SEC's Regulation Crypto Assets: key exemptions explained

The Proposal is part of the SEC’s agenda for crypto assets following the establishment of the SEC’s Crypto Task Force in early 2025 and builds on the SEC’s March 2026 interpretation of the federal securities laws for certain crypto assets. For further details, see our overview of such interpretation. 

In brief

Scope matters

The proposal exempts certain covered investment contracts from registration offerings—not all investment contracts. As explained in the SEC's 2026 interpretation, a non-security crypto asset can be offered and sold subject to an investment contract, which itself is a security. In that case, the initial offer and sale, and any subsequent secondary offers and sales of the investment contract and its underlying non-security crypto asset would continue to be subject to the applicable securities laws and regulations until the underlying asset is definitively dissociated with the investment contract.

The proposed exemptions would apply to the offering of the covered investment contract itself, not to the offering of the underlying non-security crypto asset. A crypto asset that is itself a security (and any associated investment contract) will not benefit from the proposed exemptions or safe harbor.