SEC crypto asset rules set disclosure, safe harbor framework

The US Securities and Exchange Commission (SEC) has proposed new rules called “Regulation Crypto Assets.” The proposal aims to create a “tailored offering regime for certain investment contracts involving crypto assets”. It follows the SEC’s March 2026 interpretation, which had already clarified how federal securities laws apply to crypto assets and related transactions. Together, both efforts try to solve one core problem. Existing SEC disclosure rules were built for “traditional securities (e.g., stocks and bonds)” and do not suit crypto offerings. 

As a result, issuers often end up disclosing information that is irrelevant to token buyers, while missing details that actually matter, such as network security, token supply, and governance. Comments on the proposal remain open for 60 days after it is published in the Federal Register. 

What counts as a “covered investment contract”: The rules do not apply to all crypto offerings. They apply only to a narrower category the SEC calls a covered investment contract. This is a contract, transaction, or scheme that qualifies as an investment contract, where three conditions must all be met: a crypto asset is subject to the contract, that crypto asset is not itself a security, and no other asset, security or otherwise, is bundled into the same deal. So, an offering involving equity alongside a token, for instance, would fall outside this framework entirely. Issuers in that situation would instead have to use other existing routes, such as a standard public offering or private placement.