A Step Towards Clarity: SEC Proposes Regulation Crypto Assets

On August 18, 2026, the Securities and Exchange Commission (SEC or Commission) proposed Regulation Crypto Assets, which would establish a regulatory framework for offerings of certain investment contracts involving crypto assets (Covered Investment Contracts).¹ This is the SEC’s first proposal designed expressly for crypto asset offerings, and it represents a significant development for an industry that has sought durable, fit-for-purpose guidance on these issues for years. While important questions remain and the proposal could change before any final rules are adopted, Regulation Crypto Assets would provide clarity on issues that have long been the subject of uncertainty and enforcement-driven regulation.

The proposal aligns with a preview that SEC Chair Paul Atkins delivered in a speech at the D.C. Blockchain Summit earlier this year.² The regulation would establish two new exemptions from the registration requirements of the Securities Act of 1933, as amended (Securities Act), for offerings of Covered Investment Contracts. The “Startup Exemption” would exempt offerings of up to $5 million during a four-year period. The “Fundraising Exemption” would exempt offerings of up to $75 million during each 12-month period. The regulation would also provide a “conditional safe harbor” from the definition of “investment contract,” and it would preempt certain state securities laws that would otherwise apply to offerings of Covered Investment Contracts. The proposal builds on prior work by the Commission, the Crypto Task Force and SEC staff, including the joint interpretation published by the SEC and the Commodity Futures Trading Commission in March of this year (March Interpretation), which addressed the circumstances under which a crypto asset that is not itself a security may become “subject to” an investment contract and thus fall within the scope of the federal securities laws.³ The SEC designed the proposal based in large part on comment letters submitted to the Crypto Task Force, many of which responded to a request for comment published by SEC Commissioner Hester Peirce in February 2025.⁴