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The SEC voted on August 14 to propose its first formal rules for digital asset offerings, moving through its own rulemaking authority after the CLARITY Act stalled in the Senate. Goldman Sachs separately announced a $2.25 billion acquisition of NEOS Investments, entering the Bitcoin income ETF market as a direct issuer for the first time.
With Congress Stalled, the SEC Built Its Own Crypto Rulemaking
On August 14, the SEC's three-member commission — Chair Paul Atkins, Commissioner Hester Peirce, and Commissioner Mark Uyeda — voted unanimously to advance for public comment a proposed rule titled "Regulation Crypto Assets," the agency's first formal rulemaking designed for digital asset offerings. The 400-page document creates a tiered capital-raise exemption: a $5 million startup tier and a $75 million fundraising ceiling, both operating outside the standard securities registration process that currently applies to most token issuances. A safe harbor provision would let projects exit SEC jurisdiction entirely once their networks achieve genuine decentralization — no central team actively managing outcomes — with a defined legal off-ramp rather than an ambiguous one. The comment period expected to run two to three months sets a revised final rule no earlier than 2027. The vote came days after the Senate adjourned without passing the CLARITY Act, with prediction markets pricing the bill's 2026 passage at 20%.
By proposing a standalone offering regime with defined exemption thresholds and a decentralization exit path, the SEC established that crypto projects have a formal regulatory target inside existing agency authority — one that does not require the CLARITY Act to take effect.
Goldman Sachs Is Now a Bitcoin ETF Issuer
Goldman Sachs agreed on August 12 to acquire NEOS Investments — an ETF issuer managing $30 billion across options-based income funds — in a deal valued at up to $2.25 billion in cash and equity, pending regulatory approval expected in Q1 2027. The acquisition brings Goldman Sachs Asset Management direct ownership of the Bitcoin High Income ETF (BTCI), which holds approximately $1.1 billion in assets and pays a 26.73% annualized distribution rate through covered-call strategies written against Bitcoin. Two additional products are included: the Boosted Bitcoin High Income ETF (XBCI) and the Ethereum High Income ETF (NEHI). Together, the deal lifts Goldman's ETF assets under management above $130 billion, placing it among the world's eight largest active ETF managers — a threshold Goldman had not previously crossed. Goldman's asset management division, not its investment bank, funded the transaction, structuring it as a product-shelf expansion.
Goldman now distributes a Bitcoin yield product to institutional clients as an issuer rather than an adviser, giving the bank a direct economic stake in the growth of Bitcoin income ETF demand rather than merely a fee for facilitating it.
A 96% Cut to the IBIT Conversion Floor Opened Bitcoin Settlement to Mid-Sized Institutions
BlackRock reduced the in-kind creation and redemption minimum on the iShares Bitcoin Trust (IBIT) from $25 million to $1 million, Robbie Mitchnick, the firm's head of digital assets, confirmed on Bloomberg TV on August 10. The mechanism — which allows authorized participants to exchange actual Bitcoin for IBIT shares, or the reverse, without cash settlement — was previously accessible only to the largest broker-dealers; at $1 million, it now reaches registered investment advisors, family offices, and mid-sized trading firms for the first time since the SEC approved in-kind conversions in July 2025. The change was formalized in an updated prospectus filed with the SEC on August 12. IBIT has accumulated approximately $61 billion in cumulative net inflows since its January 2024 launch, making it the largest U.S.-listed Bitcoin ETF by assets. BlackRock has stated that its long-term objective is the complete elimination of the in-kind minimum.
Each reduction in the conversion floor extends IBIT's direct Bitcoin-to-shares settlement pathway further into the institutional market, moving the fund progressively toward a position as the default vehicle for converting Bitcoin positions to regulated brokerage exposure without a cash intermediary.
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