The Securities and Exchange Commission will hold an open meeting Friday to weigh a tailored offering regime for crypto-asset investment contracts. The move comes after the Senate left for recess without advancing the CLARITY Act, leaving the SEC to set digital-asset rules on its own authority.
The session is set for Aug. 14 at 10 a.m. ET. Commissioners would vote to authorize publication of a proposed rulemaking, not adopt a final regime. If they approve, the SEC is expected to release the proposal and supporting fact sheets shortly after. The Sunshine Act notice went up Aug. 10.
TD Cowen analysts called it potentially decisive. Jaret Seiberg, managing director at the bank’s Washington Research Group, wrote that the goal appears to be a distinct disclosure and compliance regime for investment contracts involving crypto assets. “This would be a way to offer these products without having to choose between following an onerous securities regulatory regime or accepting litigation risk,” he wrote.
In practice, that could let a crypto project raise capital through an investment contract without submitting to full securities registration, then exit SEC jurisdiction once the network no longer depends on the sponsor’s managerial efforts. Decrypt, which first reported the proposal’s contours, described the mechanism as an “escape hatch,” relief that kicks in only after control leaves the builders’ hands.
The framework, widely known as “Regulation Crypto,” would mark the SEC’s first formal crypto rulemaking rather than another staff guidance statement. Chair Paul Atkins sketched the approach in March 17 remarks, floating a startup exemption that “could last (say up to four years) and provide developers with a regulatory runway” to reach decentralization. The commission has not disclosed fundraising thresholds or eligibility terms in the notice itself. Those details arrive with the published proposal.
Seiberg said the rulemaking may open with a safe harbor letting a sponsor sell tokens during early network development without those tokens being deemed securities. Projects relying on the exemption could face a whitepaper requirement covering tokens, development roadmap, token economics, governance, developer compensation, risks, and custody, he wrote. The SEC has not confirmed those specifics.
The backdrop: a stalled Congress. The Senate failed to advance the Digital Asset Market Clarity Act before the August recess. Majority Leader John Thune filed a cloture motion to bring the bill to the floor when lawmakers return, now eyed around mid-September. Myriad’s prediction market puts the odds of CLARITY passing this year at 22 percent.
In a July 27 CNBC interview, Atkins said the SEC was “ready, willing, and able to come out with rules” on digital assets if the Senate failed to pass the CLARITY bill. Friday’s meeting is the first concrete step toward making good on that pledge. The commission has moved on other fronts as well. It issued a 68-page joint legal interpretation with the CFTC on March 25 on how securities laws apply to crypto assets and has released staff statements on staking, airdrops, and mining this year.
A formal rule is harder to unwind than the stream of staff statements the SEC has issued this year. A completed Regulation Crypto would sit on the books past any single chair’s term. Legislation, if passed and signed, would be even more durable. But with roughly 36 session days before year-end after the August recess, the calendar is tight.
The SEC did not immediately respond to a request for comment from Cointelegraph. How much authority the commission holds to finalize a crypto regime without congressional action remains unclear, a point Cointelegraph flagged and that the proposal itself will have to navigate.
Sources: Cointelegraph, Decrypt, The Block
