Crypto dealmakers bypass stalled Clarity Act, rely on SEC and CFTC rules

Crypto’s M&A engine kept running even after the Clarity Act stalled in the Senate, as bankers and investors tell BlockWest that SEC and CFTC rulemaking is filling the gap Congress left behind. The split reaction shows dealmakers now treat agency action, not legislation, as the faster route to regulatory certainty.

• The Clarity Act failed a Senate procedural vote 49-50 on September 15, 2026, falling short of the 60 needed to advance.
• Crypto M&A hit a record $9.7 billion in disclosed deal value in the first half of 2026, up 44% from a year earlier.
• Kraken parent Payward is buying Reap for $600 million and Bitnomial for up to $550 million while Nasdaq invests $100 million in Payward.

• 49-50 Senate vote tally on the Clarity Act, 10 short of 60
• $9.7B record H1 2026 crypto M&A value, up 44% year over year
• 76% share of disclosed deal value from the four largest deals
• $600M Payward’s price for payments firm Reap, its largest 2026 deal

The crypto industry spent years pushing Congress for a durable rulebook dividing oversight of digital assets between the Securities and Exchange Commission and the Commodity Futures Trading Commission. That effort hit a wall on Tuesday, September 15, when the Clarity Act drew 49 votes in favor and 50 against in a Senate procedural vote, missing the 60-vote threshold needed to advance. Talks had broken down over ethics restrictions on senior officials’ crypto holdings, including those of President Donald Trump, plus unresolved investor-protection and illicit-finance concerns, according to CoinDesk reported.

With the November midterms approaching and little floor time left, the vote sharply cut the odds of passage this year. That leaves the SEC and CFTC, rather than Congress, as the near-term arbiters of how digital asset businesses get regulated.

SEC moves twice in two weeks after the Senate vote stalls

Bankers who spoke with CoinDesk said the Clarity Act’s failure is unlikely to freeze crypto dealmaking outright. Instead they expect an uneven split: deals in segments where regulators have already clarified rules keep moving, while companies tied to unresolved token questions stay harder to price and acquire.

Paul McCaffery, head of digital assets at investment bank KBW, argued that Congress is no longer the only path to clarity.

The SEC and CFTC are already moving proactively to provide the regulatory certainty markets need, and that’s unlocking a wave of M&A across digital assets, traditional financial services, and fintech alike.

Paul McCaffery, head of digital assets, KBW

Just two days after the Senate vote, the SEC approved a temporary “Innovation Exemption” allowing limited trading of tokenized U.S. stocks on certain onchain venues. On October 1, 2026, the agency proposed a separate rule clarifying how investment firms may custody client crypto assets, while the CFTC has granted relief to certain software providers and updated guidance on tokenized investments and blockchain recordkeeping.

Record $9.7B H1 2026 deal value hides concentration among a few megadeals

Crypto M&A reached $9.7 billion in disclosed deal value in the first half of 2026, up 44% from a year earlier, according to CryptoRank Research. But the number of announced acquisitions fell 8% year over year to 87, and the four largest transactions accounted for 76% of that disclosed value, pointing to a market driven by a handful of large deals rather than broad-based activity.

Payward, Kraken’s parent company, illustrates what is driving those large transactions. It agreed to buy payments firm Reap for $600 million and derivatives platform Bitnomial for up to $550 million, while Nasdaq separately committed $100 million to Payward alongside an expanded commercial partnership, according to CoinDesk reporting. Todd White, partner at Architect Partners, said the SEC’s post-vote moves feel “poised to catalyze activity around tokenization, for both commercial momentum and strategic transactions,” adding that the Innovation Exemption should reinforce a shift toward more liquid, institutional assets already underway.

Venture investors split on whether agency rules can substitute for Clarity

Not every market participant agrees agency action can stand in for legislation. Dmitriy Berenzon, partner at Archetype, said a clearer legal framework “would absolutely result in more deals, more partnerships permeating across financial services and beyond,” pointing to the GENIUS Act’s effect on stablecoin adoption as evidence that defined rules speed activity.

Jake Brukhman, founder and CEO of CoinFund, framed the setback differently. He said failure to pass Clarity “does not create a new drag so much as preserve the regulatory uncertainty already weighing on the sector,” with token-centric companies and pre-token financings most exposed while equity-based infrastructure and payments businesses face less impact.

Will Nuelle, general partner at Galaxy Ventures, described a similar divide, noting deal activity has already concentrated in categories the SEC and CFTC have de-risked through Project Crypto and joint guidance, including exchange infrastructure, spot trading and tokenized collateral. He called regulatory frameworks “particularly for institutional adoption, which can be a supportive tailwind for entrepreneurs building in the space and is obviously supportive for M&A.”

The BlockWest read. Allocators and strategic buyers are quietly outsourcing regulatory risk assessment to whichever agency moves first rather than waiting on Congress, which rewards firms with Washington relationships over those banking on statute. Expect boards evaluating crypto targets to weight SEC and CFTC exemption pipelines more heavily than pending bills when underwriting deal timelines, and expect token-exposed sellers to keep facing wider bid-ask spreads than equity-based infrastructure targets until that changes.

The open question bankers are now tracking is whether dealmakers keep pursuing SEC- and CFTC-cleared categories like tokenized collateral and exchange infrastructure while Washington works toward lasting legislation, or whether prolonged uncertainty eventually makes buyers hesitate on token-centric targets. No new Clarity Act vote is scheduled before the November midterms, leaving the SEC’s October 1 custody rule proposal and its public comment period as the next concrete marker for how far agency action can substitute for a statute.

BlockWest is a news publication. Nothing here is investment advice. Read our disclaimer and editorial policy.