While the Senate parks the Clarity Act until mid-September, the SEC has put a fundraising rule on the table that does not need a single congressional vote. Regulation Crypto Assets, file S7-2026-27, would create a tailored offering regime for certain investment contracts involving crypto assets. Comments are due 20 October. Polymarket odds on Clarity passing this session have collapsed from about 82% to 16%. Majority Leader John Thune has filed cloture for a 15 September procedural vote, not a passage vote. The Senate returns 14 September with 14 working days and three unresolved disputes still on the bill.
The proposal has two registration exemptions. One would allow offerings of up to $5 million over a four-year period. The other would allow offerings of up to $75 million in each 12-month period, with financial statements and ongoing reporting. Issuers would give principles-based disclosures and would still sit under the antifraud and antimanipulation rules. A separate conditional safe harbor would, if its conditions are met, treat a crypto asset as not subject to an investment contract for the definitions of "security" in the Securities Act and the Exchange Act.
Why the agency moved now
Louis Froelich, a partner at Womble Bond Dickinson, called the filing "a very direct response to the stuttering of the Clarity Act." It is not a green light for every token. It is an attempt to let digital-asset firms raise capital under federal securities law while Congress is out. The House passed Clarity 294 to 134 in July 2025. The Senate Banking Committee advanced it 15 to 9 in May. That is as far as statute has gone. Meanwhile the SEC sent a custody rewrite to White House review on 25 August, FASB proposed treating qualifying stablecoins as cash equivalents, and the OCC is aiming to finalize GENIUS Act issuer rules by November, four months past the statutory deadline.
What issuers should actually do
Read the proposal and file a comment by 20 October if the $5 million or $75 million caps, the disclosure list, or the safe harbor conditions would change how you raise money. Do not treat a proposed exemption as live law. Clarity, if it ever clears cloture, would still sort assets into securities (SEC), digital commodities (CFTC), and stablecoins (GENIUS). Until then, the offering regime the Commission is writing is the path that does not wait on the Senate. For the stablecoin half of that mosaic, see the first wave of GENIUS Act comments.