The Securities and Exchange Commission on Tuesday presented a proposed rule set named "Regulation Crypto Assets" designed to establish a federal framework for certain investment contracts that involve crypto assets. The proposal follows the Commission’s March 2026 interpretation that clarified how federal securities laws apply to certain crypto assets and related transactions.
At the center of the proposal are two exemptions from registration requirements under the Securities Act of 1933. The first exemption would permit offerings totaling up to $5 million over a four-year window. The second exemption would allow offerings of up to $75 million in each 12-month period. Both exemptions would obligate issuers to deliver principles-based narrative disclosures to prospective investors; the larger exemption would additionally require issuers to provide financial statements and meet ongoing reporting obligations.
Beyond the exemptions, the proposal would create a conditional safe harbor from the term "investment contract" as the term is used in the definitions of "security" under the Securities Act of 1933 and the Securities Exchange Act of 1934. If an issuer satisfies the safe harbor conditions, the crypto asset at issue would not be treated as an investment contract for purposes of those federal security definitions.
The rulemaking would also preempt state securities law registration requirements in two limited contexts: offers and sales made under the Regulation Crypto Assets exemptions, and certain secondary market transactions tied to those exemptions.
"As we continue the Commission’s efforts to provide clarity for crypto markets, and as Congress works to establish a lasting regulatory framework, Regulation Crypto Assets seeks to provide crypto asset entrepreneurs and market participants with clear pathways to raise capital under the federal securities laws," said SEC Chairman Paul S. Atkins.
Stakeholders will have an opportunity to comment on the proposal: the public comment period remains open for 60 days after the proposal is published in the Federal Register. The Commission’s step is positioned as a rulemaking response following its March 2026 interpretive guidance and is structured around disclosure, reporting, and conditional protections for qualifying crypto assets.
Reporter: Ajmal Hussain