SEC Proposes Regulation Crypto Assets Rule Package for Issuers
The Securities and Exchange Commission (SEC) has proposed Regulation Crypto Assets (Reg CA), a rule package aimed at giving issuers of certain crypto-asset 'investment contracts' a tailored path to raise capital without full registration.
The proposal, announced on August 18, 2026, includes two new registration exemptions: the startup exemption, which permits up to $5 million in sales during a single four-year window, and the fundraising exemption, structured in two tiers with distinct assurance requirements. The proposal also introduces a non-exclusive investment contract safe harbor.
The startup exemption is designed for early-stage projects, allowing issuers to raise funds while working toward promised managerial efforts. However, it comes with conditions, including a bad-actor disqualification rule and the requirement that the issuer file a short Form NOR notice of reliance with the SEC before selling. The issuer must also post, free of charge, its substantive disclosure on a specified website.
The fundraising exemption is modeled in part on Regulation A, with two tiers permitting up to $20 million or $75 million in sales within 12 months. However, eligibility for this exemption is narrower than that of the startup exemption.