SEC Proposes New Offering Framework for Crypto Assets

On August 21, 2026, the SEC published proposed rules known as Regulation Crypto Assets. The proposal would create a tailored securities offering framework for certain investment contracts involving crypto assets while retaining disclosure requirements, anti-fraud protections, anti-manipulation provisions, and SEC oversight. The public comment period closes October 20, 2026.

The proposal would operate through exemptions and a conditional safe harbor within the federal securities laws. It remains a proposal, and its requirements would take effect only if the SEC adopts final rules.

Startup Exemption: Up to $5M

The proposed startup exemption would permit a project (herein referred to as an “issuer”) to raise up to $5 million during a period of up to four years without Securities Act registration, subject to specified conditions. The exemption would be one-time and non-exclusive. Under the proposed startup exemption, issuers would remain subject to several conditions and investor protection measures, including:

• Public filing of Form NOR at the beginning of the exemption period and Form TR at the end of the exemption period.
• Principles-based narrative disclosures made available to investors during the period.
• Continued application of federal anti-fraud and anti-manipulation provisions.
• Certifications regarding the issuer’s expected completion of essential managerial efforts within four years.
• Reporting regarding satisfaction of the proposed safe harbor conditions and the project’s status at the end of the exemption period.