On August 18, 2026, the Securities and Exchange Commission published proposed rules titled Regulation Crypto Assets (Release No. 33-11434), creating a tailored offering regime for certain investment contracts involving crypto assets. The proposal is at the proposed rule stage and is open for public comment for 60 days following publication in the Federal Register.
The proposed rules create two exemptions from registration under the Securities Act of 1933. The Startup Exemption permits offerings of up to $5 million during any consecutive four-year period; issuers must make principles-based narrative disclosures available to investors. The Fundraising Exemption permits offerings of up to $75 million per year; issuers using this exemption must also prepare financial statements to the applicable standard and meet ongoing periodic reporting obligations. A proposed investment contract safe harbor applies where an issuer certifies it has ceased all essential managerial efforts undertaken under the investment contract and satisfies the additional conditions specified in the proposed rules; upon that certification, the Commission would no longer treat the relevant crypto asset as subject to an investment contract.
Crypto asset issuers, token project developers, broker-dealers, and trading platforms must assess whether their offerings qualify for either exemption and prepare the required disclosure documents. Token issuers that satisfy the investment contract safe harbor conditions could reclassify their assets from securities to non-securities, affecting the listing eligibility of those tokens on registered exchanges and the scope of broker-dealer registration requirements for intermediaries dealing in the reclassified tokens.
The proposed rules do not address crypto assets already the subject of pending SEC enforcement actions, and the Commission has not specified how the $75 million annual ceiling in the Fundraising Exemption interacts with concurrent offerings under Regulation D or Regulation A+. The 60-day comment period is expected to generate submissions on exemption thresholds, the scope of the investment contract safe harbor, and the definition of essential managerial efforts.
Licentium may advise on exemption eligibility assessment, investment contract classification, and disclosure document preparation under the proposed rules, and maintains a partner network to assist crypto asset issuers, broker-dealers, and exchanges subject to the proposed regime. We welcome inquiries. Work we undertake includes crypto asset securities analysis, SEC registration exemption strategy, token offering structuring, investment contract classification, and digital asset regulatory compliance.