The SEC would let a crypto asset leave securities status once its issuer certifies development has ceased

The certification at the center of the safe harbor is where the tradeoff sits. To take a crypto asset out of securities classification, an issuer certifies that it has completed or permanently ceased all the essential managerial efforts it promised investors. It also certifies that it does not intend to make any new promises ^[6]. That is a claim about the future as much as the past. An issuer that still owes holders a development roadmap cannot sign it.

The classification test the certification answers to is already on the record. The SEC put it this way. A non-security crypto asset, the agency explained, "becomes subject to an investment contract when an issuer offers it by inducing an investment of money in a common enterprise with representations or promises to undertake essential managerial efforts from which a purchaser would reasonably expect to derive profits" ^[13]. That language comes from the SEC's March 2026 interpretive release. The release held that digital commodities, digital collectibles and digital tools are not themselves securities, but can become subject to an investment contract depending on how they are offered ^[12].

The two exemptions are sized for different companies. The startup exemption allows $5m over a four-year period ^[4], which averages $1.25m a year; the fundraising exemption's ceiling of $75m in any 12-month period is 60 times that annual average ^[19]. Neither requires full S-1 registration ^[18]. Because the exemptions are non-exclusive, an issuer can combine pathways to avoid traditional registration ^[8], and the Akin Gump lawyers writing up the proposal say issuers should weigh the new exemptions against Regulation D or offshore structures ^[17][15].

None of this is law. The comment period runs for 60 days from publication of the proposing release in the Federal Register ^[9], so the August 18 proposal date does not fix the closing date ^[20]. What a legal team can test this quarter is narrower and more durable than the rule text. The classification test predates the proposal ^[12], so offer documents and public promises can be measured against it now whatever happens to Regulation Crypto Assets. The SEC has said the proposal is aimed at regulatory problems that may have pushed some issuers to do their crypto asset transactions offshore ^[10]. It is proceeding by rulemaking while Congress is still debating comprehensive digital asset legislation ^[11].

Funds and institutional holders have a different question. Akin Gump's memorandum says institutional investors and funds should assess how the framework may affect the regulatory classification, custody treatment and capital requirements attached to their crypto asset holdings ^[16].