SEC Proposes New Rules for Investment Contracts Involving Crypto Assets

While the CLARITY Act languishes in Congress, the Securities and Exchange Commission (SEC) has moved forward in its efforts to provide a federal regulatory framework for crypto assets by proposing a tailored securities offering regime for certain investment contracts involving crypto assets. On August 18, 2026, the SEC issued a 401-page release proposing new rules for "Regulation Crypto Assets." Regulation Crypto Assets would establish exemptions for startups and fundraising, provide a conditional investment contract safe harbor, and include a definition of "qualified purchaser" to preempt state securities registration and qualification requirements.

Regulation Crypto Assets follows the interpretive guidance issued by the SEC, joined by the Commodity Futures Trading Commission (CFTC) earlier this year in March, which set forth a token taxonomy that we previously analyzed. In his statement accompanying the proposed Regulation Crypto Assets, SEC Chair Atkins asserted that "we are charting a new course with a package of exemptions that would facilitate capital formation and allow crypto asset innovation to flourish in the United States in the years ahead." The proposed regulation includes 154 separate questions and requests comment on some or all those questions. The comment period will remain open for 60 days after publication in the Federal Register. This note summarizes the definitions, exemptions, safe harbor, and state preemption provisions proposed in the regulation.