On August 18, 2026, the SEC proposed Regulation Crypto Assets (Release No. 33-11434), a tailored securities offering regime for investment contracts involving crypto assets. The proposal builds on the Commission's March 2026 interpretive release and rests on the distinction that the investment contract is the security, not the crypto asset itself.

The proposal proposes two exemptions from Securities Act registration. A one-time startup exemption would permit up to $5 million in offerings over a four-year period. A fundraising exemption modeled in part on Regulation A would permit up to $75 million during each 12-month period through two tiers, which the SEC fact sheet places at $20 million for Tier 1 and $75 million for Tier 2, as long as additional disclosure and ongoing reporting obligations are met. Federal antifraud and antimanipulation rules would continue to apply at every stage.

Two provisions are particularly significant for AIMA members. A conditional safe harbor would allow a crypto asset to cease being subject to an investment contract once the issuer certifies that it has completed or permanently ceased the essential managerial efforts it promised. The proposal would also preempt state securities law registration and qualification requirements for offerings made under an RCA exemption and for certain secondary market transactions, with that preemption continuing only while the issuer satisfies its information and reporting obligations. The proposal does not address treatment under the Investment Company Act, the Advisers Act custody rule, or adviser valuation obligations.

Comments are due 60 days after publication in the Federal Register under file number S7-2026-27.