SEC Proposes Regulation of Crypto Assets with New Offering Exemptions

The U.S. Securities and Exchange Commission has proposed new rules to regulate crypto assets. The proposal, titled Regulation Crypto Assets, aims to create a tailored securities-offering regime for certain investment contracts involving crypto assets.

The SEC announced the proposal on August 18, following its March 2026 interpretation on how federal securities laws apply to certain crypto assets and related transactions.

Two proposed exemptions are included in the proposal: one for offerings of up to $5 million during a four-year period, and another for offerings of up to $75 million in each 12-month period. Under both exemptions, issuers would need to provide principles-based narrative disclosures.

For the larger exemption, issuers would also need to provide financial statements and comply with ongoing reporting requirements. The SEC has also proposed a conditional safe harbor relating to the term investment contract in the definitions of security under the Securities Act and Exchange Act.