The SEC's proposed Regulation Crypto Assets enters its final nine days of public comment on Sunday, with the window closing on 20 October. The SEC's rule page and the Federal Register notice show the proposal was issued on 18 August and published on 21 August under file number S7-2026-27, release 33-11434. It would create a tailored offering regime for certain investment contracts involving crypto assets. It is a proposal, not a final rule, and nothing in it is in force today.
Two exemptions and a conditional safe harbor
The proposal contains two exemptions from the registration requirements of the Securities Act of 1933. The first would permit offerings of up to $5 million during a four-year period. The second would permit offerings of up to $75 million during each 12-month period. Under both, issuers would make principles-based narrative disclosures available to investors. Issuers using the larger exemption would also provide financial statements and face ongoing reporting requirements. Both groups remain subject to the antifraud and antimanipulation provisions of the federal securities laws. The package also includes 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 are satisfied, a crypto asset would not be treated as subject to an investment contract for those purposes. Comments are due on or before 20 October 2026 through the SEC's internet comment form or by email to rule-comments@sec.gov with the file number on the subject line. The deadline lands as the agency works through a busy crypto docket, including the CFTC's move to fold event contracts into swap rules and the open comment file on Regulation CTX and CAM. A separate Federal Register notice on Regulation Crypto Asset Transactions and Regulation Crypto Asset Markets is scheduled for publication on 13 October.