28th August 2026
By Anjali Kochhar
The US Securities and Exchange Commission (SEC) has proposed a new regulatory framework designed specifically for certain investment contracts involving crypto assets, marking another major step toward clearer rules for the digital-asset industry.
Announced on August 24, 2026, the proposal, called “Regulation Crypto Assets,” aims to create a more tailored approach to crypto offerings while maintaining investor protections. The SEC says the framework is intended to reduce long-standing regulatory uncertainty, support responsible capital formation and encourage innovation within US crypto markets.
What Is the SEC’s Regulation Crypto Assets Proposal?
At the centre of the proposal are two exemptions from the registration requirements of the Securities Act of 1933. The first would allow eligible issuers to offer up to $5 million worth of crypto assets during a four-year period. The second would permit offerings of up to $75 million within any 12-month period.
These exemptions would not remove disclosure obligations. Issuers would have to provide investors with principles-based information designed to help them understand the offering and make informed decisions. Companies using the larger $75 million exemption would face additional requirements, including financial statements and continuing reporting obligations. Both pathways would remain subject to federal anti-fraud and anti-manipulation provisions.
What Disclosure Requirements Will Crypto Issuers Need to Follow?
Another important element is a proposed conditional safe harbour. If specified conditions are satisfied, a crypto asset could be treated as outside the definition of an “investment contract” for purposes of the federal securities laws. This could give issuers greater certainty about when a digital asset is subject to securities regulation.
The proposal builds on the SEC’s March 2026 interpretation, which clarified that crypto assets are not automatically securities simply because they are digital assets. Instead, a non-security crypto asset may become subject to securities laws when it is offered or sold through an investment contract. The SEC also recognized that this relationship can change over time.
The regulator argues that traditional securities rules were not designed for the unique characteristics of crypto markets. Existing requirements can create uncertainty, increase compliance costs, and potentially encourage companies to move offerings offshore. The new framework is intended to provide rules that better reflect how crypto assets are created, distributed, and used, while supporting broader participation in regulated markets.
The proposal was published in the Federal Register on August 21, 2026, with public comments open until October 20. If adopted, the framework could significantly reshape how crypto projects raise capital in the United States while giving investors clearer information and stronger regulatory protections.
