SEC proposes new rules for crypto asset investment contracts

Investing.com -- The Securities and Exchange Commission proposed new rules on Tuesday that would establish a regulatory framework for certain investment contracts involving crypto assets. The proposal, titled "Regulation Crypto Assets," follows the Commission's March 2026 interpretation that clarified how federal securities laws apply to certain crypto assets and related transactions.

The proposed rules include two exemptions from registration requirements under the Securities Act of 1933. The first exemption would permit offerings of up to $5 million during a four-year period. The second would allow offerings of up to $75 million during each 12-month period. Both exemptions would require issuers to provide principles-based narrative disclosures to investors. The second exemption would also mandate financial statements and ongoing reporting requirements.

The proposal includes a conditional safe harbor from the term "investment contract" in the definitions of "security" under the Securities Act of 1933 and the Securities Exchange Act of 1934. If the safe harbor conditions are met, a crypto asset would not be subject to an investment contract for purposes of those security definitions. The proposed rules would also preempt state securities law registration requirements for offers and sales under Regulation Crypto Assets exemptions and certain secondary market transactions.

"As we continue the Commission's efforts to provide clarity for crypto markets, and as Congress works to establish a lasting regulatory framework, Regulation Crypto Assets seeks to provide crypto asset entrepreneurs and market participants with clear pathways to raise capital under the federal securities laws," said SEC Chairman Paul S. Atkins.

The public comment period will remain open for 60 days after publication in the Federal Register.

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