SEC Proposes Regulation Crypto Assets: A New Offering Regime for Token Issuers

On August 18, 2026, the Securities and Exchange Commission (the SEC or the Commission) proposed a new rule, titled “Regulation Crypto Assets,” that would create a tailored securities offering regime for certain investment contracts involving crypto assets (the Proposal). The Proposal is the SEC’s first attempt at formal crypto rulemaking, following the Commission’s March 2026 interpretation clarifying how the federal securities laws apply to certain crypto assets and transactions involving crypto assets.

Together, the two efforts are meant to address “long-standing barriers to responsible capital formation and innovation within domestic crypto asset markets, while preserving the investor protections at the core of federal securities laws.” Below, we walk through what the Proposal does, what it does not yet do, and what token issuers and market participants should be watching as the comment period unfolds.

Background: From Interpretation to Rulemkaing

The Proposal builds directly on the interpretive release the Commission issued on March 17, 2026, which established a token taxonomy distinguishing between digital commodities, digital collectibles, digital tools, payment stablecoins, and digital securities. That release explained how a non-security crypto asset can become subject to an investment contract, and, importantly, how it can cease to be subject to one.