SEC Proposes Regulation Crypto Assets With New Offering Exemptions and Safe Harbor

The U.S. Securities and Exchange Commission has proposed a new regulatory framework for certain investment contracts involving crypto assets, creating tailored pathways for issuers to raise capital under the federal securities laws.

Announced on 18 August 2026, the proposed Regulation Crypto Assets builds on the SEC’s March 2026 interpretation of how federal securities laws apply to crypto assets and related transactions. The proposal is not yet a final rule and remains subject to public comment.

Two tailored offering exemptions

The proposal would create two exemptions from Securities Act registration specifically for certain investment contracts involving crypto assets.

The first would be a one-time exemption allowing an issuer to offer up to US$5 million over a four-year period. The second would permit offerings of up to US$75 million during each 12-month period.

Both exemptions would require issuers to make principles-based narrative disclosures available to investors. Issuers relying on the larger US$75 million exemption would face additional requirements, including providing financial statements and complying with ongoing reporting obligations.

Conditional safe harbor for when a crypto asset ceases to be an investment contract

The SEC proposal would also establish a conditional safe harbor from the term “investment contract” within the definitions of “security” under the Securities Act of 1933 and the Securities Exchange Act of 1934.

If the safe-harbor conditions are met, a crypto asset would be deemed not to be subject to an investment contract for purposes of those definitions. The SEC said the framework is intended to provide greater certainty once an issuer has completed or permanently ceased the essential managerial efforts it represented or promised to perform in connection with the investment contract.

The proposal would also pre-empt state securities-law registration and qualification requirements for offers and sales made under the new Regulation Crypto Assets exemptions, as well as certain related secondary-market transactions.

Comment period remains open

The SEC said the proposal is designed to reduce incentives for crypto issuers to operate offshore while preserving investor protections and providing clearer capital-raising pathways in the United States.

The public comment period will remain open for 60 days after publication of the proposing release in the Federal Register. Until the rulemaking is completed, firms should treat Regulation Crypto Assets as a proposal rather than an operative exemption or final safe harbor.