United States Government Publishing Office publisher pbl distributor dst United States National Archives and Records Administration Office of the Federal Register author aut Government Organization text government publication eng FR Regulatory Information 2026_register executive 2026-08-21 article Part IV Proposed Rules D09002ee1e7151053 D09002ee1e71515f9 United States Securities and Exchange Commission originator org United States Government Agency or Subagency The Securities and Exchange Commission ("Commission") is proposing new rules to create a tailored offering regime for certain investment contracts involving crypto assets. The proposed offering regime is intended to facilitate capital formation and accommodate innovation within the crypto asset markets while, at the same time, ensuring that investors are adequately protected and provided with the information they need to make informed investment decisions. The proposed rules would be set forth in a new regulation titled "Regulation Crypto Assets" and would include two exemptions from the registration requirements of section 5 of the Securities Act of 1933. The first exemption would permit offerings of up to $5 million during a four-year period. The second exemption would permit offerings of up to $75 million during each 12-month period. Under both exemptions, issuers would be required to make certain principles-based narrative disclosures available to their investors. In addition, issuers under the second exemption would be required to provide financial statements and would be subject to ongoing reporting requirements. Issuers that rely on these exemptions would remain subject to the antifraud and antimanipulation provisions of the Federal securities laws. The proposed rules also would include a conditional safe harbor from the term "investment contract" in the definitions of "security" in the Securities Act of 1933 and the Securities Exchange Act of 1934. If the conditions of that proposed safe harbor are satisfied, then a crypto asset would be deemed not to be subject to an investment contract for purposes of those definitions of "security." 91 FR 54510 https://www.govinfo.gov/app/details/FR-2026-08-21/2026-17183 2026-17183 fr21au26-23 RIN 3235-AN38 8011-01-P Release Nos. 33-11434 34-106150 File No. S7-2026-27 https://www.govinfo.gov/app/details/FR-2026-08-21/2026-17183 https://www.govinfo.gov/content/pkg/FR-2026-08-21/html/2026-17183.htm https://www.govinfo.gov/content/pkg/FR-2026-08-21/pdf/2026-17183.pdf Administrative Practice and Procedure Authority Delegations (Government Agencies) Organization and Functions (Government Agencies) Reporting and Recordkeeping Requirements Securities Electronic Filing Investment Companies 146 p. 54510 54655 91 FR 54510 Title 17 Part 200 17 CFR Part 200 Title 17 Part 201 17 CFR Part 201 Title 17 Part 228 17 CFR Part 228 Title 17 Part 230 17 CFR Part 230 Title 17 Part 232 17 CFR Part 232 Title 17 Part 239 17 CFR Part 239 RIN 3235-AN38 Regulation Crypto Assets; Federal Register Vol. 91, Issue PRORULE 2026-17183 IV SECURITIES AND EXCHANGE COMMISSION 2026-08-21 2026-10-20 Release Nos. 33-11434 34-106150 File No. S7-2026-27 8011-01-P 2026-17183 Proposed rule.

The Securities and Exchange Commission ("Commission") is proposing new rules to create a tailored offering regime for certain investment contracts involving crypto assets. The proposed offering regime is intended to facilitate capital formation and accommodate innovation within the crypto asset markets while, at the same time, ensuring that investors are adequately protected and provided with the information they need to make informed investment decisions. The proposed rules would be set forth in a new regulation titled "Regulation Crypto Assets" and would include two exemptions from the registration requirements of section 5 of the Securities Act of 1933. The first exemption would permit offerings of up to $5 million during a four-year period. The second exemption would permit offerings of up to $75 million during each 12-month period. Under both exemptions, issuers would be required to make certain principles-based narrative disclosures available to their investors. In addition, issuers under the second exemption would be required to provide financial statements and would be subject to ongoing reporting requirements. Issuers that rely on these exemptions would remain subject to the antifraud and antimanipulation provisions of the Federal securities laws. The proposed rules also would include a conditional safe harbor from the term "investment contract" in the definitions of "security" in the Securities Act of 1933 and the Securities Exchange Act of 1934. If the conditions of that proposed safe harbor are satisfied, then a crypto asset would be deemed not to be subject to an investment contract for purposes of those definitions of "security."

This release was published in the Federal Register on August 21, 2026. Comments should be received on or before October 20, 2026. Patrick Faller, Special Counsel, Office of Chief Counsel, at (202) 551-3500, John Fieldsend, Special Counsel, Office of Rulemaking, at (202) 551-3430, or Irene Paik, Attorney-Advisor, Office of Crypto Assets, at (202) 551-2076, Division of Corporation Finance, U.S. Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549. 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Table of Contents: AE 2.7: GS 4.107: AE 2.106: KF70.A2 https://www.govinfo.gov/app/details/FR-2026-08-21 P0b002ee1e714cef5 0097-6326 0042-1219 0364-1406 769-004-00000-9 000582072 f:fr21au26 https://www.govinfo.gov/app/details/FR-2026-08-21 https://www.govinfo.gov/content/pkg/FR-2026-08-21/pdf/FR-2026-08-21.pdf https://www.govinfo.gov/content/pkg/FR-2026-08-21/xml/FR-2026-08-21.xml fdlp 54211 54655 DGPO 2026-08-21 2026-08-21 FR-2026-08-21 machine generated eng FR FR-2026-08-21 91 161