The words that would actually be in the CFR

Statutory authority is claimed under Securities Act sections 3(b), 18, 19(a) and 28, and Exchange Act sections 3(b), 12, 13, 15, 23(a) and 36. Section 28 is the exemption hook. Section 18 is the NSMIA hook. Exchange Act 36 is the exemptive backstop for the Rule 400 definitional move. A comment that the Commission lacks authority is a section 28 / section 18 comment, and it has to beat the case law on both.

Delegations — who actually runs this

New 200.30-1(n) delegates to the Director of Corporation Finance: (1) Rule 104 waiver applications, (2) determining the date and time of qualification of offering statements and amendments under 228.302(e), (3) consenting to withdrawal or declaring abandonment under 228.307, and (4) denying a transition-report filing under 228.307. Rule 431(e)(3) is revised so Commission review of delegated qualification includes the new (n)(2). Practically: Corp Fin, not the Commission, will qualify 1-CRYPTOs, grant bad-actor waivers, and police TRs. The first year of this regime is a Division operating procedure problem.

Part 228, in the order a closing binder uses it

• § 228.100 — ten definitions plus the Rule 405 residual. CIC, crypto asset, related person, covered transaction, aggregate offering price.
• § 228.101 — non-exclusive, Rule 152 integration, EDGAR, insignificant deviations, 1 unit = 1 token.
• § 228.102 — CPI-U inflation, ≥ every five years.
• § 228.103 — the five 103(a) principles and the ten 103(b) topics. This is the disclosure constitution.
• § 228.104 — 262 disqualification, pre-effective events disclosed not disqualifying.
• § 228.200 — startup exemption, six conditions, NOR / website / TR.
• § 228.300–.307 — fundraising: tiers, eligibility, offers and sales, qualification, TTW, continuous, reporting, suspension, withdrawal.
• § 228.400 — two-part safe harbor plus Form TR.
• § 228.500 — qualified purchaser.

The form appendices (A–F) are the operational truth of Items, exhibits and checkboxes. A comment that cites only the preamble’s description of Form 1-CRYPTO will lose to a comment that cites Appendix A Item 13. Read the appendices. They are the last fifty pages for a reason.

• List of subjects: parts 200 and 201 (organization, delegations, rules of practice); parts 228, 230, 239 (securities, reporting); part 232 (electronic filing).
• Rule 175 conforming amendment (not excerpted at length in the briefing pages we walked) is the forward-looking-statement safe harbor being extended to RCA filings. Confirm in the text before you rely on it in a 103(b)(5) plan-of-development paragraph.
• Regulation S-T 232.101(a)(1)(xxxix) is the EDGAR on-ramp. XML schemas will ship in a later EDGAR release, not in this proposing release. That lag is a delayed-effectiveness comment.

• File a redline. The highest-status comments in a 369-page proposal are markups of 228.100, .103, .200, .300, .400 and .500. Staff can accept or reject a redline. They cannot accept an essay.
• Ask for a note to 228.100 that 12(g) does not apply to CICs, or for a 240.12g5-1 instruction.
• Ask Corp Fin to publish 30-1(n) delegations as a staff statement on day one, with a 104-waiver matrix and a 1-CRYPTO comment-letter taxonomy.
• If Rule 175 is extended, say so in your 103 drafting guide. If it is not, do not put hockey-stick user forecasts in the plan of development without ordinary 10b-5 hygiene.