On Aug. 18, 2026, the U.S. Securities and Exchange Commission (SEC or Commission) issued a 402-page proposing release for Regulation Crypto Assets (Proposed Rules), which would establish a standalone offering framework for certain investment contracts involving crypto assets. The proposal is the SEC’s first formal effort to create an offering regime specifically tailored to covered investment contracts involving crypto assets. Until now, market participants have largely relied on previously issued no-action letters, interpretative releases, and written staff guidance relating to these assets to address crypto-related concerns under frameworks developed for traditional securities.
The Proposed Rules would establish two new exemptions from registration under the Securities Act of 1933, as amended (Securities Act) – a startup exemption and a larger fundraising exemption – together with crypto-specific disclosure requirements, a conditional investment contract safe harbor, and federal preemption of state securities registration and qualification requirements for offerings under Regulation Crypto Assets and certain secondary market transactions.
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