SEC proposes new Regulation Crypto Assets framework for some investment contracts
The Securities and Exchange Commission has proposed Regulation Crypto Assets, a framework for certain crypto-asset investment contracts that would add exemptions, a conditional safe harbor and disclosure rules.
The Securities and Exchange Commission on Aug. 18 proposed Regulation Crypto Assets, a new rule set for certain crypto-asset investment contracts under federal securities laws.
The agency said the proposal is intended to preserve investor protections while reducing barriers to capital formation and innovation in domestic crypto markets. The SEC said it follows a March 2026 interpretation on how federal securities laws apply to certain crypto assets and crypto-asset transactions.
What the proposal would do
The SEC said Regulation Crypto Assets would include two exemptions from Securities Act registration requirements for certain investment contracts involving crypto assets. The first would allow a one-time offering of up to $5 million during a four-year period.
The second would allow offerings of up to $75 million during each 12-month period. Under both exemptions, issuers would have to provide principles-based narrative disclosures to investors. For the larger exemption, issuers would also have to provide financial statements and ongoing reports.
The proposal also includes a conditional safe harbor from the term “investment contract” in the Securities Act of 1933 and the Securities Exchange Act of 1934 definitions of “security.” If the conditions are met, a crypto asset would be deemed not subject to an investment contract for those definitions.
The SEC said the proposal would also preempt state securities-law registration and qualification requirements for offers and sales of securities issued under a Regulation Crypto Assets exemption, along with certain secondary market transactions.
Why it matters
The agency described the plan as a “clear and fit-for-purpose framework” for certain crypto-asset investment contracts. The SEC said the rules are meant to give crypto-asset entrepreneurs and market participants clearer paths to raise capital under federal securities laws.
Chairman Paul S. Atkins said the proposal is intended to provide “clear pathways to raise capital” and to help “onshore innovation” in crypto asset markets, according to the SEC press release.
Context and background
The SEC said the proposal builds on its March 2026 interpretation clarifying how federal securities laws apply to certain crypto assets and crypto-asset transactions. The agency framed the rulemaking as part of a broader effort to create a comprehensive, tailored securities offering regime.
The proposal covers only certain investment contracts involving crypto assets, according to the SEC. The agency did not provide a filing vote tally or an effective date in the press release.
What happens next
The SEC said the public comment period will remain open for 60 days after the proposing release is published in the Federal Register. The agency did not say when that publication will occur.
Sources
Editorial note: This article was prepared with AI assistance and includes source attribution for reader review.
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