SEC proposes new rules for crypto asset investment contracts

The Securities and Exchange Commission (SEC) has proposed new rules aimed at establishing a regulatory framework for certain investment contracts involving crypto assets. This proposal, titled "Regulation Crypto Assets," follows the Commission's March 2026 interpretation that clarified how federal securities laws apply to specific crypto assets and related transactions.

The proposed rules include two exemptions from registration requirements under the Securities Act of 1933, allowing offerings of up to $5 million over a four-year period and up to $75 million per 12-month period. These exemptions would require issuers to provide principles-based narrative disclosures to investors and, for the second exemption, financial statements and ongoing reporting requirements.

The proposal also includes a conditional safe harbor from the term "investment contract" in the definitions of "security" under the Securities Act of 1933 and the Securities Exchange Act of 1934. If the safe harbor conditions are met, a crypto asset would not be subject to an investment contract for purposes of those security definitions.

The proposed rules would preempt state securities law registration requirements for offers and sales under Regulation Crypto Assets exemptions and certain secondary market transactions. SEC Chairman Paul S. Atkins emphasized the need for clarity in crypto markets and a lasting regulatory framework, stating that the proposal aims to provide crypto asset entrepreneurs and market participants with clear pathways to raise capital under the federal securities laws. The public comment period will remain open for 60 days after publication in the Federal Register.

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