SEC Proposes 'Regulation Crypto Assets' Offering Regime

The U.S. Securities and Exchange Commission on August 18, 2026, proposed 'Regulation Crypto Assets,' a tailored framework for offerings of certain investment contracts involving crypto assets. The proposal, if adopted, would create two new exemptions from Securities Act registration: a 'startup exemption' for offerings up to $5 million over four years and a Regulation A-style 'fundraising exemption' for offerings up to $75 million in a 12-month period.

Sophisticated counsel and clients care because this framework could provide the first clear, bespoke compliance path for U.S. crypto offerings. However, the larger fundraising exemption is available only to U.S.-organized entities that also satisfy strict U.S. tests for management, asset location, and administration, forcing international projects to weigh market access against significant operational and tax restructuring. The proposal also includes a conditional safe harbor that could deem a crypto asset no longer subject to an investment contract once the issuer completes its essential managerial efforts, potentially clarifying the path to decentralization. The comment period for the proposed rule is open until October 20, 2026.