The US Securities and Exchange Commission has proposed a tailored securities-offering framework for certain investment contracts involving crypto assets, combining new fundraising exemptions with disclosure duties and a conditional route out of investment-contract status.
Regulation Crypto Assets, announced by the SEC on August 18, remains a proposal rather than an effective rule. The agency said the public comment period will run for 60 days after the proposing release is published in the Federal Register.
The distinction matters for payment companies, wallets and digital-asset platforms that may support token distribution or secondary-market activity. The proposal does not declare that every crypto asset is a security, nor does it remove the need to examine the transaction, the issuer’s promises and the conditions attached to any exemption or safe harbor.
Two exemptions would apply at different fundraising scales
The first proposed exemption would permit an issuer to raise up to $5 million during a four-year period. The second would permit offerings of up to $75 million during each 12-month period.
Issuers using either route would have to make principles-based narrative disclosures available to investors. The larger exemption would also require financial statements and ongoing reporting, according to the SEC.
That structure would create a graduated compliance regime rather than a disclosure-free carve-out. For intermediaries, the practical control question would be whether an issuer actually qualifies for the selected exemption and has supplied the required information before a platform facilitates an offer or sale. The SEC announcement does not establish the detailed procedures as final obligations, and those terms could change through rulemaking.
The safe harbor would be conditional
The proposal also 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. When all conditions are satisfied, the crypto asset would be deemed not to be subject to an investment contract for those statutory definitions.
SEC Chairman Paul Atkins said the proposed route is intended to apply after an issuer has completed, or permanently ceased, the essential managerial efforts it represented or promised under the investment contract. That framing puts continuing issuer conduct at the center of the analysis: a token’s technical transferability alone would not demonstrate that the safe harbor applies.
The proposal would also preempt state securities-law registration and qualification requirements for offers and sales made under a Regulation Crypto Assets exemption, along with certain secondary-market transactions. Preemption would not itself eliminate federal conditions or other laws that may apply to intermediaries and transactions.
Why payment and wallet operators should track the boundaries
Crypto payment products can combine several legally distinct functions: holding assets, transmitting value, providing conversion, enabling merchant acceptance and distributing tokens. Regulation Crypto Assets is directed at securities offerings and investment contracts, not at those payment functions as a single category.
Operators therefore should avoid treating the proposal as a blanket authorization for token support. A platform may need to distinguish an issuer’s capital-raising transaction from later transfers, verify which exemption is claimed, monitor the availability of required disclosures and preserve evidence supporting any safe-harbor determination. Those are analytical implications of the proposal, not current requirements created by an adopted rule.
The SEC said its proposal builds on an interpretation issued in March 2026 and is intended to reduce uncertainty around when federal securities laws apply. For payments and fintech compliance teams, the immediate task is narrower: follow the Federal Register publication and comment process, map products to the specific activities covered, and test whether existing onboarding and transaction controls can capture the conditions the final rule may require.
What remains unresolved
The Commission has not yet adopted Regulation Crypto Assets. The final text, effective date and operational requirements will depend on the rulemaking process. The comment deadline also cannot be converted into a calendar date until the proposing release is published in the Federal Register.
The proposal creates possible pathways for qualifying offerings and transactions, but each pathway depends on conditions. Firms should not describe a planned offering as exempt, or a crypto asset as outside investment-contract status, solely because the proposal has been announced.