SEC Proposes New Rules for Crypto Asset Offerings

WHO, WHAT, WHEN, WHERE

The U.S. Securities and Exchange Commission issued Release Nos. 33-11434 and 34-106150 on August 18, 2026, proposing a rule package titled Regulation Crypto Assets. The proposal was published in the Federal Register on August 21 as 91 FR 54510. Public comments are due October 20, 2026. The document is a proposed rule, so it does not itself create an effective exemption or change the status of a particular token. [1] [2] [3]

The proposal targets certain investment contracts involving crypto assets. It defines a covered investment contract as an investment contract in which a crypto asset is subject to the contract, that crypto asset is not itself a security, and no other asset, security or non-security, is subject to the contract. That definition narrows the proposal’s scope. It does not create a blanket permission for every digital asset sale or every company working in crypto. [2]

CONFIRMED EVIDENCE

The proposed framework contains two exemptions from the registration requirements of Section 5 of the Securities Act of 1933. The first, called the startup exemption, would permit offerings of up to $5 million during a four-year period. The second, called the fundraising exemption, would permit offerings of up to $75 million during each 12-month period. Both exemptions would require principles-based narrative disclosures for investors. The larger exemption would also require financial statements and ongoing reporting. [1] [2]

Issuers relying on either exemption would remain subject to the antifraud and antimanipulation provisions of the federal securities laws. The proposed limits therefore do not represent unrestricted fundraising permissions. Each exemption has eligibility, disclosure, filing, and other conditions described in the proposal. [1] [2]

The release also proposes a conditional safe harbor from the term investment contract in the definitions of security under both the Securities Act and the Securities Exchange Act of 1934. If the proposed conditions were satisfied, a crypto asset would be deemed not to be subject to an investment contract for purposes of those definitions. That is proposed treatment only. The SEC has not granted a named project a safe harbor through this announcement. [1] [2]

The draft disclosure structure asks issuers to address the offering, the subject crypto asset, management and related persons, the associated network or application, source code, asset economics, governance, the ecosystem, and risk factors. The release also includes proposed forms, reporting provisions for the larger exemption, and a provision addressing certain state registration and qualification requirements under the proposed regime. [2] [3]

CONTEXT AND TIMELINE

In its introduction, the SEC says existing securities rules may not fully fit covered investment contracts. The release points to crypto projects whose networks can develop over time, as well as disclosure and resale features designed for more traditional financial instruments. The agency presents the proposed framework as a way to tailor offering and disclosure requirements while preserving investor protections. Those statements describe the SEC’s rationale for proposing the rules, not an independent finding that the framework will achieve those results. [2]

The procedural timeline is clear. The SEC issued the proposal on August 18, the Federal Register published it on August 21, and the comment period is scheduled to close on October 20. The proposal is currently in the public-comment stage. It has no final effective date and does not approve a particular token, issuer, exchange, or fundraising campaign. [1] [2] [3]

WHAT REMAINS UNKNOWN OR DISPUTED

The SEC may revise the definitions, offering limits, disclosure requirements, reporting forms, safe-harbor conditions, or state-law provisions after reviewing comments. The current release does not establish how any particular project would qualify. It also does not turn the proposed $5 million and $75 million amounts into general caps or permissions for the wider crypto market.

Whether a transaction fits the proposed definition of a covered investment contract, and whether an issuer satisfies an exemption, would require a fact-specific legal analysis. This article does not determine those questions. [1] [2]

WHAT READERS SHOULD WATCH NEXT

Readers should watch the SEC’s official comment docket for submissions through October 20, 2026, then look for any subsequent SEC action on the proposal. Any final rule should be compared with this proposing release before reporting that a new exemption, safe harbor, or state-law treatment is available. Until then, Regulation Crypto Assets should be described as a proposal, not as law or approval. [1] [3]

SOURCES AND DISCLOSURES

[1] SEC overview for Regulation Crypto Assets, including the proposed exemptions, conditional safe harbor, issue date, Federal Register date, and comment deadline:
https://www.sec.gov/rules-regulations/2026/08/s7-2026-27

[2] SEC proposing release, Release Nos. 33-11434 and 34-106150, File No. S7-2026-27. This is the primary legal text for the definitions, disclosure structure, proposed exemptions, safe harbor, reporting, and state-law provisions:
https://www.sec.gov/files/rules/proposed/2026/33-11434.pdf

[3] Federal Register entry, “Regulation Crypto Assets,” 91 FR 54510, Document No. 2026-17183:
https://www.federalregister.gov/documents/2026/08/21/2026-17183

Disclosure: This is a sourced report on a proposed government rule, not legal, tax, or investment advice. The proposal is not final. No paid placement, sponsorship, or affiliate relationship with the SEC or the cited sources was used for this draft. No publisher article text or publisher image was reused.