SEC Proposes Regulation Crypto Assets Rule Package

The US Securities and Exchange Commission (SEC) has proposed Regulation Crypto Assets (Reg CA), a new rule package aimed at providing issuers of certain crypto-asset 'investment contracts' with a tailored path to raise capital without full Securities Act registration.

The proposal, issued on August 18, 2026, would create two new registration exemptions: the startup exemption, permitting up to US$5 million in sales during a single four-year window, and the fundraising exemption, structured in two tiers with distinct assurance requirements, allowing issuers to raise up to US$20 million or US$75 million in any 12-month period.

The regulation's key scoping terms include 'covered investment contract,' which refers to an agreement that meets specific requirements: a crypto asset is subject to the investment contract, it is not a security, and no other assets are subject to the contract. Issuers relying on the exemptions would not be subject to ongoing periodic reporting or Commission qualification review before selling.

The proposal explicitly leaves the antifraud and antimannipulation provisions of the federal securities laws intact, preserves state antifraud jurisdiction, and does nothing to limit the Department of Justice's independent authority to pursue criminal charges arising from the same underlying conduct.