On 18 August 2026 the SEC (US Securities and Exchange Commission) proposed Regulation Crypto Assets, the first dedicated regime for public token sales in the US. It introduces two exemptions from registration, mandatory disclosure on ten topics and a safe harbor after which a token is no longer treated as subject to an investment contract. The comment period closed on 20 October 2026 and there are no final rules yet. Here is what is proposed, who it suits and how it differs from MiCA. The startup exemption allows up to $5 million over four years, the fundraising exemption up to $20 or $75 million in 12 months, and the safe harbor marks when securities laws stop applying to the token. This is a proposal.
Checked on 21 October 2026. Rules and sources are current as of this date.
What Regulation Crypto Assets is
The SEC’s proposal (Release No. 33-11434) was published in the Federal Register on 21 August 2026. It builds on the SEC’s interpretive release of March 2026 (Release No. 33-11412), under which a crypto asset itself, whether a digital commodity, collectible or tool, is not a security. What can be a security is the investment contract around it, when the issuer promises buyers essential managerial efforts such as building a network or an application. The investment contract ends when the issuer has fulfilled its promises or buyers can no longer reasonably expect it to. The new regime applies only to a covered investment contract, that is, an investment contract whose subject is a crypto asset that is not itself a security, and nothing else. Tokenised shares, bonds and other digital securities are outside it.
General rules
Definitions, Rule 103 disclosure and bad actor disqualification.
Startup exemption
Up to $5 million over four years for early-stage projects.
Fundraising exemption
Up to $20 million or $75 million in 12 months, modelled on Regulation A.
Safe harbor
The point at which a token is no longer subject to an investment contract.
State law preemption
State registration requirements do not apply to these offerings and certain secondary trades.
Until the SEC adopts final rules, token sales in the US rely on existing exemptions and should be done with counsel.
Startup exemption: up to $5 million over four years
This exemption is designed for early projects that have neither an entity nor the budget for a large document package. Offerings can take place after the issuer files a Form NOR notice and until the earlier of four years from filing or the filing of a Form TR transition report. An offering includes not only sales for money but also airdrops, staking rewards, governance participation, network fees and payment for testing. No later than four years after filing Form NOR the issuer files Form TR, either confirming that it has fulfilled its promises and the token has left the investment contract, or describing the project’s current status and its plans.
Who can use it
A company, an individual or a group. Each member of a group signs the notice and the report and is responsible for meeting the conditions.
Limit
Total offerings may not exceed $5 million. Non-cash consideration is valued under Rule 100.
Disclosure
Rule 103 information is posted free of charge on a website before Form NOR is filed and updated periodically. No financial statements are required.
Restrictions
One use per token or substantially similar token, including affiliates. The issuer and related persons must not be disqualified bad actors.
Fundraising exemption: up to $75 million a year
The second exemption is modelled on Regulation A and aimed at larger raises. The issuer files an offering statement on Form 1-CRYPTO, sales may start only after the SEC qualifies it, and general solicitation is allowed after qualification. If the issuer is not yet reporting, a preliminary offering circular must be delivered to interested buyers at least 48 hours before sale. The exemption is not available to companies without a specific business plan, investment companies or issuers subject to an SEC order under section 12(j) of the Exchange Act within the past five years.
Two tiers
Tier 1 up to $20 million in 12 months, of which no more than $6 million from affiliate holders. Tier 2 up to $75 million, of which no more than $22.5 million.
Who can use it
Only a company organised under US law, with a majority of executive officers or directors who are US citizens or residents, more than 50% of assets in the US and the business administered principally in the US.
Reporting
Financial statements are required, audited under U.S. GAAS (US generally accepted auditing standards) or PCAOB (US Public Company Accounting Oversight Board) standards for Tier 2. Then an annual Form 1-KC within 120 days, a semiannual Form 1-SC within 90 days and current reports on Form 1-UC.
Investor limit
A non-accredited buyer may invest no more than 10% of the greater of annual income or net worth. Unlike Regulation A, the limit applies to both tiers.
What Rule 103 requires you to disclose
The requirements are the same for both exemptions and are principles-based rather than a rigid form. Information must be clear and free of unnecessary jargon, reflect the current stage of the project, separate future plans and match what the issuer says in its white paper, on its website and in its official social media. Disclosure covers ten topics: the terms of the investment contract, including the promised managerial efforts and progress on them, the offering, the token itself, management, related persons and conflicts of interest, the network or application and the development plan, security and source code, token economics and allocation, governance, the token ecosystem and risk factors.
We will review your situation and propose a solution for your project.
Safe harbor: when a token stops being subject to an investment contract
Rule 400 codifies the approach of the 2026 interpretation. The investment contract is deemed to have ended and the token is no longer subject to it if two conditions are met. The issuer has completed or permanently ceased all the managerial efforts it promised and is not making and does not intend to make new promises. And the issuer has filed Form TR with the SEC confirming this, together with an analysis a reasonable investor can follow. The safe harbor is open to any issuer, even one that never used the new exemptions. Once it is met, the SEC will take the position that the securities law requirements no longer apply to transactions in that token.
For exchanges and projects this is the key part of the proposal. There is now a clear exit point for a token from the securities regime that can be planned in advance.
Regulation Crypto Assets and MiCA
Both regimes cover primary token offerings but are built differently. MiCA regulates the public offer of a crypto-asset itself, while the US proposal regulates the investment contract around the token.
| Regulation Crypto Assets (US) | MiCA (EU) | |
|---|---|---|
| Status | Proposal, comments closed 20.10.2026 | In force |
| Who can offer | Startup exemption anyone, fundraising only a US company | A legal person only |
| Small raises | Up to $5 million over four years with lighter disclosure | No white paper below 150 persons per state, up to EUR 1 million in 12 months or qualified investors only |
| Larger raises | Up to $20 million or $75 million a year, reporting, audit for Tier 2 | White paper with no amount cap |
| Prior review | The SEC qualifies the offering statement | White paper notified 20 working days ahead, no approval |
| Investor protection | 10% limit for non-accredited investors | 14-day withdrawal right for retail buyers |
| Exit from the regime | Safe harbor and Form TR | Not provided |
Case analysis
A crypto project plans to raise funds in the US for tokens and is unsure which route to choose. A sensible order of action is to work out how much it needs to raise and over what period, compare that with the limits of the proposed exemptions, remember that this is still a proposal and not a rule in force, and prepare the disclosure that will have to be published.
Choosing a path for a US token sale
Classify the token
Use the 2026 interpretation to work out whether the token itself is a security and what you promise buyers.
Start hereCheck the US nexus
The fundraising exemption is only open to a US company with management and assets in the US.
Size the raise
Up to $5 million the startup exemption fits; more requires the fundraising exemption with reporting.
Prepare Rule 103 disclosure
It must match the white paper and the project’s public statements.
Plan the exit
Decide which promises must be fulfilled to use the safe harbor and file Form TR.
Watch the final text
Until the rules are adopted, rely on existing exemptions with counsel.
The proposal may change after the comments. Do not build a token sale around specific limits and conditions until the SEC publishes the final text.
For the first time a US token sale gets not only an entry into the securities regime but also a clear way out of it.The LegalBit team
Frequently asked questions
Is Regulation Crypto Assets in force?
No. It is an SEC proposal of 18 August 2026, the comment period closed on 20 October 2026 and final rules have not been adopted.
Can a non-US project use the new exemptions?
As proposed, the startup exemption is open to any issuer, including individuals and groups, and the SEC only asks whether to restrict it. The fundraising exemption is open only to a company organised in the US with a majority of US management, more than 50% of assets in the US and the business administered from the US.
Are audited financial statements required?
Not for the startup exemption. For the fundraising exemption financial statements are always required, and for Tier 2 they must be audited.
Does an airdrop count as an offering?
Yes. Under the startup exemption airdrops, staking rewards and governance participation are expressly listed as possible offerings and count towards the $5 million limit.
What does the safe harbor give?
If the issuer has completed or permanently ceased the promised managerial efforts and filed Form TR, the token is no longer treated as subject to an investment contract and the securities laws no longer apply to transactions in it.
See also: Legal Support for Token Sales Procedure; SAFT vs SAFE: What Is the Difference and Which Should a Crypto Project Choose; NFT Marketplace Legal Checklist; P2E game token: security, payment instrument or in-game currency. Services: legal services for crypto projects.
- SEC: Proposed Regulation Crypto Assets, press release 2026-76 (18.08.2026)
- Federal Register: Regulation Crypto Assets, Release No. 33-11434 (21.08.2026)
- SEC: Application of the Federal Securities Laws to Certain Types of Crypto Assets, Release No. 33-11412 (2026)
- EUR-Lex: Regulation (EU) 2023/1114 (MiCA)
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