Key Takeaways
- • The SEC proposed "Regulation Crypto Assets" on August 18, 2026, which would let companies raise up to $75 million through the proposed exemptions.
- • The proposal would create two new exemptions from Securities Act registration requirements, with the first permitting offerings of up to $5 million over a four-year period.
- • Regulation Crypto Assets would preempt state registration and qualification requirements for securities issued under the proposed exemptions.
- • Public comments are due October 20, 2026, after which the SEC will review feedback before deciding whether to adopt a final rule.
- • A separate SEC proposal issued October 1, 2026 would establish a tailored custody framework for crypto assets held by registered investment advisers and regulated funds, according to SEC Chairman Paul S. Atkins.
Summary
The Securities and Exchange Commission proposed "Regulation Crypto Assets" on August 18, 2026, a rulemaking that would create two new exemptions from the registration requirements of the Securities Act of 1933 tailored to crypto asset offerings. According to the publisher's coverage, the exemptions would allow companies to raise up to $75 million. The first exemption would permit offerings of up to $5 million over a four-year period. Per the coverage, Regulation Crypto Assets would also preempt state registration and qualification requirements for securities issued under the proposed exemptions, a provision that would reduce the layered state-level compliance burden for qualifying issuers.
The proposal was published in the Federal Register on August 21, 2026, and opened a 60-day public comment period. Comments are due October 20, 2026, according to KPMG's summary of the release and other coverage. The SEC has said it will consider the feedback received and may revise the proposal before deciding whether to adopt a final rule. The rulemaking follows the SEC's March 2026 interpretation clarifying how federal securities laws apply to certain crypto assets. Sources describe the SEC as seeking feedback from all stakeholders.
Separately, on October 1, 2026, the SEC proposed a distinct framework for crypto asset custody by registered investment advisers and regulated funds, including registered investment companies and business development companies. Under the proposed amendments to the Investment Advisers Act of 1940 and the Investment Company Act of 1940, crypto assets could be held in self-custody under certain circumstances, and state trust companies could serve as custodians. SEC Chairman Paul S. Atkins said the proposal would give advisers and funds "a compliant pathway where none existed before," and would replace the uncertainty created by custody rules written for an earlier era. Institutional allocators tracking both proposals should note that the custody rules and Regulation Crypto Assets are separate rulemakings with separate scopes.
The proposal was published in the Federal Register on August 21, 2026, and opened a 60-day public comment period. Comments are due October 20, 2026, according to KPMG's summary of the release and other coverage. The SEC has said it will consider the feedback received and may revise the proposal before deciding whether to adopt a final rule. The rulemaking follows the SEC's March 2026 interpretation clarifying how federal securities laws apply to certain crypto assets. Sources describe the SEC as seeking feedback from all stakeholders.
Separately, on October 1, 2026, the SEC proposed a distinct framework for crypto asset custody by registered investment advisers and regulated funds, including registered investment companies and business development companies. Under the proposed amendments to the Investment Advisers Act of 1940 and the Investment Company Act of 1940, crypto assets could be held in self-custody under certain circumstances, and state trust companies could serve as custodians. SEC Chairman Paul S. Atkins said the proposal would give advisers and funds "a compliant pathway where none existed before," and would replace the uncertainty created by custody rules written for an earlier era. Institutional allocators tracking both proposals should note that the custody rules and Regulation Crypto Assets are separate rulemakings with separate scopes.
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