The SEC voted to propose Regulation Crypto Assets on 18 August 2026. The proposal is at the proposed-rule stage and will remain open for public comment for 60 days following publication in the Federal Register. The rule would establish the Commission's first bespoke offering regime for investment contracts involving crypto assets, departing from the prior approach of regulating primarily through informal guidance and enforcement actions.
The proposed rule builds on SEC interpretive guidance issued earlier in 2026 on when crypto assets constitute investment contracts under the Securities Act of 1933. Proposed Rule 195 would create a startup exemption permitting token issuers to raise up to $5 million over a four-year period without registration. Proposed Rule 196 would create a fundraising exemption permitting up to $75 million during any 12-month period. Both exemptions require issuers to make specific disclosures to purchasers and impose resale restrictions on purchased tokens.
Crypto token issuers, blockchain protocol developers, and digital asset exchanges operating in the United States are the primary market participants affected. Issuers that previously avoided US markets due to Securities Act registration requirements gain a legal pathway to offer investment contracts to US retail and institutional investors without full registration. Exchanges listing tokens that may qualify as covered investment contracts must assess whether any offering on their platform satisfies the exemption conditions.
The proposal does not resolve how the two new exemptions interact with pending legislation, including the Financial Innovation and Technology for the 21st Century Act (FIT21), which Congress continues to consider. The public comment period closes approximately 17 October 2026. Offshore token issuers that structured operations outside the United States to avoid Securities Act exposure may reassess those structures once the final rule takes effect.
Licentium may advise on this matter or introduce clients to our partner network across major crypto markets. Work we undertake includes Securities Act exemption analysis, Howey test assessments for token structures, exchange listing compliance reviews, and regulatory engagement with the SEC and CFTC.
Source: SEC Press Release No. 2026-76, Regulation Crypto Assets Proposed Rule, 18 August 2026