The Securities and Exchange Commission SEC) has proposed new rules that would create a clear framework for certain investment contracts involving crypto assets.
This proposal, dubbed titled Regulation Crypto Assets, seeks to address long-standing barriers to responsible capital formation and innovation within domestic crypto asset markets, while preserving the investor protections. It follows the commission’s March 2026 interpretation clarifying how the federal securities laws apply to certain crypto assets and transactions involving crypto assets.
“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,” SEC Chairman Paul Atkins said. “In line with the Commission’s earlier interpretative guidance, this proposal 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. Congress designed our securities laws to amplify – within specific guardrails – opportunities for entrepreneurs to innovate and build new products. Advancing this regulatory framework is a key element in our strategy to advance the rule books for the modern era and another step by the Commission to onshore innovation in crypto asset markets for generations to come.”
The proposed rules include two exemptions from the registration requirements specifically tailored to certain investment contracts involving crypto assets.
The first is a one-time exemption that would permit offerings of up to $5 million during a four-year period. The second exemption would permit offerings of up to $75 million during each 12-month period. Under both exemptions, issuers would be required to make certain disclosures available to their investors. In addition, issuers under the second exemption would be required to provide financial statements and be subject to ongoing reporting requirements.
Further, the proposed rules include a conditional safe harbor from the term “investment contract” in the definitions of “security” in the Securities Act of 1933 and the Securities Exchange Act of 1934. If the conditions of that proposed safe harbor are satisfied, then a crypto asset would be deemed not to be subject to an investment contract for purposes of those definitions of “security.”
Also, the proposed rules would preempt state securities law registration and qualification requirements regarding offers and sales of securities issued pursuant to an exemption in Regulation Crypto Assets.
Overall, the proposed rules aim to bring greater clarity to when crypto assets fall within the federal securities laws, reduce incentives for issuers to create and operate offshore, and expand investment opportunities for U.S. investors with stronger, more consistent protections.
The public comment period will remain open for 60 days following the date of publication of the proposing release in the Federal Register.
The Blockchain Association weighed in in support of the proposal.
“Regulation Crypto Assets is an important step toward the clear, fit-for-purpose rules digital asset markets in the United States have needed for years. We appreciate Chairman Atkins’ leadership and the work of the Commissioners and SEC staff to develop a tailored approach that supports innovation, capital formation, and investor protection,” Blockchain Association CEO Summer Mersinger said. “Regulation and legislation go hand in hand, and the SEC’s work complements Congress’ efforts to establish a durable statutory framework through the Clarity Act.”