Grayscale Says SEC's Reg Crypto Proposal Could Unlock U.S. Token Issuance
Key Takeaways
- •The SEC proposed Regulation Crypto Assets on August 18, a framework that would let eligible issuers raise capital through token offerings up to fundraising limits, subject to disclosure and eligibility requirements.
- •Grayscale Head of Research Zach Pandl said the framework covers newly issued tokens rather than tokenized equities, and that prior fundraising models such as initial exchange offerings and initial DEX offerings largely took place overseas and excluded U.S. investors.
- •Grayscale said the proposal could substitute for parts of the CLARITY Act, which appears less likely to pass the Senate, while SEC Commissioner Uyeda said the rule partly aims to reduce incentives for issuers to move fundraising offshore.
- •As a proposed rule, Regulation Crypto Assets remains subject to public comment and final adoption before taking effect, and the SEC anticipates an innovation exemption later this year.
- •Grayscale identified Ethereum, Solana, and BNB Chain as networks that could benefit from increased domestic token issuance and greater onchain participation by U.S. issuers and investors.

Grayscale Research says the U.S. Securities and Exchange Commission's proposed Regulation Crypto Assets could clarify the rules for token-based fundraising in the United States, with Ethereum, Solana, and BNB Chain identified as networks that could benefit if clearer rules encourage more domestic token issuance.
The SEC proposed Regulation Crypto Assets on August 18, creating a framework for token-based fundraising. According to Grayscale Research, the proposal could give U.S. entrepreneurs a clearer route to issue tokens, provided they meet eligibility and disclosure requirements. The framework targets newly issued tokens rather than stocks that have already been moved onto blockchains.
The proposal addresses a gap that has existed since the 2017–18 crypto cycle, when startups used initial coin offerings to raise capital while U.S. securities laws offered no clear path for similar token issuances. At the time, the SEC applied existing securities law to token sales through its 2017 DAO Report and subsequent enforcement actions rather than a purpose-built issuance framework. More recent fundraising models, including initial exchange offerings and initial DEX offerings, largely took place overseas and excluded U.S. investors, according to Grayscale Head of Research Zach Pandl.
Under Reg Crypto, eligible issuers would be able to raise capital through token offerings up to fundraising limits, subject to disclosure and eligibility requirements under the proposed framework. That structure echoes long-standing SEC capital-raising exemptions such as Regulation A and Regulation D, which let companies raise funds without a full registration statement provided they meet defined conditions.
Grayscale Links Rules to Blockchain Networks
Pandl said the proposal differs from tokenized equities, which place existing public stocks onto blockchain networks. Instead, Reg Crypto concerns newly issued tokens that can serve as a method of raising capital.
The proposal recognizes that some crypto protocols can become automated and decentralized. In such cases, registration and disclosure requirements may no longer apply, according to Grayscale.
The approach builds on the SEC's March 2026 interpretive guidance on crypto assets. Grayscale said the proposal would provide a tailored regime for token-based fundraising in the United States.
Proposal Comes as CLARITY Act Faces Uncertainty
The proposed rules could substitute for parts of the CLARITY Act, which Grayscale said appears less likely to pass the Senate. SEC Commissioner Uyeda said Reg Crypto partly aims to reduce incentives for issuers to move fundraising activities offshore.
As a proposed rule, Regulation Crypto Assets remains subject to public comment and final adoption before it can take effect, leaving the final terms of the framework still open.
The SEC also anticipates an innovation exemption later this year. Grayscale said the exemption would add another route for crypto projects in the United States.
Grayscale Research identified Ethereum, Solana, and BNB Chain as networks that could benefit from increased token issuance. The firm said more U.S. issuers and investors could come onchain if the rules stimulate fundraising.