Overview
- The SEC formally proposed Regulation Crypto Assets on August 18, 2026, offering a new federal framework for a narrow class of crypto investment contracts.
- The rule would create two fundraising exemptions: a startup option that allows up to $5 million in token sales over four years and a larger track that permits up to $75 million in any 12-month period with stronger reporting rules.
- A conditional safe harbor would let an issuer declare that it has finished the managerial work promised to investors so the tied token can stop being treated as an investment contract once a public transition filing is made.
- Issuers relying on either exemption must provide principles-based narrative disclosures that explain tokenomics, governance, security, management conflicts and risks, and qualifying offerings would be exempt from separate state registration and some resale filings.
- The proposal opens a 60-day public comment window after publication in the Federal Register and could be changed by the rulemaking process, challenged in court, or overturned by future action, so the SEC and industry stress Congress must pass legislation for lasting certainty.