Transparency Act Stalls, But Bankers Continue Crypto Deals

The transparency act, which the crypto industry has awaited as a foundation for long-term rules in the U.S., did not pass a key vote in the Senate. However, participants in the mergers and acquisitions market do not believe this will automatically halt deals: activity is expected to become more selective, according to their estimates.

For several years, crypto companies have been seeking a clear and stable regulatory framework for digital assets from the U.S. Congress. The main goal was to determine which assets and operations fall under the jurisdiction of the Securities and Exchange Commission (SEC) and which should be regulated by the Commodity Futures Trading Commission (CFTC).

For businesses and investors, such a law would provide more predictability than the current model, where much depends on the position of regulators and can change with the administration in Washington. However, on September 15, the advancement of the bill was derailed: the Clarity Act did not pass procedural voting in the Senate, receiving 49 votes in favor and 50 against, with 60 needed.

Negotiations stalled due to several contentious issues. Among them were restrictions related to the crypto business interests of high-ranking officials, including President Donald Trump, as well as investor protection and anti-money laundering concerns.

With the upcoming midterm elections in November and limited time for lawmakers, the chances of passing the document this year have significantly decreased. The resulting vacuum will essentially have to be filled by regulators again.

Why the Failure of the Vote Doesn’t Necessarily Halt M&A

At first glance, the failure of the Clarity Act should have cooled the crypto deal market. Regulatory uncertainty is particularly important for traditional financial companies: it is harder for buyers to assess a business if its revenue depends on tokens or operations whose legal status may change.

But bankers and investors working with digital assets expect not a collapse in activity, but a more heterogeneous picture. Deals in segments where the rules have already become clearer may continue. Companies tied to unresolved regulatory issues will still be perceived as more complex targets for acquisition.

The failure of the Clarity Act does not change the overall trajectory, said Paul McCaffrey, head of digital assets at investment bank KBW.

According to him, Congress is not the only source of clarity for the market. The SEC and CFTC are already acting independently and trying to provide the market with the predictability needed for new deals.

The SEC and CFTC are already proactively creating the regulatory certainty necessary for the markets, and this opens up a wave of M&A in digital assets, traditional financial services, and fintech, noted McCaffrey.

Two days after the Senate vote, the SEC approved a temporary exception called the Innovation Exemption, which allows limited trading of tokenized U.S. stocks on certain on-chain platforms. On October 1, the agency also proposed a new rule aimed at clarifying how investment companies can work with and store client crypto assets.

The CFTC, for its part, has also reduced certain regulatory barriers: in particular, it has provided relief to some software providers and updated guidelines on tokenized investments and record-keeping based on blockchain.

We are at an early stage of the supercycle of tokenization and digital payments, which is initially forming in international markets but will inevitably return to the U.S. Those who wait for Congress risk missing the moment, said McCaffrey.

He added that the convergence of traditional finance and digital assets has already become a reality, and acquiring existing companies is often more efficient than building infrastructure from scratch.

Todd White, a partner at consulting firm Architect Partners, believes that actions by regulators outside of Congress can support the market, particularly in the area of tokenization. According to him, a decisive move by the SEC following legislative setbacks could accelerate both the commercial development of tokenized assets and strategic deals surrounding this theme.

The Market is Already at Record Levels, but Growth is Concentrated in Large Deals

Statistics show that interest in digital asset transactions remains high. According to CryptoRank Research, the disclosed value of M&A in the digital asset sector reached a record $9.7 billion in the first half of 2026. This is 44% higher than the previous year.

However, the picture does not appear to be a uniform boom across the market. The number of announced acquisitions decreased by 8% over the year, totaling 87. The four largest deals accounted for 76% of the disclosed value, indicating a market where the overall volume is driven by a few large transactions rather than widespread activity.

A good example of this logic is provided by Payward, the parent company of Kraken. It has agreed to acquire payment company Reap for $600 million and the derivatives platform Bitnomial for up to $550 million. Additionally, Nasdaq has agreed to invest $100 million in Payward as part of an expanded commercial partnership.

These deals demonstrate that buyers are still interested in licenses, technologies, and distribution channels. Such demand may sustain M&A even when comprehensive crypto regulation in the U.S. remains stalled.

Why Legislative Clarity is Still Important

Not all market participants believe that the actions of the SEC and CFTC can fully replace legislation. Dmitry Berenson, a partner at venture firm Archetype, is convinced that a clearer legal framework would lead to more deals and partnerships in the financial sector and beyond.

A clearer legal framework would undoubtedly lead to more deals, more partnerships in financial services and beyond, ultimately resulting in greater economic prosperity for both U.S. citizens and abroad, said Berenson.

He also referenced the effect of the GENIUS Act on the spread of stablecoins: according to him, this example shows how strong the influence of clear and thoughtful regulation can be.

Jake Brookman, founder and CEO of venture firm CoinFund, suggests looking at the situation more broadly. He believes that the failure of the Clarity Act does not create a new negative factor for the market but simply maintains the uncertainty that has already been weighing on the sector.

The failure of Clarity does not so much add a new obstacle as it leaves the existing regulatory uncertainty that is already affecting the industry, noted Brookman.

He stated that the absence of legislation has not significantly reduced regulatory risks, which could have accelerated deals, especially with token-oriented companies and projects at the pre-token financing stage. Meanwhile, infrastructure businesses, payment companies, and projects operating under already clearer rules should suffer less.

A similar boundary is seen by Will Nuell, general partner at Galaxy Ventures. He believes that clear rules for digital assets would increase the number of deals, but the effect would not be uniform across all areas.

According to him, activity is already concentrating in categories where the SEC and CFTC have reduced risks through Project Crypto and joint recommendations. Among such areas, he mentioned exchange infrastructure, spot trading, and tokenized collateral.

Now the main question is whether buyers will continue to seek strategic opportunities while Washington attempts to develop sustainable rules, or whether prolonged uncertainty will cause them to act more cautiously. Nuell noted that regulatory frameworks generally help institutional adoption, thus supporting both entrepreneurs and the M&A market.

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