Short answer: On August 18, 2026, the U.S. Securities and Exchange Commission (SEC) proposed Regulation Crypto Assets, its first rulebook written specifically for token offerings. It would let projects raise up to $5 million under a startup exemption or up to $75 million a year under a fundraising exemption without full registration, and gives tokens a way to exit investment-contract status once the team's promised work is done.
What happened
The SEC released Regulation Crypto Assets on Tuesday, August 18, only days after cancelling an August 14 open meeting where the proposal was expected, citing a scheduling issue. The release is the centerpiece of Project Crypto, the digital asset initiative led by SEC Chairman Paul Atkins, who described it as a new course built around exemptions that make capital formation easier. It opens a 60-day comment period after publication in the Federal Register.
For most of the past decade the SEC treated token sales mainly through enforcement actions and informal guidance. Regulation Crypto Assets would instead create a bespoke offering regime under the Securities Act of 1933, the law that requires securities offerings to be registered unless an exemption applies.
How the Regulation Crypto Assets exemptions work
| Path | How much can be raised | Main obligations |
|---|---|---|
| Startup exemption | Up to $5 million over four years, one-time use | Principles-based narrative disclosure on the project, network, token economics, governance and risks; no audited financials |
| Fundraising exemption, Tier 1 | Up to $20 million per 12 months | Offering statement on Form 1-CRYPTO with narrative disclosure |
| Fundraising exemption, Tier 2 | Up to $75 million per 12 months | Audited financial statements plus annual, semiannual and current reporting |
According to law firm Sidley Austin's summary, tokens sold under these exemptions would carry no resale restrictions and could trade freely. The rule would also preempt state securities registration for these offerings and for certain secondary trades while the issuer keeps its disclosures current.
The safe harbor: when a token stops being an investment contract
An investment contract, under the Supreme Court's Howey test, is an arrangement where people invest money expecting profits from the efforts of others. The proposal does not throw that test out. Instead, it adds a conditional safe harbor: once the issuer completes, or permanently stops, the essential managerial efforts it promised, and files a certification (Form TR) with supporting analysis, the token would no longer be treated as subject to an investment contract under the 1933 and 1934 securities acts.
The idea echoes the token safe harbor Commissioner Hester Peirce first floated in 2020, but in a far more detailed form, and the dollar caps borrow from existing Regulation A and crowdfunding limits.
- For builders: a legal route to sell tokens to U.S. investors without a full registration statement.
- For exchanges: clearer grounds to list tokens that have passed through the regime and certified their status.
- For Congress: Atkins stressed that legislation remains indispensable. The rule complements, rather than replaces, the Digital Asset Market Clarity Act (CLARITY Act) still pending in the Senate.
What it means for you
- Nothing changes yet. This is a proposal; tokens, listings and your wallet are unaffected until a final rule is adopted, which requires another Commission vote after the comment period.
- More disclosure to read. If adopted, token sales aimed at U.S. buyers would come with standardized documents on token economics, governance and risks. Read them before buying, especially for new launches.
- Exemptions are not endorsements. A project using an exemption is not vetted or approved by the SEC, and small new tokens remain illiquid and volatile. Our guide on avoiding crypto scams covers red flags that no rule removes.
Key takeaways
- The SEC proposed Regulation Crypto Assets on August 18, 2026, the core of Paul Atkins' Project Crypto.
- Startup exemption: up to $5 million over four years; fundraising exemption: up to $20 million (Tier 1) or $75 million (Tier 2) per year.
- A safe harbor lets tokens exit investment-contract status once promised managerial efforts end and are certified.
- Comments are open for 60 days after Federal Register publication; the CLARITY Act is still needed for a durable framework.
If a newly listed token catches your eye, check that it is actually supported on the network you use; the list of supported coins shows what can be swapped directly.
Sources: U.S. SEC, Sidley Austin, CoinDesk, Morrison Foerster
Frequently asked questions
What is SEC Regulation Crypto Assets?
It is a rule the U.S. Securities and Exchange Commission proposed on August 18, 2026 that would let crypto projects raise money through token offerings without full registration, using a $5 million startup exemption or a fundraising exemption of up to $75 million per year, with tailored disclosures.
Does Regulation Crypto Assets mean tokens are no longer securities?
Not by itself. It works inside the Howey test: a token sold with an investment contract is covered while the team's promised managerial efforts continue, and a safe harbor lets it exit that status once those efforts are completed or stop and the issuer files a certification.
When could Regulation Crypto Assets take effect?
Only after a 60-day public comment period following Federal Register publication, review of the comments and a final vote by the Commission. Until then it is a proposal and existing rules apply.
