SEC Proposes New Regulation Crypto Assets

The Securities and Exchange Commission (SEC) recently unveiled proposed regulations, dubbed "Regulation Crypto Assets," aimed at establishing a clear framework for investment contracts involving cryptocurrencies. This move comes after the Commission's March 2026 interpretation on how federal securities laws apply to specific crypto assets and transactions.

The proposed rules aim to bridge existing barriers to responsible capital formation and innovation within domestic crypto markets, while safeguarding investor protections.

SEC Chairman Paul S. Atkins emphasized that these efforts align with the Commission's ongoing clarity provision for crypto markets and Congress's work towards a lasting regulatory framework. The proposed regulations introduce exemptions from Securities Act of 1933 registration requirements for certain crypto asset investment contracts.

The first exemption permits offerings up to $5 million within a four-year period, while the second allows up to $75 million per 12-month period. Both require investors to receive principles-based narrative disclosures, with the second exemption mandating financial statements and ongoing reporting.

Additionally, the proposed rules include a conditional safe harbor from the term "investment contract" in the Securities Act and Exchange Act definitions of "security." If satisfied, a crypto asset would not be considered an investment contract under these definitions. Furthermore, the rules would supersede state securities laws for offers and sales of securities issued under the exemption and certain secondary market transactions.

By building on the Commission's interpretive guidance, the proposed rules seek to clarify when crypto assets fall under federal securities laws, deter offshore operations, and expand investment opportunities for U.S. investors with stronger, consistent protections. The public comment period will remain open for 60 days post the publication of the proposing release in the Federal Register.