Regulation Crypto Assets: SEC Proposed Rules

The Securities and Exchange Commission (SEC or Commission) proposed new rules to be set forth in a new regulation, “Regulation Crypto Assets,” to create a “tailored offering regime” for certain investment contracts involving crypto assets. The proposed rules are intended to facilitate capital formation within crypto asset markets while, at the same time, ensuring that investors are adequately protected and provided with the information needed to make informed investment decisions. Key provisions of the proposal include:

• Definition of terms
• Tailored disclosure requirements
• Registration exemptions for startups and fundraising
• Safe harbor for certain investment contracts
• Federal preemption of state securities law registration requirements

The proposed rules build on the Commission’s March 2026 Interpretive Release, which clarifies how the federal securities laws apply to certain crypto assets and transactions involving crypto assets.

The Commission requests comments on the proposed rules no later than October 20, 2026. 

Definition of Terms

An objective of Regulation Crypto Assets is to establish a common vocabulary and framework for market participants. The SEC states that clear definitions are important given that crypto assets are a “relatively novel and highly technological asset class.” Certain definitions, specifically those for “covered investment contract,” “covered transaction,” and “crypto asset” would be foundational to Regulation Crypto Assets.