The SEC has proposed Regulation Crypto Assets, a new offering framework for certain investment contracts involving crypto assets. If adopted, the proposal would establish two exemptions from registration under the Securities Act of 1933, create a conditional safe harbor from the definition of “investment contract,” and define “qualified purchaser” for specified offerings and secondary-market transactions.
The proposal is not currently effective. Public comments are due October 20, 2026.
What Is the SEC Proposing?
Regulation Crypto Assets is intended to provide a tailored regulatory framework for certain crypto asset offerings while retaining applicable antifraud and antimanipulation protections.
The proposed framework builds on the SEC’s March 2026 interpretive guidance addressing the application of federal securities laws to certain crypto assets and related transactions.
The proposal includes the following key components.
New Exemptions for Certain Crypto Asset Offerings
The SEC proposes two non-exclusive exemptions from registration under the Securities Act for offerings of covered investment contracts.
Startup Exemption
A one-time exemption for offerings of up to $5 million during a four-year period.
Fundraising Exemption
A two-tier exemption for offerings of covered investment contracts:
- Tier 1: Up to $20 million over a 12-month period
- Tier 2: Up to $75 million over a 12-month period
Both exemptions would be subject to antifraud provisions and principles-based disclosure requirements concerning an issuer’s financial condition. Tier 2 offerings would also require audited financial statements.
Proposed Investment Contract Safe Harbor
The SEC also proposes a conditional safe harbor from the term “investment contract” as used within the definition of a security.
Under the proposal, an issuer could certify to the SEC that it has ceased or terminated all essential managerial efforts it committed to undertake under an investment contract, subject to meeting additional conditions. If the applicable conditions are satisfied, the crypto asset would no longer be treated as subject to that investment contract under the proposed framework.
This provision could be significant for issuers evaluating how the securities-law treatment of a crypto asset may change as a network, platform, or related project develops.
Proposed Qualified Purchaser Definition
The proposal would establish a qualified purchaser definition for purposes of Regulation Crypto Assets. The definition would preempt state securities-law registration and qualification requirements for offers and sales of covered investment contracts issued pursuant to the proposed regulation, as well as certain secondary-market transactions.
What Should Crypto Asset Issuers Consider Now?
Although Regulation Crypto Assets remains a proposal, issuers and other market participants may wish to begin evaluating its potential implications.
Key considerations include:
- Whether planned or ongoing crypto asset offerings could fall within the proposal’s scope
- The availability and requirements of the proposed startup and fundraising exemptions
- Applicable disclosure, financial statement, and audit obligations
- The conditions of the proposed investment contract safe harbor
- Potential state-law implications for covered investment contracts and certain secondary-market transactions
- Whether to submit comments to the SEC before the October 20, 2026 deadline
How ACA Can Help
ACA helps firms assess evolving SEC requirements and related compliance considerations for crypto asset activities, including offering structures, disclosure obligations, governance, and regulatory risk.
Frequently Asked Questions
Is Regulation Crypto Assets currently in effect?
No. Regulation Crypto Assets is a proposed SEC rule. It would not take effect unless and until the SEC adopts a final rule.
What exemptions would Regulation Crypto Assets create?
The proposal would create a startup exemption for certain offerings up to $5 million over four years and a fundraising exemption for certain offerings up to $20 million or $75 million over a 12-month period.
What is the proposed investment contract safe harbor?
The proposed safe harbor would provide a path for certain crypto assets to no longer be treated as subject to an investment contract if the issuer certifies that essential managerial efforts have ceased or terminated and meets the proposal’s other conditions.
When are comments due on the SEC’s proposal?
Public comments are due October 20, 2026.