SEC proposes tailored crypto-asset offering exemptions and an investment-contract safe harbor

What changed

The SEC proposed Regulation Crypto Assets for certain investment contracts involving crypto assets. A startup exemption would permit up to $5 million of offerings during a four-year period, and a fundraising exemption would permit up to $75 million during each 12-month period, subject to tailored disclosures and other conditions. The proposal also includes a conditional safe harbor under which a non-security crypto asset would no longer be treated as subject to an investment contract after the issuer permanently ends promised essential managerial efforts and satisfies specified conditions. Antifraud and antimanipulation provisions would continue to apply. The proposal is not effective.

Who it affects

• Crypto-asset issuers and network developers seeking U.S. capital
• Investment advisers, private funds, and clients evaluating exempt crypto offerings
• Broker-dealers, custodians, platforms, and compliance teams supporting covered offerings or secondary activity

What is still open

• The final eligibility, disclosure, reporting, certification, offering-limit, and safe-harbor conditions
• How the proposal will interact with the SEC's March 2026 crypto interpretation and future federal market-structure legislation
• Whether and when the SEC will adopt a final rule and what transition treatment it will provide

What it means for an advisor

• Do not treat the proposed exemptions or safe harbor as currently available
• Map private-offering, issuer-diligence, custody, valuation, conflicts, transfer-restriction, and client-disclosure procedures that would need revision if adopted
• Distinguish the status of the crypto asset from the status of any related investment contract when reviewing offerings and client communications

Previous interpretation

The SEC agenda identified an anticipated July 2026 NPRM on crypto-asset offers, exemptions, and safe harbors, but no proposed rule had yet been issued.