Regulation crypto assets: What issuers need to know

Executive summary

On August 18, 2026, the Securities and Exchange Commission (the Commission or SEC) issued a release proposing Regulation Crypto Assets (Reg CA), a sweeping rule package intended to give issuers of certain crypto-asset “investment contracts” a tailored path to raise capital without full Securities Act registration. The proposal would create two new registration exemptions—a startup exemption permitting up to US$5 million in sales during a single four-year window, and a fundraising exemption modeled on Regulation A, structured in two tiers permitting up to US$20 million or US$75 million in sales in any 12-month period depending on tier, together with a new, non-exclusive investment contract safe harbor under which an issuer may formally notify the Commission that its covered investment contract has ceased to exist.

For clients that originate, distribute or advise on crypto-asset offerings, the headline is capital-formation relief. For clients that must manage litigation and enforcement exposure, the more important story is what the proposal does not do: it explicitly leaves the antifraud and antimanipulation provisions of the federal securities laws fully intact, preserves and in places sharpens the Commission’s enforcement toolkit (including a codified basis for Section 20 actions for exemption noncompliance), leaves Howey characterization disputes very much alive outside the narrow safe harbor, preserves state antifraud jurisdiction notwithstanding registration preemption and does nothing to limit the Department of Justice’s independent authority to pursue criminal charges—including for securities fraud, mail fraud and wire fraud—arising from the same underlying conduct.