SEC proposes Regulation Crypto Assets: Key points for crypto asset issuers and market participants

On August 18, 2026, the US Securities and Exchange Commission (SEC) proposed Regulation Crypto Assets (the Proposal), creating a tailored offering regime for certain investment contracts involving crypto assets, defined as “covered investment contracts.” Release Nos. 33-11434 and 34-106150 (File No. S7-2026-27), if adopted, would establish two exemptions from registration under the Securities Act of 1933, as amended (Securities Act), crypto-specific disclosure requirements, a conditional safe harbor from the term “investment contract” in the definitions of “security,” and a definition of “qualified purchaser,” pre-empting certain state registration and qualification requirements.

The Proposal builds on the interpretive release issued in March 2026 (2026 Interpretation), summarized here, which addressed how the federal securities laws apply to certain crypto assets and transactions involving them. Modeled in large part after Regulation A by carrying over its two-tier structure, offering limits, affiliate caps, and qualification process, Regulation Crypto Assets would supply the transactional architecture to crypto assets classified as securities under the Howey test, including:

• Fixed offering limits,
  
  
• Defined disclosure obligations,
  
  
• Prescribed filings, and
  
  
• A mechanism for confirming that an investment contract has ceased to exist once the issuer completes or permanently ceases the managerial efforts it promised.

The transactional architecture of Regulation Crypto Assets embraces two main exemptions: the startup exemption and the fundraising exemption, explained in detail below. Comments on the Proposal are due by October 20, 2026, and the exemptions and safe harbor would be unavailable unless and until final rules are adopted and effective.

Scope of the Proposal

The framework of the Proposal is built around three defined terms:

• A “crypto asset,” defined as any digital representation of value recorded on a cryptographically secured distributed ledger;
  
  
• A “covered investment contract,” defined as a contract, transaction, or scheme constituting an investment contract, provided that 1) a crypto asset is subject to it, 2) the crypto asset is not itself a security, and 3) no other asset is subject to it; and
  
  
• A “subject crypto asset,” defined as a crypto asset subject to a covered investment contract.

Notably, tokenized securities would be excluded from the definition of a subject crypto asset because under the 2026 Interpretation such crypto assets themselves would be securities and would be subject to registration under Section 5 of the Securities Act. The distinction is the gating question for any project considering the Proposal. Regulation Crypto Assets would be available only where the crypto asset itself is not a security and the security is the separate investment contract to which the asset is subject. An issuer of a tokenized equity or debt instrument, or of any crypto asset that independently satisfies the definition of “security,” could not use either exemption or the safe harbor and would remain subject to the registration-or-exemption regime that applies to conventional securities. Classification of the asset under the 2026 Interpretation therefore must precede any decision about which offering pathway is available.

The security would therefore be the covered investment contract, not the crypto asset itself, and offerings bundling a crypto asset with other assets would fall outside the exemptions. The term “investment contract” is left undefined in the Proposal; the SEC directs issuers to the 2026 Interpretation which relies on the Howey test and its application to crypto assets.

The startup exemption

Proposed Regulation Crypto Assets would exempt “covered transactions” from the registration requirements of Section 5 of the Securities Act if the conditions of the proposed Rule 200(b) were satisfied. The definition of a ”covered transaction” includes any offer, sale, or other distribution of a covered investment contract in reliance on the exemption, including public and private offerings, certain airdrops, distributions made as an incentive for past or future use of an associated crypto network or application, and distributions rewarding activities related to operating, governing, or securing that network or application.

The principal conditions of the startup exemption would be:

• A four-year maximum duration measured from the filing of a notice of reliance on new Form NOR to indicate the issuer’s reliance on the startup exemption;
  
  
• A $5 million limit on the aggregate offering price plus gross proceeds of all covered transactions before and during the transaction;
  
  
• A one-time use restriction barring the issuer and its affiliates from relying on the exemption again for the same or a substantially similar crypto asset; and
  
  
• The issuer could be an entity, an individual, or a group, with each group member signing the required filings and certifications.

The disclosure mechanics depart from existing exemptions. Rather than filing narrative disclosure with the SEC, the issuer would post certain principles-based information about the offering at a website specified in its Form NOR, keep that information available for the earlier of four years from the filing of Form NOR and the date on which a transition report is filed, and amend it for material changes within 30 calendar days after each calendar year end. Form NOR would require a certification that the issuer intends to fulfill the essential managerial efforts it promised within that four-year period, at the end of which a Form TR transition report would be due and the exemption would no longer be available. Covered investment contracts issued under the exemption would not be restricted securities under Rule 144 and would not be subject to restrictions on resale; general solicitation would be permitted, and the antifraud and antimanipulation provisions would continue to apply.

The fundraising exemption

Proposed Regulation Crypto Assets would create a non-exclusive, two-tier exemption framework modeled in large part on Regulation A. See Appendix A for a table comparing relevant provisions of the fundraising exemption to Regulation A. As the SEC explains in the proposing release, covered investment contracts are not “eligible securities” under Regulation A and may not be offered or sold under it, and as a result a bespoke exemption is needed.

Offering limits and tier structure

	Tier 1	Tier 2
Offering limit per 12-month period	Up to $20 million of covered investment contracts	Up to $75 million of covered investment contracts
Maximum offered by affiliate selling securityholders	$6 million	$22.5 million
Financial statements	Required; prepared under US GAAP	Required; prepared under US GAAP
Assurance	No audit required solely to qualify; statements must be labeled unaudited. If an audit is obtained for other purposes and meets the applicable standards, it must be filed.	Audited under US GAAS or PCAOB standards by an auditor independent under Regulation S-X.
Investment limit for purchasers who are not accredited investors	10 percent of the greater of annual income or net worth	10 percent of the greater of annual income or net worth
Ongoing reporting	Forms 1-KC, 1-SC, and 1-UC	Forms 1-KC, 1-SC, and 1-UC
State registration and qualification	Pre-empted under proposed Rule 500	Pre-empted under proposed Rule 500

Issuer and affiliate sales would be aggregated for purposes of the identified limits. In the issuer’s first offering under the fundraising exemption, and in any offering qualified within one year of that first qualification date, covered investment contracts sold by selling securityholders could not exceed 30 percent of the aggregate offering price.

Issuer eligibility

Unlike the startup exemption, which would be available to entities, individuals, and groups, the fundraising exemption would be available only to an entity organized in the United States that also satisfies each of the following conditions:

• A majority of its executive officers or directors are US citizens or residents,
  
  
• More than 50 percent of its assets are located in the US, and
  
  
• Its business is administered principally in the US.

Accordingly, a foreign private issuer would be unable to rely on the exemption. In addition, the exemption would not be available to development stage companies that have no specific business plans or purpose or have indicated business plans to merge with or acquire unidentified companies (e.g., SPACs), registered investment companies, or business development companies, or issuers subject to an Exchange Act Section 12(j) order entered within the preceding five years. An issuer would also have had to have filed all required reports under proposed Rule 305 or Sections 13 or 15(d) of the Exchange Act reports for the prior two years.

Investor limitations

A purchaser who is not an accredited investor could not invest more than 10 percent of the greater of that purchaser’s annual income or net worth, such being determined in accordance with Rule 501 of Regulation D. For a purchaser that is not a natural person, the limit would be 10 percent of the greater of revenue or net assets for the most recently completed fiscal year.

Unlike Regulation A, the limitation related to the permissible investment amount would apply in both tiers rather than Tier 2 alone, and there would be no carve-out for exchange-listed securities. An issuer could rely on a purchaser’s representation in determining compliance, provided it does not know at the time of sale that the representation is untrue. Because reliance turns on the absence of contrary knowledge, issuers may want to establish onboarding procedures that capture and retain those representations.

Offering mechanics

The mechanics of an offering under proposed Regulation Crypto Assets would largely follow Regulation A. An offering statement on Form 1-CRYPTO would have to be qualified before any sale, and a draft could be submitted for non-public SEC staff review so long as the initial submission and any non-public amendments are filed publicly at least 15 calendar days before qualification. Notably, unlike Regulation A, the Proposal would permit non-public review of the offering statement to be submitted by issuers that have not previously sold securities under a qualified offering statement or an effective registration statement. The SEC will impose no filing fee in connection with these filings. Solicitation of interest (i.e., “testing the waters” communications) would be permitted under proposed Rule 304, including before a draft offering statement is confidentially submitted or publicly filed, but no money or other consideration, and no commitment binding or otherwise, could be accepted until qualification. The SEC reasoned that such “testing the waters” communications, would allow issuers to determine market interest before incurring the costs of preparing and filing an offering statement.

Except for proposed Rule 304 testing-the-waters communications, no offer may be made before an offering statement is filed. Between filing and qualification, in addition to proposed Rule 304 testing-the-waters communications, permitted communications would be limited to oral offers, written offers using a preliminary offering circular meeting the requirements of proposed Rule 303, with substantially the information required in the final offering circular, except for the pricing-dependent items that proposed Rule 302(b) permits to be omitted. After qualification, written offers would have to be accompanied or preceded by the most recent offering circular and could proceed publicly with no prohibition on general solicitation.

Final offering circular delivery obligations would attach at the point of sale. An issuer not already subject to proposed Rule 305(a) reporting would have to deliver a preliminary offering circular at least 48 hours before selling to anyone who indicated interest before qualification, including those responding to testing-the-waters materials. In a sale by the issuer or an underwriter, or by a dealer within 90 calendar days after qualification, a final offering circular would be due within two business days after the sale, which could be satisfied by a notice linking to the offering circular on EDGAR.

Continuous and delayed offerings would be permitted, and unlike Regulation A, would be available to both tiers. An ongoing offering would require a post-qualification amendment at least every 12 months to update the financial statements and reflect fundamental changes in information previously provided. Proposed Rule 306 would allow the SEC to suspend the availability of the exemption, and proposed Rule 307 would govern withdrawal and abandonment of an offering statement. As with the startup exemption, issuers relying on the fundraising exemption would remain subject to the antifraud and antimanipulation provisions of the federal securities laws.

Ongoing reporting obligations

Under proposed Rule 305(a), issuers would be subject to ongoing and periodic reporting obligations on new Forms 1-KC (annual reporting), 1-SC (semiannual reporting) and 1-UC (current reporting). An issuer could incorporate information by reference into a Form 1-CRYPTO only from documents previously filed on EDGAR, accompanied by a hyperlink to the incorporated document. Reporting would not continue indefinitely. An issuer could suspend its Rule 305(a) reporting obligations by filing a Form TR for a class held of record by fewer than 300 persons, determined according to Exchange Act Rule 12g5-1, provided its reports are current for the required look-back period, and reporting would terminate on a Form TR filing when the issuer either satisfies the investment contract safe harbor discussed below, or the covered investment contract otherwise ceases to exist.

A summary of the reporting obligations and required filings is outlined below:

Form	Purpose	Principal contents	Timing
1-CRYPTO	Offering statement for the fundraising exemption	Part I: An XML fillable form with issuer and summary offering information, including units offered and outstanding, price per unit, proposed sales by selling securityholders and affiliates, and concurrent offerings. Part II: Offering circular, with Items 3 through 12 tracking the proposed Rule 103(b) topics, plus a discussion of financial condition and financial statements. Part III: Signatures, exhibit index, and exhibits, including organizational documents, material contracts, instruments defining securityholder rights, testing-the-waters materials, and a legality opinion.	Must be qualified before any sale; drafts submitted for non-public review must be filed publicly at least 15 calendar days before qualification.
1-KC	Annual report	Rule 103(b) items other than the offering description, a discussion of financial condition, annual financial statements (audited for Tier 2), and any matter reportable on Form 1-UC in the last six months but not reported.	Within 120 calendar days after fiscal year end.
1-SC	Semiannual report	Covers the first six months of the fiscal year, including progress on the covered investment contract, network or application, and plan of development; discussion of financial condition; other information; and interim financial statements, which need not be audited.	Within 90 calendar days after the end of the six-month period.
1-UC	Current report	Eight specified events: fundamental changes; bankruptcy or receivership; material modification to securityholder rights; change in certifying accountant; non-reliance on previously issued financial statements; change in control; departure of certain officers; and other events.	Within four business days after the event.
TR	Transition report	Description of the issuer, covered investment contract, its current status, a Rule 400(a) certification, and supporting analysis.	On suspension or termination of the reporting obligation.

The investment contract safe harbor

Proposed Regulation Crypto Assets would also provide a non-exclusive safe harbor from the term “investment contract” in the definitions of “security” in Securities Act Section 2(a)(1) and Exchange Act Section 3(a)(10). Under proposed Rule 400(a), the issuer must have completed or otherwise permanently ceased all essential managerial efforts it promised under the covered investment contract, and must not be making, or intend to make, new representations or promises to engage in such efforts with respect to the crypto asset. Under proposed Rule 400(b), the issuer must file a Form TR describing the contract and crypto asset, certifying that the Rule 400(a) condition is satisfied, and providing a supporting analysis. If the requirements of proposed Rule 400(a) are not satisfied, the issuer must instead describe the current status of the contract, asset, network or application, and its plans.

If the conditions under proposed Rule 400(a) and (b) were satisfied, the covered investment contract would be deemed by the SEC to have ceased to exist, and the crypto asset would not be deemed to be subject to the investment contract for purposes of those definitions. The safe harbor would be available to any issuer meeting the conditions, including issuers that never used either exemption.

There are two caveats to be aware of:

• The SEC would have discretion to challenge whether the conditions were in fact met, and
  
  
• A crypto asset may no longer qualify as an investment contract under Howey, even when the safe harbor is unavailable.

The safe harbor is a non-exclusive option for establishing the absence of an investment contract. Failing to qualify for the safe harbor is therefore not conclusive in determining whether the asset remains a security. For a comparison of the treatment of covered investment contracts under the existing framework and under the Proposal, see Appendix B.

State-law pre-emption

Proposed Regulation Crypto Assets would define “qualified purchaser” for purposes of Section 18(b)(3) of the Securities Act to include persons to whom securities are offered or sold under Regulation Crypto Assets and persons in a transaction in a covered investment contract by anyone other than an issuer, underwriter, or dealer. Secondary market pre-emption would reach contracts initially sold by the issuer under a Regulation Crypto Assets exemption or another federal exemption and would continue only while the issuer remains current with the applicable exemption’s disclosure and filing or periodic reporting requirements. If the issuer fell out of compliance, pre-emption would not apply until the defect is cured.

General rules and disclosure

Regulation Crypto Assets would adopt the following rules:

• New proposed Rule 101 under Regulation Crypto Assets would confirm that the exemptions and the safe harbor are non-exclusive, so an issuer could also rely on other available exemptions if the conditions to such exemption(s) are met, subject to the integration framework in Rule 152. Proposed Rule 101(c) would require every document filed with or provided to the SEC under Regulation Crypto Assets to be submitted electronically through EDGAR in accordance with Regulation S-T. Proposed Rule 101 would provide relief for insignificant deviations.
  
  
• New proposed Rule 102 would allow the SEC to adjust the offering limits for inflation at least once every five years.
  
  
• New proposed Rule 103 would set out principles-based disclosure requirements for both exemptions, organized into ten topics:
  • The covered investment contract,
  • The offering,
  • The subject crypto asset,
  • Management and conflicts of interest,
  • The associated crypto network or application and plan of development,
  • Security and source code,
  • Token economics and allocation,
  • Governance,
  • The ecosystem; and
  • Risk factors.

• Disclosure would have to be tailored to the issuer’s circumstances, address the current stage of development, distinguish current conditions from future plans, and be consistent with the issuer’s public channels and promotional materials.

• New proposed Rule 104 would condition both exemptions on the issuer and specified related persons not being subject to “bad actor” disqualification under Regulation A Rule 262(a). Events predating the rule’s effective date would not disqualify an issuer but would have to be disclosed to purchasers.

Practical implications and key takeaways

• The threshold question is definitional. The Proposal would apply to arrangements where a crypto asset is subject to an investment contract, that asset is not itself a security, and no other asset is bundled in. Projects that clear that test would then weigh the two pathways against capital needs, development timeline, investor base, and reporting readiness. The practical application of such determination may require sophisticated legal analysis where engagement with counsel would be advised.
  
  
• The Proposal would establish a lifecycle framework, not a single exemption. It would pair the startup exemption, a one-time pathway capped at $5 million over a maximum of four years, with a larger Regulation A-style fundraising pathway. The Proposal would also add crypto-specific disclosure requirements, provide a filing-based endpoint for the investment contract, and pre-empt state registration for qualifying transactions while issuers remain current with their obligations.
  
  
• The startup exemption trades disclosure burden for a clock. Form NOR and the website disclosures required by proposed Rule 103 would not require financial statements, nor would SEC qualification be required, but the $5 million ceiling would be measured across all covered transactions, including airdrops and incentive distributions, and could be used only once for a given crypto asset. Complying with the exemption requires a public record of what the issuer promised, and allocation planning for a four-year period may prove challenging in a fast-paced startup environment, compromising the availability of the exemption.
  
  
• The fundraising exemption draws from public-company infrastructure. With the exception of Tier 2's requirement for audited US GAAP financial statements, both tiers would require a qualified Form 1-CRYPTO, annual, semiannual, and current reporting for both tiers. Because Regulation A’s Tier 1 reporting relief has no counterpart here, issuers are encouraged to consider audit and reporting readiness before considering a project.
  
  
• Two structuring points are unique to the fundraising exemption. The exemption would be open only to an entity organized in and with certain ties to the US, so an issuer with a project operated through an offshore entity or foundation may have to form a US entity or redomicile an existing one, a decision with tax, governance, and operational consequences that should be weighed well before an offering relying on the fundraising exemption commences. Separately, the 10-percent cap on non-accredited purchasers would allow an issuer to rely on a purchaser’s representation only absent contrary knowledge, which highlights the importance of having onboarding procedures that can capture and retain those representations.
  
  
• Existing project materials would become compliance documents. Proposed Rule 103 would tie required disclosure to whitepapers and established public channels, and the efforts an issuer publicly promised would be scrutinized. Reviewing current descriptions of milestones, managerial commitments, token economics, and governance in light of the proposed requirements under Regulation Crypto Assets, would be a useful exercise as reliance on the proposed exemptions, if adopted, would expose issuers to the anti-fraud and anti-manipulation rules of the federal securities laws.

Looking ahead

The comment period will remain open until October 20, 2026, and comments may be submitted through the SEC’s internet comment form or by email or paper submission referencing File Number S7-2026-27. The Proposal leaves broader market-structure questions to other SEC initiatives and potential congressional action to address; however, the comment period offers an opportunity for crypto asset market participants and other stakeholders to provide feedback on issues such as the safe harbor standard, the mechanics of secondary market pre-emption, alternative token economic models, and the fundraising exemption’s reporting obligations.

Learn more

For more information, please contact the authors. This alert was co-authored with Neil McCarthy, Co-Founder and Chief Product Officer, DragonGC; and Emily Chapman, Legal AI Architect, DragonGC.

Appendix A: The fundraising exemption compared with Regulation A

The table compares selected provisions and is not a complete statement of the conditions, exclusions, or filing requirements of either framework.

Provision	Proposed treatment	Existing framework	Comparison
Eligible securities	Covered investment contracts only; the subject crypto asset must not itself be a security.	Eligible securities are specified under Rule 261(c) (i.e., equity securities, debt securities, and securities convertible or exchangeable into equity interests, including guarantees of such securities, but excluding asset-backed securities).	Different. A separate regime is needed because covered investment contracts cannot be offered under Regulation A.
Offering limits	Tier 1 up to $20 million and Tier 2 up to $75 million per 12-month period, with $6 million and $22.5 million affiliate selling securityholder caps; selling securityholder securities capped at 30 percent of the aggregate offering price in the first offering and offerings qualified within one year of it.	Rule 251(a) sets the same two-tier structure, limits, and affiliate caps, and Rule 251(a)(3) imposes the same 30-percent first-year secondary sales limitation.	Same.
Issuer eligibility	US-organized entity; majority of executive officers or directors US citizens or residents; more than 50 percent of assets in the US; business administered principally in the US; specified exclusions.	Entity organized under US or Canadian law with its principal place of business in the US or Canada; the remaining Rule 251(b) exclusions closely track the Proposal, and Regulation A additionally excludes issuers of fractional interests in oil, gas, or mineral rights.	Different. The Proposal is limited to US issuers and adds quantitative asset, management, and administration tests; the remaining exclusions largely mirror Regulation A, though the Proposal omits the mineral rights exclusion as unnecessary.
Offering statement and qualification	Form 1-CRYPTO filed on EDGAR; qualification required before any sale; no filing fee.	Form 1-A filed on EDGAR; qualification required before any sale; no fee payable under Rule 252(b).	Substantially similar.
Non-public draft review	Permitted; the initial submission and any non-public amendments must be filed publicly at least 15 calendar days before qualification.	Permitted, but unavailable to issuers that previously sold securities under a qualified offering statement or an effective registration statement.	Similar, except that the Proposal would not carry over the prior-sales limitation and would require public filing 15 calendar days before qualification rather than Regulation A’s 21 days.
Solicitation of interest	Permitted under Rule 304, including before a draft is submitted or filed; no money or binding commitment may be accepted until qualification.	Rule 255 permits solicitation of interest at any time before qualification, including before non-public submission or public filing; no money, other consideration, or commitment binding or otherwise may be accepted until qualification.	Substantially similar.
Offering circular use and delivery	Rules 302 and 303 govern, including providing for 48-hour preliminary and two-business-day final delivery.	Rules 253 and 254 govern offering circulars, preliminary circulars, and supplements; Rule 251(d)(2) imposes the 48-hour preliminary delivery condition and the two-business-day final delivery requirement, which may be satisfied by an EDGAR link.	Substantially similar. The delivery conditions and EDGAR-link alternative track Regulation A.
Continuous or delayed offerings	Rule 300(c)(3) permits specified categories of continuous or delayed offerings; for continuous offerings under Rule 300(c)(3)(i)(F), which must commence within two business days after qualification and may continue beyond 30 calendar days, the issuer must be current in its annual and semiannual filings at each sale.	Permitted under Rule 251(d)(3) in specified circumstances, including offerings commenced within two calendar days after qualification that may continue beyond 30 calendar days; the current-reporting condition applies to Tier 2; at-the-market offerings are prohibited.	Similar. The Proposal allows commencement within two business days rather than two calendar days, but applies the current-reporting condition to both tiers instead of just Tier 2.
Post-qualification amendments	At least every 12 months for ongoing offerings, to update financial statements and reflect fundamental changes.	Rule 252(f)(2) requires amendments at least every 12 months to update financial statements and reflect facts or events representing a fundamental change.	Substantially similar.
Financial statements and assurance	US GAAP in both tiers; no audit required for Tier 1 solely to qualify; Tier 2 audited under US GAAS or PCAOB standards by an independent auditor.	Form 1-A requirements; Tier 2 audited, Tier 1 not audited solely by virtue of Regulation A.	Substantially similar.
Investment limits for purchasers who are not accredited investors	Applies in both tiers, with no exchange-listing carve-out.	Rule 251(d)(2)(i)(C) applies the limit to Tier 2 only, with a carve-out for securities listed on a national securities exchange; under Rule 251(d)(2)(i)(D), an issuer may rely on a purchaser representation absent contrary knowledge.	Different. The Proposal applies the limit in both tiers with no exchange-listing carve-out, but adopts the same reliance-on-representations standard.
Ongoing reporting	Both tiers, on Forms 1-KC, 1-SC, and 1-UC.	Tier 2 issuers only, on Forms 1-K, 1-SA, and 1-U; Tier 1 issuers file only a Form 1-Z exit report.	Different. The Proposal extends ongoing reporting to Tier 1.
Suspension, termination, and exit	Rules 305(c) and (d)(1) mirror the Regulation A provisions; Form TR suspends reporting below 300 record holders and terminates it once the covered investment contract ceases to exist; Rule 306 suspension of the exemption is modeled on Rule 258.	Rule 257(d) governs suspension of reporting and Rule 257(e) governs termination; Form 1-Z is the Tier 1 exit report under Rule 257(a) and the suspension filing under Rule 257(d)(2); Rule 258 governs suspension of the exemption.	Substantially similar, including the 300-record-holder threshold and the current-reports condition. Regulation A’s higher 1,200-person threshold for banks and bank holding companies has no counterpart, and Form TR also reflects the possibility that the covered investment contract ceases to exist.
Bad actor disqualification	Rule 104 incorporates Rule 262(a).	Rule 262.	Same.
Resale status	Not restricted securities and not subject to rule-based resale restrictions.	Regulation A securities are not restricted securities under Rule 144.	Similar, subject to other applicable law.
State registration and qualification	Rule 500 would pre-empt for both tiers and for specified secondary market transactions.	Pre-emption for Tier 2 offerings; Tier 1 generally remains subject to state registration or qualification.	Different. The Proposal extends pre-emption to both tiers and to secondary transactions.

Appendix B: Changes from the existing federal securities law framework

The chart below indicates the proposed treatment of covered investment contracts under Regulation Crypto Assets versus their treatment under existing US securities regulations.

Provision	Proposed treatment	Existing framework	Comparison
Resale status	Not restricted securities, and not subject to rule-based resale restrictions.	Investors in Rule 506(b), 506(c), and Section 4(a)(2) offerings acquire restricted securities; Regulation Crowdfunding securities face first-year restrictions.	Different. Removes a holding period the SEC says would impede network effects.
Retail participation	No accreditation requirement; a 10 percent cap on non-accredited purchases applies only in the fundraising exemption.	Some exemptions limit who may purchase; Rule 506(c) requires all purchasers to be accredited.	Different. Broader retail distribution, capped per investor in the larger exemption.
Disclosure content	Rule 103’s ten principles-based topics, centered on the contract, asset, network, token economics, and governance.	Issuer-focused disclosure that may be irrelevant to crypto asset investors and may not elicit material information.	Different. Whitepapers and developer materials become more consequential for compliance.
End of the investment contract	Rule 400 safe harbor, perfected by a Form TR certification and supporting analysis.	SEC rules generally do not contemplate a crypto asset ceasing to be subject to an investment contract.	New. A filing-based endpoint under SEC regulations rather than a continuing Howey judgment.
State registration and qualification	Rule 500 would pre-empt state registration and qualification for offerings under either exemption and specified secondary transactions.	Not pre-empted under some exemptions, as to primary offerings, secondary transactions, or both.	Different. A single federal disclosure package; state antifraud and notice-filing authority preserved by Section 18(c).