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On August 18, 2026, the Securities and Exchange Commission (the “Commission” or the “SEC”) published proposed rules, titled “Regulation Crypto Assets” (“Reg Crypto Assets”), which would establish a framework to raise capital and disclosure requirements involving certain crypto asset-related investment contracts. The proposed rules represent the next phase in the Commission’s ongoing effort to regulate capital formation through certain investment contracts involving crypto assets, which the Commission terms “covered investment contracts.” Beginning even before Paul Atkins was sworn in as Chairman of the SEC in April 2025, the Commission has taken a series of increasingly potentially significant steps to define its role related to digital assets. In January 2025, the Commission established the Crypto Task Force under Commissioner Hester Peirce, which has held roundtables and published numerous pieces of digital assets-related guidance. Then, in March 2026, the Commission published a release that included an interpretation of how the definition of “security” applied to digital assets and related transactions, further clarifying the treatment of certain crypto assets under the federal securities laws.
Reg Crypto Assets builds on this guidance by proposing a framework to raise capital through the issuance of covered investment contracts under the federal securities laws, as well as proposing a conditional safe harbor by which an investment contract issuer could delink a crypto asset from the investment contract. The proposed Reg Crypto Assets would also delineate the role of state law and preemption in certain covered investment contract-related transactions. In the words of the SEC, “[t]he 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.”
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