Numbered questions 26, 27, 28, 29, 30, 31, 33, 36, 100, 101, 102, 103 · Coded so far 16 Support · 10 Oppose · 80 Conditional
Under the startup exemption the issuer publishes its disclosure on its own website. Nothing is filed on EDGAR, and the proposal does not specify how the disclosure must reach an investor before a purchase. Commenters divide on whether disclosure on a website the issuer controls should be treated as equivalent to a filing.
What it covers. Where disclosure lives and how it reaches investors: website-only vs EDGAR; delivery method unspecified
Release pages 66, 89-93 · Numbered questions 32, 59, 64, 65, 66, 67, 68, 69, 88, 89, 90 · Coded so far 3 Support · 6 Oppose · 52 Conditional
Tier 2 financial statements must be audited. Tier 1 financial statements need not be, so an issuer may raise up to $20 million under Tier 1 without providing audited or reviewed statements. Where an audit is required, it may be conducted under either the AICPA’s standards or the PCAOB’s, and the auditor is not required to be PCAOB-registered, so the engagement would not be subject to PCAOB inspection or PCAOB enforcement. The release also identifies an open question in the underlying accounting — when a crypto asset is recognized and when it is derecognized — and leaves it to the FASB.
What it covers. Financial statements, audit and assurance: US GAAP mandate, no Tier 1 assurance at up to $20M, GAAS vs PCAOB standards, no PCAOB registration, FASB deferral
Release pages 136-143 · Numbered questions 104, 105, 106, 107, 108, 109, 110, 111 · Coded so far 7 Support · 11 Oppose · 31 Conditional
The startup exemption: $5 million over four years, once per issuer, counting affiliates. The questions raised are the size of the cap, the length of the window, and how a one-time limit would apply to a team that reorganizes.
What it covers. Startup exemption calibration: $5M cap, four-year runway, one-time-use limit including affiliates
Release pages 79-85 · Numbered questions 47, 51, 52, 53, 56, 57 · Coded so far 12 Support · 12 Oppose · 37 Conditional
The fundraising exemption, modeled on Regulation A: $20 million a year at Tier 1 and $75 million at Tier 2, with sub-caps on affiliates and a 30 percent limit on secondary sales in the first year. Letters argue the caps in both directions, which is why the direction column matters here.
What it covers. Fundraising exemption calibration: two tiers, $20M / $75M caps, affiliate sub-caps, 30% first-year secondary cap
Release pages 107-110 · Numbered questions 75, 76, 77, 78, 79, 80, 82, 83, 84 · Coded so far 5 Support · 12 Oppose · 29 Conditional
Investors who are not accredited may buy under either tier, up to 10 percent of their income or net worth. The Commission put one numbered question to this limit (Question 152) and discusses it in prose elsewhere in the release.
What it covers. Retail access and investment limits: 10%-of-income-or-net-worth cap on non-accredited purchasers, both tiers, no exchange-listing carveout
Release pages 115-118 · Numbered questions 55, 152 · Coded so far 4 Support · 12 Oppose · 15 Conditional
Assets sold under either exemption would not be restricted securities, so an issuer’s insiders and early purchasers could resell immediately: no holding period, and general solicitation is permitted. The release states in a footnote that insiders retain leverage to profit for as long as they control the network, and cites research finding that token offerings with insider lockups fail less often. It proposes disclosure rather than a holding period or a lockup, and declines two commenters’ requests for one.
What it covers. Insider resale: covered investment contracts are not restricted securities; disclosure-only vs holding period vs milestone lockup
Release pages 60-61, 121-128 · Numbered questions 34, 35, 81 · Coded so far 11 Support · 7 Oppose · 30 Conditional
Who may use the regime: an entity, with a majority of US officers or directors, or more than half its assets in the United States. The question commenters press is whether a decentralized organization with no legal entity can satisfy that test, which determines whether a class of projects is inside the regime or outside it.
What it covers. Issuer eligibility and US nexus: entity-only requirement, majority-US officers, >50% US assets; whether a DAO can comply at all
Release pages 110-115 · Numbered questions 48, 49, 50, 60, 85, 86, 87, 97, 121 · Coded so far 6 Support · 9 Oppose · 37 Conditional
The bar on offerings involving persons with certain regulatory or criminal histories, carried over from the existing exemptions, with events before the rule takes effect grandfathered.
What it covers. Bad-actor disqualification, including the grandfather for pre-effective-date events
Release pages 67-71 · Numbered questions 37, 38, 39, 40, 41, 42 · Coded so far 2 Support · 6 Oppose · 15 Conditional
What the issuer files after the offering: Form 1-KC annually, Form 1-SC semiannually and Form 1-UC for current events. The questions raised are whether Tier 1 issuers should report at all, and whether a current report should be triggered by an event affecting the issuer or one affecting the network.
What it covers. Ongoing reporting: Forms 1-KC / 1-SC / 1-UC, extension to Tier 1, issuer-centric vs network-centric current-report triggers
Release pages 152-160 · Numbered questions 116, 117, 118, 119, 120, 122 · Coded so far 0 Support · 1 Oppose · 43 Conditional
The exit. The issuer files a Form TR certifying that it has completed, or permanently ceased, the efforts it promised and does not intend to make new ones. On that filing the Commission would treat the investment contract as having ceased to exist, and the asset would no longer be a security. The determination is permanent, is not subject to third-party verification, and is not tied to a deadline; the certification is accompanied by an analysis the issuer prepares itself. It is the point at which the securities laws would stop applying to the asset.
How requests about maintenance are coded. The release states (pp. 56–58) that once a network or application is functional, services to secure, maintain, improve or enhance it, or to facilitate network effects, are not essential managerial efforts. The Division of Corporation Finance’s staff FAQ 2.3 of September 25, 2026 cites that passage. A letter asking the Commission to say so, including in the rule text, is coded Clarify. It is coded Loosen only where it asks for more: the same treatment before the system is functional, for upgrade or migration authority the issuer keeps, or under a different definition of “functional”. Until September 26, 2026, such requests were coded Loosen. When the rule changed, every P13 letter was checked against it, and the direction recorded for letters 50 (now Tighten), 64 and 72 (now Clarify) changed.
How requests for a functionality or decentralization test are coded. Direction on this provision follows whether the way out of the investment contract becomes easier or harder to use. A letter that makes such a test a required condition of the exit is coded Tighten; one that offers it as another way out is coded Loosen. Where a letter asks that functionality or decentralization count toward ending the contract without saying which, it is coded as another way out, Loosen. This rule was adopted on October 17, 2026, when a third letter left the question open; it changed no letter’s recorded direction.
What it covers. The safe harbor and the exit test: effort-and-intent vs decentralization/functionality, fulfillment-only vs abandonment, self-certification, permanence, silence on antifraud
Release pages 162-170 · Numbered questions 62, 124, 125, 126, 127, 128, 129, 130, 131, 132, 133, 134, 135 · Coded so far 7 Support · 15 Oppose · 141 Conditional
Securities offerings are regulated by the States as well as by the Commission. The proposal would displace State registration requirements for these offerings and for later resales, using the statutory provision that permits preemption for sales to “qualified purchasers” and defining every purchaser as one. Preemption would lapse if the issuer fell behind on its filings; the release notes that a buyer in the secondary market may not be able to determine independently whether that has happened.
What it covers. State preemption: every purchaser deemed qualified, both tiers, secondary transactions, preemption switching off with issuer compliance
Release pages 170-183 · Numbered questions 136, 137, 138, 139, 140, 141, 142, 143, 144 · Coded so far 13 Support · 16 Oppose · 56 Conditional
How the rule operates: the Rule 100 definitions and currency conversion, the provision on insignificant deviations, and how non-cash consideration is valued. Letters here mostly ask for definitional precision, which is why Clarify dominates the column. These provisions concern how the rule works rather than what it requires, so they are left out of the Posture chart.
What it covers. General provisions and mechanics: Rule 100 definitions and currency conversion, Rule 101(d) insignificant deviation, valuation standards for non-cash consideration
Release pages 33-48, 71-75 · Coded so far 2 Support · 1 Oppose · 72 Conditional
224 of the 226 letters read here take a position on the proposal; the rest address something other than it.
Not a provision of the rule. This is the letter’s position on the proposal as a whole, read from its opening thesis and its closing ask. A warm opening does not by itself make a letter Support: asking for a change is what decides it. It carries a stance and no direction, because Posture already summarizes which way a letter would move the rule.
What it covers. General / whole-proposal direction, read from the opening thesis and closing ask
Coded so far 8 Support · 22 Oppose · 194 Conditional
Not a dial. This provision uses a closed code list and never gets a two-sided bar. 48 letters engage it; a letter may carry more than one code, so the column can sum above that.
| Position | Letters |
|---|---|
| Authority challenged | 17 |
| Authority defended | 23 |
| Defer to Congress | 11 |
| Procedural objection | 12 |
Whether the Commission has authority to adopt these rules: the authority cited for the exit rule, the reading of Securities Act section 18(b)(3) that supports the preemption, and whether the question is one for Congress. Recorded as a closed list of positions rather than a direction, because “more” and “less” do not describe an argument about authority.
What it covers. Commission authority and the legislative question: missing authority citation for Rule 400, the 18(b)(3) reading and Lindeen, Rule 102 direct-to-final, EO 14215, defer-to-Congress
Release pages 48, 103, 163-176, 184 · Numbered questions 22
Not a dial. This provision uses a closed code list and never gets a two-sided bar. 29 letters engage it; a letter may carry more than one code, so the column can sum above that.
| Position | Letters |
|---|---|
| Costs understated | 19 |
| Benefits overstated | 11 |
| Baseline unreliable | 6 |
| Analysis adequate | 1 |
The Commission estimates the annualized cost of the proposal at $42.8 million and states that it is unable to estimate the annualized benefit. Letters engaging this provision address that estimate, the count of issuers it rests on, and its use of data from 1993 to 2017. Also a closed code list rather than a direction.
What it covers. Adequacy of the economic analysis: $42.8M annualized cost against zero monetized benefit, the 636-issuer baseline, 1993-2017 data vintage, the 5%-25% illiquidity discount
Release pages 184-280 · Numbered questions 145, 146, 147, 148, 149, 150, 151, 153, 154
Two provisions carry a bar but are marked outside Posture. P1 defines what the rule reaches and P17 governs how it operates; neither sets the level of obligation the rule imposes, so including them in a single loosen-or-tighten summary would mix two different questions. Below the bars sit the three entries that are not two-sided at all: GEN, which is each letter’s reading of the proposal as a whole, and P15 and P16, where a position on the Commission’s authority or on its economic analysis is one of a fixed set rather than a point on a scale.
Every provision is read three times, by raters with different postures — one reading in good faith and in context, one taking only what the letter says explicitly, and one discounting the framing to ask what the request would actually do. All three votes are kept and the label is the majority. This is where they parted company.
55 of 1210 stance calls were split (5 percent), and 193 of 984 direction calls (20 percent). No split is hidden: the majority label the rest of this page counts is the one shown here.
One dot per coded row, hollow where the raters split. A single row can split on stance and on direction at once, which is why the counts on the right can exceed the hollow dots beside them.
| Provision | Rows coded | Agreement | Where they split | |
|---|---|---|---|---|
| P13 | The safe harbor and the exit test | 163 | 5 stance · 36 direction — letters 50, 54, 60, 64, 72, 81, 86, 87, 88, 92, 103, 114, 115, 118, 129, 131, 133, 139, 146, 150, 154, 155, 157, 158, 160, 167, 174, 175, 182, 187, 213, 216, 217, 218, 223, 232, 233, 241, 248 | |
| P3 | Principles-based vs prescriptive disclosure | 106 | 4 stance · 28 direction — letters 10, 14, 23, 34, 65, 92, 113, 119, 122, 129, 131, 138, 140, 145, 148, 154, 168, 181, 186, 187, 193, 199, 201, 206, 207, 208, 213, 218, 230 | |
| P1 | Definitional scope | 94 | 3 stance · 29 direction — letters 35, 70, 94, 99, 100, 108, 112, 123, 126, 133, 137, 139, 142, 145, 167, 168, 175, 178, 182, 186, 193, 197, 212, 218, 231, 232, 235, 239, 240, 242, 243 | |
| P17 | General provisions and mechanics | 75 | 1 stance · 25 direction — letters 85, 89, 95, 121, 136, 141, 144, 149, 164, 166, 167, 174, 175, 176, 193, 196, 197, 199, 204, 213, 214, 224, 229, 233, 244 | |
| GEN | General / whole-proposal direction | 226 | 22 stance — letters 51, 65, 68, 76, 93, 108, 113, 115, 130, 131, 137, 148, 156, 160, 163, 181, 189, 215, 222, 228, 235, 236 | |
| P14 | State preemption | 85 | 5 stance · 11 direction — letters 31, 63, 89, 108, 174, 197, 201, 205, 207, 208, 227, 235, 241 | |
| P10 | Issuer eligibility and US nexus | 52 | 4 stance · 10 direction — letters 18, 34, 49, 92, 112, 119, 137, 139, 140, 144, 154, 193, 235, 238 | |
| P4 | Where disclosure lives, and how it reaches investors | 61 | 1 stance · 10 direction — letters 21, 50, 84, 90, 101, 166, 193, 200, 206, 230, 238 | |
| P12 | Ongoing reporting | 44 | 10 direction — letters 18, 101, 140, 167, 169, 193, 216, 223, 225, 232 | |
| P9 | Insider resale | 48 | 2 stance · 7 direction — letters 73, 79, 89, 149, 229, 230, 232 | |
| P2 | Airdrops, staking and usage rewards | 46 | 1 stance · 7 direction — letters 27, 84, 116, 123, 166, 182, 217, 225 | |
| P5 | Financial statements, audit and assurance | 49 | 5 stance · 2 direction — letters 50, 64, 101, 103, 206, 218, 232 | |
| P6 | Startup exemption calibration | 61 | 6 direction — letters 55, 108, 139, 224, 229, 233 | |
| P8 | Retail access and investment limits | 31 | 1 stance · 5 direction — letters 70, 84, 154, 206, 218 | |
| P11 | Bad-actor disqualification | 23 | 5 direction — letters 18, 66, 119, 121, 199 | |
| P7 | Fundraising exemption calibration | 46 | 1 stance · 2 direction — letters 14, 233, 243 | |
| P15 | Commission authority and the legislative question | 48 | unanimous throughout | |
| P16 | Adequacy of the economic analysis | 29 | unanimous throughout |
P13 carries the most split calls, 41. Two kinds of split recur. On P3 and P4, the disclosure provisions, they include letters asking for a different form of disclosure — machine-readable, versioned, evidence-backed — rather than more of it, or for disclosure that would also give someone a defense; the rule that more prescription is a tightening does not cleanly settle either. On P13, the safe harbor, they include letters that add to what the exit filing must contain while making the exit easier to reach; the rule that direction follows whether the exit becomes more or less available does not settle which effect governs. A second P13 seam, a factor asked to count toward the exit without saying whether it is an added condition or an alternative route, has had a written convention since October 17, 2026: it is read as a route. The two remaining seams are recorded as conventions still to write rather than smoothed over.
| Theme | Provisions | Engaged | Loosen | Tighten |
|---|---|---|---|---|
| T1 Perimeter | P1, P2 | 140 | 96 | 7 |
| T2 Disclosure | P3, P4, P5 | 216 | 29 | 131 |
| T3 Offering terms | P6, P7, P8, P9, P10, P11 | 261 | 101 | 93 |
| T4 Ongoing and exit | P12, P13 | 207 | 80 | 77 |
| T5 Federalism | P14, P15 | 133 | 39 | 22 |
| T6 Economics | P16 | 29 | 0 | 0 |
| T7 Mechanics | P17 | 75 | 40 | 8 |
| Overall | GEN | 226 | 0 | 0 |
Every cell is one of the Commission’s numbered questions; hover or tab to one to read it in full and see how many letters have answered it. Shading is how many letters. 6 of 154 have no answer on the file yet. One subject draws a single numbered question: Commission authority and the legislative question (Question 22).
A proposing release sets out the alternatives the Commission considered and did not adopt, and its reasons. This one lists 13; the italicized line under each title is the release’s own description of the alternative. They are tracked separately because a letter asking for one of them is asking the Commission to revisit a choice already on the record with a stated reason, rather than raising something the release does not address.
10 of the 13 have been endorsed by at least one letter so far.
| # | Alternative | Provision | Release | Figures named | Endorsed by |
|---|---|---|---|---|---|
| 1 | General Rules · Use More Prescriptive Disclosure Requirements We could have proposed more prescriptive disclosure requirements instead. | P3 | p.265 | 0 | |
| 2 | General Rules · Restricted Securities Alternatively, we could have proposed that covered investment contracts offered and sold under these exemptions would be restricted securities. | P9 | p.266 | 3 | |
| 3 | General Rules · Related Person Holdings Alternatively, we could have proposed, as a condition to an issuer relying on the startup exemption or the fundraising exemption, that the issuer implement policies and procedures reasonably designed to ensure that a minimum period (e.g., one year) elapses… | P9 | p.267 | 4 | |
| 4 | General Rules · Disqualification Provisions As an alternative, we could have specified that pre-existing events are subject to the disqualification rules. | P11 | p.269 | five years | 1 |
| 5 | Startup · Time Period As an alternative, we could have proposed that the exemption be available without any time period attached. | P6 | p.270 | five years; four years; three years; two years | 1 |
| 6 | Startup · Offering Limits As an alternative to the proposed offering limit, we could have made the offering limit larger, such as $10 million. | P6 | p.271 | $1 million; $10 million; $5 million | 5 |
| 7 | Startup · No Capital Raising As an alternative, we could have proposed the startup exemption without the possibility of raising capital. | P6 | p.272 | $5 million | 0 |
| 8 | Fundraising · Levels of Periodic Reporting for Tier 1 Offerings versus Tier 2 Alternatively, we could have proposed ongoing reporting only for issuers who raise capital via Tier 2 offerings (as in Regulation A). | P12 | p.273 | 0 | |
| 9 | Fundraising · Offering Limits Alternatively, we could have set a lower or higher offering limit for Tier 2 offerings. | P7 | p.274 | $150 million; $50 million; $75 million | 2 |
| 10 | Safe Harbor · Time Limit As an alternative, the Commission could propose a time limit from the date of issuance, such as that used in the proposed startup exemption. | P13 | p.275 | 2 | |
| 11 | Safe Harbor · Network Decentralization and Functionality Requirements As an alternative, we could have proposed, as a condition in Rule 400(a), a requirement that the subject crypto asset has sufficient functionality and the associated crypto network or associated crypto application has become sufficiently decentralized… | P13 | p.275 | 5 | |
| 12 | Preemption · No preemption of State registration we could have proposed that the initial sales and resales of covered investment contracts not be exempt from State securities laws registration and qualification requirements. | P14 | p.277 | 1 | |
| 13 | Preemption · Preemption of primary sales only, or resales only As another alternative, we could have proposed preemption of State securities laws registration and qualification requirements only for the initial sales or only the resales of covered investment contracts under Regulation Crypto Assets. | P14 | p.277 | 2 |
A letter asking for a $50 million Tier 2 cap is endorsing Alternative 9 with that figure, rather than proposing a separate alternative of its own; where the release named the figures it considered, they are in the “Figures named” column. On three of these the Commission floated several figures or periods for the same choice, so a reader counting each figure as its own alternative will arrive at seventeen rather than thirteen. This table counts the choice, because that is what a letter argues about. Endorsements are counted from the letter, not from whether it cites the alternative by number — almost none of them do. A separate list of four significant alternatives appears in the Regulatory Flexibility analysis at p. 316; those are the statutory categories about burden on small entities, not design choices for this rule, and they are not tracked here.
Before writing this proposal the Commission gathered views in the open. In 2025 it set up a Crypto Task Force, a staff-led effort to collect input on how the securities laws should apply to crypto assets, and it drew several hundred written submissions from companies, law firms, audit firms, trade bodies and academics. That record is not a rulemaking comment file and carries no legal weight of its own, but the proposing release cites it throughout and states what many of these organizations previously asked for.
That makes something possible here that a comment file alone does not support. Where the release records what an organization asked for before, and that organization files again on this proposal, its new letter can be read against its own earlier position and coded consistent, escalated or retreated. The table below lists the organizations the release names, how often it names each, and whether anything has arrived from them on this file yet.
| Entity | Bucket | Times named in the release | Filed here | Prior input |
|---|---|---|---|---|
| a16z | Crypto investor or venture fund | 18 | Letter 216, 2026-10-20 | |
| AIMA | Trade association or advocacy - industry | 12 | Letter 139, 2026-10-19 | |
| Coinbase | Crypto intermediary | 11 | Letter 208, 2026-10-20 | |
| CrowdCheck Law | Legal practitioner or law firm | 10 | not yet | |
| CfPA | Trade association or advocacy - industry | 7 | Letter 221, 2026-10-20 | |
| The Digital Chamber | Trade association or advocacy - industry | 7 | Letter 199, 2026-10-20 | |
| GDCA | Trade association or advocacy - industry | 6 | not yet | |
| SIFMA | Trade association or advocacy - industry | 5 | Letter 197, 2026-10-20 | |
| Anderson P.C. | Legal practitioner or law firm | 4 | not yet | |
| Broadridge | Traditional financial institution or market infrastructure | 4 | not yet | |
| Nasdaq | Traditional financial institution or market infrastructure | 4 | Letter 160, 2026-10-20 | consistent |
| Cardano Foundation | Crypto issuer / protocol / foundation | 3 | Letter 203, 2026-10-20 (co-signed) | |
| CoinList | Crypto intermediary | 2 | Letter 171, 2026-10-20 | consistent |
| DeFi Education Fund | Trade association or advocacy - industry | 2 | Letter 214, 2026-10-20 | |
| Figure Markets | Crypto intermediary | 2 | not yet | |
| Kiln | Crypto issuer / protocol / foundation | 2 | not yet | |
| PwC | Accountant, audit firm or accounting body | 2 | not yet | |
| AICPA | Accountant, audit firm or accounting body | 1 | not yet | |
| Ava Labs | Crypto issuer / protocol / foundation | 1 | Letter 57, 2026-09-15 | |
| Crypto Council for Innovation | Trade association or advocacy - industry | 1 | Letter 218, 2026-10-20 | |
| DealMaker | Crypto intermediary | 1 | not yet | |
| Decentralization Research Center | Trade association or advocacy - industry | 1 | Letter 229, 2026-10-20 | |
| Deloitte | Accountant, audit firm or accounting body | 1 | not yet | |
| Edward Lee | Academic researcher - law | 1 | not yet | |
| GUARDD | Crypto intermediary | 1 | Letter 149, 2026-10-19 | consistent |
| Healthy Markets Association | Investor-protection advocacy organization | 1 | not yet | |
| Lee Reiners | Academic researcher - law | 1 | Letter 125, 2026-10-16 | consistent |
| OpenZeppelin | Crypto issuer / protocol / foundation | 1 | not yet | |
| Perkins Coie | Legal practitioner or law firm | 1 | not yet | |
| Blockchain Research Lab | Academic researcher - finance, accounting or economics | 0 | not yet | |
| Consensys | Crypto issuer / protocol / foundation | 0 | not yet | |
| Dragonchain | Crypto issuer / protocol / foundation | 0 | not yet | |
| Ethena | Crypto issuer / protocol / foundation | 0 | not yet | |
| Foley & Lardner | Legal practitioner or law firm | 0 | not yet | |
| Hedera | Crypto issuer / protocol / foundation | 0 | Letter 100, 2026-10-07 | |
| Hiro | Crypto issuer / protocol / foundation | 0 | not yet | |
| Injective | Crypto issuer / protocol / foundation | 0 | not yet | |
| J.W. Verret | Academic researcher - law | 0 | not yet | |
| Jump Crypto | Crypto investor or venture fund | 0 | not yet | |
| L. Trautman | Academic researcher - law | 0 | not yet | |
| LeXpunK | Legal practitioner or law firm | 0 | not yet | |
| NSCP | Trade association or advocacy - industry | 0 | not yet | |
| Plume | Crypto issuer / protocol / foundation | 0 | not yet | |
| Polsinelli | Legal practitioner or law firm | 0 | not yet | |
| Ripple | Crypto issuer / protocol / foundation | 0 | Letter 190, 2026-10-20 | |
| tZero | Crypto intermediary | 0 | not yet |
The comment file carries 7 memoranda recording meetings between Commission staff and outside parties about this proposal, between 2026-08-19 and 2026-11-02. A memorandum of this kind records who attended and states that the proposal was discussed. It does not record what was said, what was asked for, or what was provided, and none of these carries an attachment. They are not classified and take no part in any count elsewhere on this page. 5 of the seven memoranda introduce their rosters with the word "including", so the counts in the table are of people named in the memorandum rather than everyone who attended.
2 of the six outside parties have a comment letter on this file. The proposing release names Coinbase (11 mentions) and The Digital Chamber (7 mentions); the Task Force table above lists every organization it names.
| Meeting | Outside party | People named | Commission units named | Staff named | Filed here |
|---|---|---|---|---|---|
| 2026-08-19 | The Digital ChamberPDF Annemarie Tierney; Zuhren Mazhar | 2 | Corporation Finance 6 · Crypto Task Force 2 · Public Affairs 1 | 9 | not yet |
| 2026-08-26 | Digital Asset, Inc. (Canton Network)PDF Manoj Ramia; Kelly Mathieson; Julie Lascar | 3 | Corporation Finance 6 · Crypto Task Force 2 | 8 | not yet |
| 2026-09-02 | CoinbasePDF Clay Maffett; Matt Kimber; Max Eichenberger; Benjamin Lambert; Scott Bauguess; Luca Marquard; Zach Fallon | 7 | Corporation Finance 8 · Crypto Task Force 4 · Trading and Markets 3 · Economic and Risk Analysis 3 · Public Affairs 1 | 19 | not yet |
| 2026-09-15 | Principal Traders GroupPDF DRW Holdings, LLC (Graham Harper); Cumberland DRW LLC (Sean Batson); Jump Operations, LLC (Daniel Gerhardstein, Robert Baldwin); Optiver Holding B.V. (Matt Mackenzie) | 5 | Crypto Task Force 6 · Corporation Finance 1 · Trading and Markets 1 | 8 | not yet |
| 2026-09-23 | The Digital ChamberPDF Annemarie Tierney; Thania Charmani | 2 | Corporation Finance 7 · Crypto Task Force 1 · Public Affairs 1 | 9 | not yet |
| 2026-10-14 | Auditchain Labs AGPDF Jason Meyers; Fuad Begic; Tom Egan | 3 | Corporation Finance 4 · Economic and Risk Analysis 6 | 10 | letter 136 |
| 2026-11-02 | Andreas ParkPDF Andreas Park, Professor, University of Toronto | 1 | Economic and Risk Analysis 1 | 1 | letter 239 |