SEC Proposes Regulation Crypto Assets, Offering Token Issuers Two Exemptions

The Securities and Exchange Commission has proposed the first set of rules written specifically for crypto token offerings, rather than adapted from the forms used by companies selling shares.

What was proposed

The proposal, titled Regulation Crypto Assets, was issued on 18 August 2026 and published in the Federal Register on 21 August at 91 FR 54510 — 146 pages, under Release Nos. 33-11434 and 34-106150, File No. S7-2026-27.

It contains three moving parts.

Two exemptions from the registration requirement of Section 5 of the Securities Act. The first covers offerings of up to 5 million dollars over a four-year period. The second covers up to 75 million dollars in any twelve-month period, and comes with heavier obligations: audited-style financial statements plus ongoing reporting for as long as the exemption is relied on. Both tiers replace line-item disclosure with narrative disclosure written to a principles-based standard.

A conditional safe harbour from the term investment contract in the security definitions of both the Securities Act and the Exchange Act. An offering that meets the conditions would sit outside that term — which is the phrase the Commission has used for a decade to bring token sales inside its jurisdiction.

And pre-emption of state securities registration for covered offerings and for certain secondary-market transactions, removing the parallel fifty-state layer that has made small token offerings uneconomic.

Antifraud and antimanipulation provisions apply throughout, whichever exemption is used.

Why the Commission says it is doing this

Chairman Paul Atkins framed it as an admission that the existing machinery was the wrong shape for the job: the "square peg in a round hole" approach, in his words, "has caused unnecessary complications and, in turn, has impeded capital formation and innovation in the crypto asset markets."

Commissioners Hester Peirce and Mark Uyeda issued separate statements the same day. The press release and the published statements do not disclose a vote tally, and no dissent appears in the record we could read.

Atkins was explicit that this does not remove the case for legislation. A rule adopted by one Commission can be repealed by the next; a statute cannot. The pending market-structure bill remains, on his account, the durable answer.

What it changes in practice, and what it does not

The practical shift is at the small end. An issuer raising a few million dollars currently faces a choice between a full registration statement, a private placement limited to accredited investors, or a jurisdiction outside the United States. The 5-million-dollar tier creates a fourth option with disclosure obligations sized to the raise.

What it does not do is settle the status of tokens already trading. The safe harbour is conditional and prospective. Nothing in the text retroactively resolves whether a token sold in 2018 was a security, and nothing in it touches the exchange-listing question, which sits with the market-structure bill and with the exchanges' own listing standards.

The comment period runs to 20 October 2026. After that, the Commission may adopt the rule as proposed, adopt it with changes, or let it lapse. There is no deadline forcing any of the three.

Sources

• Proposed rule — Regulation Crypto Assets, 91 FR 54510, 21 August 2026
• SEC press release 2026-76, 18 August 2026 — sec.gov
• Chairman Atkins statement, 18 August 2026 — sec.gov
• Commissioner Peirce statement, 18 August 2026 — sec.gov