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SEC proposes new rules for investment contracts involving crypto assets.
Сryptocurrency
On Tuesday, the Securities and Exchange Commission (SEC) proposed new rules establishing a regulatory framework
for certain investment contracts involving crypto assets. The proposal, titled "Regulation Crypto-Asset," follows the Commission's March 2026 guidance clarifying how federal securities laws apply to specific crypto assets and related transactions.
The proposed rules include two exemptions from the registration requirements of the Securities Act of 1933. The first exemption permits offerings of up to $5,000,000 over a four-year period. The second allows for offerings of up to $75,000,000 during each 12-month period. Both exemptions require issuers to provide investors with principle-based narrative disclosures. The second exemption also mandates the provision of financial statements and ongoing reporting requirements.
The proposal includes a conditional "safe harbor" regarding the term "investment contract" within 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 will not be treated as an investment contract for the purposes of those security definitions. The proposed rules also provide for preemption of state securities registration requirements for offers and sales made under the "Regulation Crypto-Asset" exemptions, as well as for certain secondary market transactions. "Building on the Commission’s efforts to provide clarity for cryptocurrency markets—and while Congress works to establish a long-term regulatory framework—'Regulation of Crypto-Assets' aims to provide crypto-asset entrepreneurs and market participants with clear pathways for raising capital in compliance with federal securities laws," stated SEC Chairman Paul S. Atkins.
The public comment period will remain open for 60 days following publication in the Federal Register.