The SEC published proposed rules in Release No. 33-11434 on 18 August 2026. The rules create a tailored regulatory path for issuers of crypto assets constituting investment contracts, operating alongside existing Regulation A, Regulation D, and Regulation Crowdfunding exemptions under the Securities Act of 1933. A 60-day public comment period follows Federal Register publication.
Regulation Crypto Assets proposes two exemptions under the Securities Act of 1933. The startup exemption permits offerings up to $5 million in aggregate over any four-year rolling period, with principles-based narrative disclosures. The fundraising exemption permits offerings up to $75 million per year, requiring audited financial statements and ongoing reporting obligations. An investment contract safe harbor allows issuers to exit SEC jurisdiction upon certifying cessation of all essential managerial efforts promised under the investment contract, at which point the asset would no longer be treated as subject to Commission authority.
Crypto asset issuers planning token sales or digital asset fundraises currently relying on Regulation D private placements or no-action relief must assess whether Regulation Crypto Assets offers a preferable disclosure and reporting structure. Broker-dealers and alternative trading systems facilitating secondary trading of crypto assets that constitute investment contracts remain subject to existing SEC registration requirements pending further rulemaking. Issuers seeking the safe harbor must satisfy defined conditions, including certifying the end of all promised essential managerial efforts.
The $5 million and $75 million offering caps and the financial statement requirements remain open to revision during the comment period. The Commission has not yet proposed rules governing secondary market trading of crypto assets under this new regime. Whether a given crypto asset qualifies as an investment contract under the Howey test remains a threshold determination that Regulation Crypto Assets does not alter.
Licentium may advise on U.S. and multi-jurisdictional digital asset regulatory compliance and works with partner counsel in jurisdictions where local licensing is required. Contact us to discuss applicability assessments, comment letter strategy, or cross-border coordination. Work we undertake includes securities law analysis for token offerings, crypto asset regulatory classification, SEC registration exemption structuring, and cross-border digital asset compliance review.
Source: SEC, Proposed Rule: Regulation Crypto Assets, Release No. 33-11434, 18 August 2026