SEC Proposes Regulation Crypto Assets With $5M and $75M Routes

The US Securities and Exchange Commission proposed a dedicated offering framework for crypto assets on 18 August 2026, the first time the agency has put crypto-specific rules of its own out for public comment instead of applying general securities law case by case. The package, issued as proposing release 33-11434 under press release 2026-76, is titled Regulation Crypto Assets. It would let issuers sell certain crypto assets without registering the offering under the Securities Act of 1933, through one of two exemptions capped at $5 million and $75 million, and it would add a conditional safe harbor under which an asset stops being treated as an investment contract at all. None of it is in force. The proposal runs a 60-day comment period once it appears in the Federal Register.

Two routes: $5 million and $75 million

The smaller exemption is aimed at issuers at the start of their life: up to $5 million raised over a four-year period, supported by principles-based narrative disclosure written in plain language rather than the itemised schedules a full registration statement demands. The larger one allows up to $75 million in any 12-month window and costs more to use, because it also requires financial statements and continuing reports after the raise. An investment contract is the securities-law category that catches a scheme in which money is put in with an expectation of profit from someone else's work, and it is the category most token sales have been argued into. Regulation Crypto Assets does not dispute that classification so much as build an exit ramp around it.

One detail in the middle of the range remains unsettled. Most accounts, including the Commission's own summary, describe a single fundraising ceiling of $75 million. Crowdfund Insider reported the same exemption as two tiers, the first capped at $20 million. The tier appears in that one outlet and in none of the others. We could not reconcile the two descriptions.

When managerial efforts stop

The more consequential half of the proposal is the conditional safe harbor. Where its conditions are met, a crypto asset would fall outside the investment-contract definition and be treated as a non-security under both the 1933 Act and the Securities Exchange Act of 1934. The central condition, as Chair Paul Atkins described it, is that an issuer "has completed or permanently ceased all essential managerial efforts" it promised investors. The condition follows the underlying test's own logic: if the expectation of profit no longer depends on a central party's work, the thing being traded is closer to a commodity than a contract. Issuers wanting that certainty have had no route like this before, and much of 2026 was spent chartering under bank supervision instead.

One filing, not fifty

Offerings made under Regulation Crypto Assets, and certain secondary-market transactions in the assets they produce, would be preempted from state securities registration and qualification. Those state regimes, generally called blue-sky laws, run in parallel with the federal one, so an issuer exempt at federal level can still face fifty separate qualification questions. Removing that layer is what makes the smaller exemption usable at all; the legal cost of a fifty-state analysis can exceed the raise itself. It is also the part most likely to draw objection. It narrows what state regulators may reach. The direction matches how US agencies have handled the sector this year, working through published process, not case-by-case enforcement.

Sixty days on the clock

No vote tally and no dissenting statement were reported. Commissioner Hester Peirce called the proposal "one step on a long road toward a clear, sensible, enforceable regulatory framework"; Commissioner Mark Uyeda said it replaces "guesswork with fixed thresholds, defined disclosure obligations." Neither is a description of a finished rule. The comment period will test whether the safe harbor's conditions can be met by any project that actually exists, and whether the disclosure standard is specific enough to be enforceable. It will also decide where the fundraising ceiling lands.