United States/US/Comparables
United States
SEC, CFTC, FinCEN, federal banking agencies, state (incl. NYDFS)
Regulation Crypto Assets is an offering exemption for covered investment contracts, not a CASP licence and not a stablecoin statute. Read it against GENIUS, the CEA, the BSA and NYDFS — then against MiCA and the UK SI, which regulate the other side of the house.
This file
33-11434
Proposed · comments 20 Oct
Startup
$5M / 4 yr
Fundraising
$75M / 12 mo
Safe harbor
Rule 400
Similar regulation
The statute book
Primary instruments, with the RCA job each one actually does. Links open the official text.
- Proposed
The whole book — Rules 100–500
- In force
Howey wrapping that Rule 100 sits on
- In force
The non-security residual after a CIC separates
- In force
State transmission/issuance overlay RCA does not preempt
- In force
AML floor. Not an offering exemption.
Translation
Rule 100–500 map
| RCA | Peer | Fit | Desk |
|---|---|---|---|
| Rule 100 CIC | Howey + 2026 Interpretation | Analogue | The dictionary. Peers do not use “covered investment contract.” |
| Rule 103 disclosure | S-1 / Reg A / Reg CF / Form 1-A | Partial | RCA writes a CIC-specific 103. Classic forms still exist for digital securities. |
| Rule 200 $5M | Rule 504 / Reg CF | Partial | Dollar rhymes. Website-only, no financials, four-year fuse do not. |
| Rule 300 fundraising | Regulation A | Analogue | The Commission said so. Then it changed the parts of Reg A a CIC cannot use. |
| Rule 400 safe harbor | None at federal level | No analogue | Peirce 2.0 was a speech. This is the first Commission text. |
| Rule 500 preemption | NSMIA §18(b)(3) | Analogue | Blue-sky machine. Does not touch NYDFS BitLicense. |
Analysis
What the file is
Every other page in this comparables file is a peer. This one is the home paper. Regulation Crypto Assets does not licence exchanges, does not authorise custodians, and does not set reserve rules for a fiat-referenced token. Those jobs sit with the CFTC (commodities and derivatives), FinCEN (BSA), the banking agencies, a forthcoming federal stablecoin statute, and the states. An issuer who treats 33-11434 as “the US crypto licence” will mis-file.
What the US file is, relative to MiCA and the UK SI
MiCA is a market-in-crypto-assets statute: issuance plus CASP authorisation plus white papers plus market abuse, with a passport. The UK SI 2026/102 is an FSMA activity perimeter — issuing qualifying stablecoin, safeguarding, operating a platform, dealing, arranging, staking — with a general prohibition on public offers of qualifying cryptoassets and a 25 October 2027 commencement. RCA is narrower and stranger: two Securities Act exemptions for a defined class of investment contracts, a conditional deemed-cessation of that contract, and NSMIA preemption of state securities registration. It is complementary to those statutes, not a translation of them.
What this proves
The Commission has proposed an offering regime for CICs, sitting on the 2026 Interpretation, with a 60-day comment clock.
What it does not prove
That a token is a CIC, that Rule 400 will bind private litigants, or that NYDFS, FinCEN or the CFTC will treat an RCA filing as sufficient for their perimeters.
Research
The record
- Closest structural analogue to Rule 300 is Regulation A — which the Commission refused to amend because Rule 261(c) eligible securities are equity, debt and convertibles, not CICs.
- Closest political analogue to Rule 400 is Commissioner Peirce’s Token Safe Harbor 2.0. The Commission did not adopt a decentralization test or a registration holiday. It adopted a completed-efforts plus Form TR off-ramp.
- GENIUS-style federal stablecoin legislation, if in force, is the US analogue to MiCA Titles III–IV and the HK Stablecoins Ordinance — not to Rule 200.
- Reg CF and Rule 504 remain available. RCA is an additional option. Opt-in is the economic-analysis premise.
Ideation
What to file
- In a comment, name the peer you would actually use instead of RCA if the Commission does not fix RFC 82 (U.S. issuer), RFC 134 (tacit admission) or RFC 400’s private-litigation hole. MiCA notification, a VARA issuance licence, or a Swiss DLT Act ledger-based security are the real substitutes.
- Do not tell the Commission to “copy MiCA.” Tell it which MiCA article does a job RCA left on the floor: CASP custody, white-paper liability, passport. Then say whether that job belongs in this paper or in Project Crypto’s intermediary workstream.
- State overlay: if you are a NYDFS trust company issuing a CIC, say so. The preemption comment is different for you.
Analysis
What the file is
Every other page in this comparables file is a peer. This one is the home paper. Regulation Crypto Assets does not licence exchanges, does not authorise custodians, and does not set reserve rules for a fiat-referenced token. Those jobs sit with the CFTC (commodities and derivatives), FinCEN (BSA), the banking agencies, a forthcoming federal stablecoin statute, and the states. An issuer who treats 33-11434 as “the US crypto licence” will mis-file.
What the US file is, relative to MiCA and the UK SI
MiCA is a market-in-crypto-assets statute: issuance plus CASP authorisation plus white papers plus market abuse, with a passport. The UK SI 2026/102 is an FSMA activity perimeter — issuing qualifying stablecoin, safeguarding, operating a platform, dealing, arranging, staking — with a general prohibition on public offers of qualifying cryptoassets and a 25 October 2027 commencement. RCA is narrower and stranger: two Securities Act exemptions for a defined class of investment contracts, a conditional deemed-cessation of that contract, and NSMIA preemption of state securities registration. It is complementary to those statutes, not a translation of them.
What this proves
The Commission has proposed an offering regime for CICs, sitting on the 2026 Interpretation, with a 60-day comment clock.
What it does not prove
That a token is a CIC, that Rule 400 will bind private litigants, or that NYDFS, FinCEN or the CFTC will treat an RCA filing as sufficient for their perimeters.
Related RCA sections
1. Cover
The proposing release, as filed
7. Definitions
Rule 100 — the dictionary that runs the rest of the book
13. Fundraising
Rules 300–307 — the Regulation A that Regulation A could not be
16. Safe Harbor
Rule 400 — the CIC ends when the promises end
17. Preemption
Rule 500 — qualified purchaser, NSMIA, both tiers, secondaries too
Primary sources on file
SEC Crypto Task Force — policy statements and roundtables
U.S. Securities and Exchange Commission/4 Feb 2025/RCA review 26 Aug 2026
Primary regulatory
CFTC — digital-asset commodities jurisdiction and enforcement
U.S. Commodity Futures Trading Commission/1 Jan 2024/RCA review 2 Aug 2026
Primary regulatory
FinCEN — BSA obligations for money services businesses dealing in convertible virtual currency
Financial Crimes Enforcement Network/18 Mar 2013/RCA review 12 Jul 2026
Primary regulatory
NYDFS BitLicense and limited-purpose trust company regime
New York State Department of Financial Services/24 Jun 2015/RCA review 14 Aug 2026
Primary regulatory
RCA publishes source-linked intelligence for professionals. Nothing here is a token-buying call, a legal opinion, or an “approved / safe / regulated” badge. Every material claim is dated. Incomplete files stay incomplete.