The US Securities and Exchange Commission has proposed a standing framework for certain investment contracts involving crypto assets, giving companies two ways to raise money without triggering the agency’s full securities-registration regime. The proposal, published 18 August 2026, would let eligible issuers raise up to $5 million over four years with narrative disclosure alone, or up to $75 million in any 12-month period if they also file financial statements and keep reporting afterwards.
The exemptions would be conditional and would apply to specified crypto-asset investment-contract offerings, rather than creating a general exemption for all digital assets or issuers.
Both tracks would still carry the SEC’s standard antifraud protections. The proposal, called Regulation Crypto Assets, also sets out a conditional safe harbour.
Under that safe harbour, an issuer could seek to end an associated investment contract after completing or permanently ceasing the “essential managerial efforts” it promised to token holders. The issuer would also have to meet the proposal’s other conditions, including filing a public certification, backed by supporting analysis, that it has met the safe harbour’s terms.
The proposal wouldn’t simply declare that every asset involved is no longer a security. Instead, it would set out conditions under which the associated investment contract no longer applies under the relevant securities-law definitions.
The proposal is the Commission’s first attempt at a standing rule for crypto fundraising of this kind, rather than relying primarily on the enforcement actions and individual settlements that have shaped the sector in recent years. Chair Paul Atkins said the plan was intended “to provide crypto asset entrepreneurs and market participants with clear pathways to raise capital under the federal securities laws” as “Congress works to establish a lasting regulatory framework.”
The rule arrives days after the Commission unexpectedly pulled a 14 August meeting that had been scheduled to vote on it, a delay CoinDesk reported without further explanation from the agency. The Commission has now opened a 60-day public comment period, running from the proposal’s publication in the Federal Register, and the SEC’s rule page sets out the proposal and its comment process.
Two commissioners issued statements alongside Atkins. Hester Peirce, in a statement titled “Filling the Regulatory Tank”, called the plan “one step on a long road”. She said rules should be written so that “well-intentioned people can follow them without having to abandon legitimate pursuits”.
Peirce also cautioned that the exemptions wouldn’t suit every crypto business model. She asked commenters how token holders might share in a project’s growth, an issue the proposal doesn’t yet resolve.
Cody Carbone, chief executive of the crypto trade body the Digital Chamber, welcomed the proposal and said the SEC had incorporated suggestions from the industry. His organisation, he added, “will continue to work with the SEC to ensure consumers and the digital assets industry can thrive onshore in the US,” according to CoinDesk.
Atkins has said rulemaking alone won’t be enough. “Legislation remains indispensable to enacting ‘future-proofed’ rules of the road that are durable enough to protect the work we are undertaking today from being unwound by a future rogue regulator,” he said, according to CoinDesk.
Congress has its own version of that fix moving through the Senate. CoinDesk reported on 18 August that lawmakers were seeking a floor vote on the Digital Asset Market Clarity Act within roughly three weeks, before a lengthy recess.
The Digital Chamber, alongside the Crypto Council for Innovation and the Blockchain Association, had already backed Senate consideration of the legislation in a joint statement dated 24 July. The organisations’ letter called for Senate floor consideration of the Digital Asset Market Clarity Act.
Regulation Crypto Assets fills a gap in the meantime, but it remains a Commission proposal rather than legislation. Congress would need to pass a statute to create a durable market-structure framework beyond the SEC’s own rulemaking authority.
