SEC proposes new framework for crypto-asset offerings

The US Securities and Exchange Commission has proposed a new Regulation Crypto Assets framework covering certain investment contracts involving crypto assets. The proposal could create a clearer route for capital raising and secondary-market activity while imposing new disclosure and reporting requirements on eligible issuers.

The US Securities and Exchange Commission has proposed a new regulatory framework for certain crypto-asset investment contracts, seeking to establish a tailored securities-offering regime while maintaining investor-protection requirements.

The proposal, announced on 18 August, follows the SEC’s March 2026 interpretation of how federal securities laws apply to certain crypto assets and transactions. The commission said the latest proposals are intended to provide market participants with clearer pathways to raise capital under US securities laws.

For asset managers and investment firms, one of the most significant elements is the proposed creation of exemptions covering certain offerings. Issuers would be required to provide principles-based narrative disclosures, while issuers using a second proposed exemption would also face financial-statement and ongoing reporting requirements.

The SEC has also proposed a conditional safe harbour relating to the definition of an “investment contract”. Where specified conditions are satisfied, a crypto asset would not be treated as subject to an investment contract for the purposes of the Securities Act and Securities Exchange Act definitions of a security.

The proposals could have implications well beyond crypto-native businesses. Asset managers are increasingly examining tokenised funds, digital securities and blockchain-based settlement, creating a need for a regulatory framework that can accommodate digital issuance without forcing firms to develop entirely separate compliance structures.

The SEC proposal also includes provisions concerning secondary-market transactions and would pre-empt certain state securities-law registration and qualification requirements for offerings made under the proposed exemptions.

The framework remains a proposal rather than a final rule. The public comment period is scheduled to remain open for 60 days following publication in the Federal Register.

For institutional investors, the key issue will be whether the eventual framework provides sufficient certainty around issuance, disclosure, trading and investor eligibility to support scalable products.

That could influence the pace at which traditional financial institutions develop tokenised securities and investment products in the US. It may also affect the competitive position of US markets relative to jurisdictions developing their own digital-asset and tokenisation regimes.