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T: +44 20 3695 9251
E: info@grtconsult.com
71-75 Shelton Street Covent Garden, London, WC2H 9JQ
The SEC issued proposed Regulation Crypto Assets on 18 August 2026 (file S7-2026-27), a tailored offering regime for certain investment contracts involving crypto assets, with public comments due 20 October 2026. Separately, on 17 August 2026 the US Department of the Treasury issued a Notice of Proposed Rulemaking (NPRM) to implement section 3 of the GENIUS Act on who may issue, offer or sell payment stablecoins in the United States. If you serve US persons from London, these are two files — SEC offering and investment-contract rules on one side, Treasury payment-stablecoin rules on the other — and they are not one legal regime.
The SEC proposal would create two exemptions from Securities Act registration: offerings of up to $5 million during a four-year period, and offerings of up to $75 million during each 12-month period. Issuers would give principles-based disclosures and remain subject to antifraud and antimanipulation provisions. The same proposal includes a conditional safe harbour from the term “investment contract” in the definition of “security”. The Federal Register publish date on the SEC page is 21 August 2026.
That is not the GENIUS Act. GENIUS is the US payment-stablecoin statute, enacted on 18 July 2025. Treasury’s 17 August press states that, beginning on 18 January 2027 — the expected effective date of the Act — a person generally may not issue a payment stablecoin in the United States unless that person has obtained an appropriate federal or state licence. From the same date, digital asset service providers generally may not offer, sell or otherwise make available foreign-issued payment stablecoins unless the foreign issuer has the technological capability to comply with, and will comply with, any lawful order and any reciprocal arrangement. From 18 July 2028, digital asset service providers generally may not offer or sell any payment stablecoins to persons in the United States unless they are issued by a licensed issuer.
The SEC’s March interpretation is already effective (issued 17 March 2026; effective 23 March 2026). Do not treat August as the first US crypto development of the year. Treasury asks for comments within 60 days of Federal Register publication. The press does not give a calendar close date. Diary the SEC close of 20 October 2026 now.
Payment stablecoins are GENIUS/Treasury territory. Crypto investment contracts are the SEC file. A London group can sit in both rows for different products.
| Business type / activity | What is in play | Immediate operational task | Official reference |
|---|---|---|---|
| UK/EU issuer offering crypto investment contracts to US persons | Proposed SEC offering exemptions and investment-contract safe harbour | Map which tokens are non-security crypto assets subject to an investment contract; owner for the 20 October 2026 comment file | SEC S7-2026-27; Atkins statement, 18 August 2026 |
| Exchange, custodian or broker listing those assets for US persons | Same SEC proposal; antifraud remains | Re-run the listing book against the March interpretation already in force | SEC S7-2026-09; CFTC joint interpretation, 17 March 2026 |
| Payment stablecoin issuer (including UK/EU issuers minting into US wallets) | GENIUS section 3 issuance limit from the expected Act effective date | Licence-path file (federal or state); document when you “issue a payment stablecoin in the United States” | Treasury press, 17 August 2026; GENIUS section 3 NPRM PDF |
| Digital asset service provider offering or selling payment stablecoins to US persons | Separate GENIUS section 3(b) offer/sale limits | Foreign-issuer lawful-order and reciprocal-arrangement checks from 18 January 2027; licensed-issuer-only offer/sale from 18 July 2028 | Treasury press, 17 August 2026 |
| UK/EU bank distributing either product to US clients | Both tracks may apply to different products | Split the US book; do not run a single gap analysis | SEC S7-2026-27; Treasury section 3 NPRM |
| Foreign payment stablecoin issuer seeking US market access | Section 18 comparable-regime / OCC registration path in the Act and the NPRM | Do not map this to a UK FSMA crypto permission | Public Law 119-27; NPRM PDF |
Operational tip: Treasury uses “digital asset service provider” as a US statutory term. Quote it. Do not invent a UK perimeter mapping.
Two workstreams with named owners. Not a combined “US crypto” programme.
| Step | Action | What operational staff must deliver | Official reference |
|---|---|---|---|
| 1 | Split the US book | Two inventories: (A) crypto assets that may be investment contracts; (B) payment stablecoins. No mixed rows. | SEC S7-2026-27; GENIUS Act / Treasury NPRM |
| 2 | Apply the March interpretation to live listings | Tokens and transactions already live for US persons, dated to the 23 March 2026 effective date | SEC S7-2026-09; CFTC press, 17 March 2026 |
| 3 | Test SEC exemption fit | $5 million / four-year path or $75 million / 12-month path; disclosure owner; financial-statement trigger on the fundraising exemption | Atkins statement, 18 August 2026; SEC S7-2026-27 |
| 4 | Diary the SEC comment close | Comment pack, or a documented decision not to comment, by 20 October 2026 | SEC S7-2026-27 (“Public Comments Due Oct. 20, 2026”) |
| 5 | Map GENIUS issuance versus DASP offer/sale | For each stablecoin: issuer, digital asset service provider, or both under the NPRM | Treasury press, 17 August 2026; NPRM PDF |
| 6 | Track Treasury Federal Register publication | Comment clock is 60 days from FR publication, not from 17 August | Treasury press; NPRM PDF DATES line |
| 7 | Specify US-person location controls | Who you treat as located in the United States for issuance and for offer/sale; policies actually in use | NPRM PDF (proposed definitions of “issue” and “located in the United States”) |
| 8 | Licence path before 18 January 2027 | Gap file for federal or state GENIUS licence if you will issue in the United States from the expected Act effective date | Treasury press; Public Law 119-27 |
| 9 | 18 July 2028 DASP lock | Product and venue plan so payment stablecoins offered or sold to US persons are issued by a licensed issuer from that date | Treasury press, 17 August 2026 |
GRT Consulting supports operational teams with:
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