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The UK’s home for tokenised equity. Independent news, insight and resources for founders raising capital, investors deploying it, and the firms supporting both — as the regulation, infrastructure and opportunity converge.

SEC Proposes Regulation Crypto Assets With Two Registration Exemptions While Tokenised Securities Exemption Stays Stalled

  • Writer: Shawn Jhanji
    Shawn Jhanji
  • Aug 19
  • 3 min read
The US Securities and Exchange Commission proposed Regulation Crypto Assets on 18 August, opening a 60 day public comment period on a new framework that would let companies raise money through crypto asset offerings without full Securities Act registration. The move lands only days after the regulator cancelled a planned 14 August vote on a separate, and much watched, tokenised securities innovation exemption, a reminder that not every part of the US crypto rulebook is moving at the same speed. Regulation Crypto Assets creates two new exemptions from Securities Act registration for offerings of covered investment contracts involving crypto assets. A startup exemption would allow raises of up to 5 million dollars, and a separate fundraising exemption would allow up to 75 million dollars, both subject to conditions the SEC will refine during the comment period. It is a narrower, more conventional piece of rulemaking than the tokenised securities exemption that was pulled from the agenda, and it sits closer to existing US crowdfunding and Regulation A frameworks than to the wholesale tokenised equity trading regime that platform builders have been waiting for. The distinction matters for anyone tracking the UK's parallel experiment. The tokenised securities exemption that stalled on 14 August would have given domestic crypto firms a conditional path to issue, custody and trade tokenised equities, money market funds, Treasuries and certain on-chain bond products without full registration, the closer US analogue to what PISCES is attempting through its FCA sandbox. White House officials reportedly intervened over concerns that a unilateral SEC exemption could complicate ongoing congressional negotiation of the Digital Asset Market Clarity Act, while the Securities Industry and Financial Markets Association argued that structural market changes of that scale should go through Congress rather than exemptive relief. Regulation Crypto Assets, by contrast, addresses fundraising limits rather than secondary trading infrastructure, which appears to be why it was able to proceed while the more ambitious proposal was shelved. One detail is particularly relevant to founders and platforms thinking about UK and US models side by side: several outlets reported that tokenised stocks remain constrained by Regulation NMS, the US market structure rule governing best execution and trade-through protection for listed equities, meaning the fundraising exemptions do not on their own resolve how a tokenised US company share would actually trade. The UK has taken a different route with PISCES, building a bespoke intermittent trading venue inside a regulatory sandbox rather than trying to fit tokenised private shares through existing public market execution rules. Both approaches are still being tested, and neither has yet produced a settled answer on custody, trading and investor protection working together at scale. For UK founders and investors, the practical takeaway is that US crypto fundraising rules are moving, but the part most relevant to tokenised equity platforms, the exemption governing how such instruments are custodied and traded, is not. That gap is exactly the space PISCES and its operators are trying to occupy first.

The US Securities and Exchange Commission proposed Regulation Crypto Assets on 18 August, opening a 60 day public comment period on a new framework that would let companies raise money through crypto asset offerings without full Securities Act registration. The move lands only days after the regulator cancelled a planned 14 August vote on a separate, and much watched, tokenised securities innovation exemption, a reminder that not every part of the US crypto rulebook is moving at the same speed.


Regulation Crypto Assets creates two new exemptions from Securities Act registration for offerings of covered investment contracts involving crypto assets. A startup exemption would allow raises of up to 5 million dollars, and a separate fundraising exemption would allow up to 75 million dollars, both subject to conditions the SEC will refine during the comment period. It is a narrower, more conventional piece of rulemaking than the tokenised securities exemption that was pulled from the agenda, and it sits closer to existing US crowdfunding and Regulation A frameworks than to the wholesale tokenised equity trading regime that platform builders have been waiting for.


The distinction is important for anyone tracking the UK's parallel experiment. The tokenised securities exemption that stalled on 14 August would have given domestic crypto firms a conditional path to issue, custody and trade tokenised equities, money market funds, Treasuries and certain on-chain bond products without full registration, the closer US analogue to what PISCES is attempting through its FCA sandbox. White House officials reportedly intervened over concerns that a unilateral SEC exemption could complicate ongoing congressional negotiation of the Digital Asset Market Clarity Act, while the Securities Industry and Financial Markets Association argued that structural market changes of that scale should go through Congress rather than exemptive relief. Regulation Crypto Assets, by contrast, addresses fundraising limits rather than secondary trading infrastructure, which appears to be why it was able to proceed while the more ambitious proposal was shelved.


One detail is particularly relevant to founders and platforms thinking about UK and US models side by side: several outlets reported that tokenised stocks remain constrained by Regulation NMS, the US market structure rule governing best execution and trade-through protection for listed equities, meaning the fundraising exemptions do not on their own resolve how a tokenised US company share would actually trade. The UK has taken a different route with PISCES, building a bespoke intermittent trading venue inside a regulatory sandbox rather than trying to fit tokenised private shares through existing public market execution rules. Both approaches are still being tested, and neither has yet produced a settled answer on custody, trading and investor protection working together at scale.


For UK founders and investors, the practical takeaway is that US crypto fundraising rules are moving, but the part most relevant to tokenised equity platforms, the exemption governing how such instruments are custodied and traded, is not. That gap is exactly the space PISCES and its operators are trying to occupy first.


Key Takeaways


  • The SEC proposed Regulation Crypto Assets on 18 August, creating a 5 million dollar startup exemption and a 75 million dollar fundraising exemption from Securities Act registration for crypto asset offerings.

  • A 60 day public comment period has opened following publication in the Federal Register.

  • The separate tokenised securities innovation exemption, which would have covered custody and trading of tokenised equities, remains stalled after the SEC cancelled its 14 August vote.

  • Tokenised US stocks are still constrained by Regulation NMS, meaning the new fundraising exemptions do not resolve how such shares would trade.

  • The UK's PISCES sandbox is pursuing a structurally different route, building a bespoke private trading venue rather than adapting existing public market execution rules.


This article covers regulatory developments in the United States for context; it is not investment, legal or tax advice.


Sources:


SEC Unveils Crypto Plan as Agency Moves Ahead on Digital Assets, Bloomberg, 18 August 2026 (https://www.bloomberg.com/news/articles/2026-08-18/sec-proposes-some-registration-exemptions-for-crypto-offerings);

U.S. SEC proposes first major crypto rule in surprise announcement, CoinDesk, 18 August 2026;

SEC Proposes Regulation Crypto Assets, Securities Lawyer 101, 19 August 2026 (https://www.securitieslawyer101.com/2026/08/19/sec-regulation-crypto-assets/).

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