Regulation Crypto Assets (SEC Proposed Offering Regime & Safe Harbor)
Current understanding
The SEC has proposed ‘Regulation Crypto Assets,’ a new offering regime that would permit issuers to raise up to $5 million over four years or $75 million per year in crypto investment contracts without full Securities Act registration. The proposal also includes a safe harbor that could remove certain crypto assets from the ‘investment contract’ definition under the federal securities laws, materially altering how tokens can be offered, sold, and later traded. Status: proposed rule (evidence tier: proposed-rule); comment period and final adoption pending.
Evidence log
- 2026-10-13 — Regulation Crypto Asset Transactions and Regulation Crypto Asset Markets: cross-connection with cftc-regulation-crypto-asset-transactions-markets: Parallel CFTC and SEC rulemaking efforts to construct dedicated crypto-asset regulatory frameworks — the CFTC targeting retail commodity transactions and markets, the SEC targeting offerings and investment-contract classification — foreshadowing jurisdictional seams between commodity and security treatment of crypto assets. (novelty: 2)
- 2026-10-06 — Adviser and Regulated Fund Custody Rules; Crypto Custody Rules: cross-connection with sec-custody-rules: Custody rulemaking pairs with the SEC’s proposed Regulation Crypto Assets offering regime to define both issuance and safekeeping of crypto within the Advisers Act/Investment Company Act perimeter. (novelty: 3)
- 2026-08-21 — Regulation Crypto Assets: cross-connection with registered-offering-reform: Regulation Crypto Assets creates a crypto-specific analogue to registered/exempt offering pathways, sitting alongside broader Form S-1/S-3/WKSI reforms in the SEC’s capital-formation stack. (novelty: 4)