The Securities and Exchange Commission issued Release No. 33-11434, Regulation Crypto Assets, on 18 August 2026. The proposal is at the proposed rule stage, with a 60-day public comment window running from Federal Register publication. It builds on Commission interpretive guidance published earlier in 2026 that clarified when crypto assets constitute securities under federal law.
The proposed rules amend both the Securities Act of 1933 and the Securities Exchange Act of 1934. A first exemption permits unregistered offerings of up to $5,000,000 over a four-year period, conditioned on principles-based narrative disclosures to investors. A second exemption permits unregistered offerings of up to $75,000,000 in any 12-month period. That exemption conditions relief on audited financial statements and ongoing reporting to the Commission. A conditional safe harbor excludes a crypto asset from the definition of investment contract once an issuer has completed or permanently ceased all essential managerial efforts it represented or promised to take.
Token issuers, crypto exchanges, and broker-dealers considering U.S. offerings must determine whether their products satisfy either exemption's conditions or the safe harbor criteria. Issuers using the $75,000,000 exemption take on ongoing SEC reporting obligations equivalent to Exchange Act reporting. Non-U.S. issuers that structured offerings offshore to avoid SEC jurisdiction face a reduced basis for doing so; the Commission stated an intent to expand domestic investor access with more consistent protections.
No effective date has been set; the rules will not become binding until finalized after the comment period closes. The proposal does not address how the safe harbor interacts with state blue-sky securities laws. The Commission has not indicated whether the offering thresholds will be coordinated with existing Regulation Crowdfunding or Regulation A limits. The SEC's proposal also does not address the parallel CFTC rulemaking on commodity classification of digital assets.
Licentium advises token issuers, digital asset exchanges, and institutional investors on U.S. digital asset securities strategy. Work we undertake includes SEC registration analysis, offering exemption structuring, safe harbor eligibility assessments, CFTC jurisdiction mapping, and preparation of comment letters on proposed digital asset rules.
Source: SEC, Notice of Proposed Rulemaking, Regulation Crypto Assets, Release No. 33-11434, 18 August 2026