TLDR: SEC proposes two registration exemptions for crypto offerings up to $5M and $75M annually. Conditional safe harbor lets tokens exit investment contract status after managerial efforts e
The Securities and Exchange Commission has proposed Regulation Crypto Assets, a new framework designed for investment contracts tied to crypto assets.
Announced on August 18, 2026, the plan introduces two registration exemptions and a conditional safe harbor. SEC Chairman Paul Atkins said the rules give crypto entrepreneurs clearer pathways to raise capital under federal securities laws.
The proposal builds on the agency’s March 2026 interpretive guidance and now enters a 60-day public comment period.
Regulation Crypto Assets creates two distinct paths for issuers to avoid full registration under the Securities Act of 1933. The first exemption applies once, allowing offerings up to $5 million within a four-year window.
Issuers using this path must still provide investors with principles-based narrative disclosures before any sale occurs.
The second exemption covers larger raises, permitting up to $75 million during any rolling 12-month period. Companies relying on this option face additional requirements beyond basic disclosures. They must supply financial statements and maintain ongoing reporting once the offering begins.
Atkins said the proposal reflects the Commission’s broader push to modernize its rulebook while Congress works toward permanent crypto legislation.
He added that the framework aims to onshore innovation in crypto asset markets for years to come. Both exemptions share a common goal: reducing barriers that pushed crypto entrepreneurs toward informal or offshore fundraising methods.
The proposal also extends beyond federal rules by addressing state-level friction. Securities issued under either exemption, along with certain secondary trades, would be exempt from state registration and qualification requirements. This preemption could simplify compliance for issuers operating across multiple jurisdictions.
A central feature of Regulation Crypto Assets is its conditional safe harbor provision. Under specified conditions, a crypto asset would no longer count as part of an investment contract. This shift matters because investment contracts fall under the SEC’s definition of a security.
The safe harbor becomes available once an issuer completes or permanently ends the managerial efforts it originally promised.
Atkins explained that the rule “would also allow for a safe harbor once an issuer has completed or permanently ceased all essential managerial efforts that it represented or promised it would take under an investment contract.” Once those obligations conclude, the underlying token could trade without ongoing securities classification.
This approach directly responds to a common industry complaint. Many crypto projects argued that assets remain classified as securities long after any centralized development work ends. Regulation Crypto Assets attempts to formalize when that classification should lapse.
Atkins also framed the rulemaking within a wider constitutional purpose, noting that Congress built securities laws to amplify opportunities for entrepreneurs within specific guardrails. He called the proposal a key element of the Commission’s strategy to advance its rule books for the modern era.
Public feedback will shape the final version of Regulation Crypto Assets before adoption. The comment window runs 60 days from the proposal’s publication in the Federal Register. Market participants, legal experts, and crypto issuers are expected to weigh in during this period.
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