SEC Unveils Reg CA: A Landmark Crypto Regulation Framework

The Securities and Exchange Commission (SEC) has proposed a landmark regulatory framework for digital assets, dubbed Regulation Crypto Assets or Reg CA. This significant shift in approach comes after decades of applying outdated securities rules to crypto markets.

The proposal, which was formally announced on August 18, 2026, targets a defined class of investment contracts involving crypto assets referred to as 'covered investment contracts.'

Reg CA introduces two new exemptions from Securities Act registration: a startup exemption for offerings up to $5 million over four years and a fundraising exemption for offerings up to $75 million per 12-month period. The latter operates across two tiers, with Tier 1 permitting up to $20 million and Tier 2 allowing up to $75 million within a 12-month period.

The proposal also introduces a new definition of 'qualified purchaser' that would preempt state securities registration and qualification requirements for both primary offerings and many secondary-market transactions. However, whether the SEC can achieve this result through rulemaking alone remains open to question, as preemption of state law ordinarily requires a clear statutory basis.