SEC proposes crypto offering rules after cancelling the meeting called to consider them

The Securities and Exchange Commission has proposed rules that would let companies sell crypto tokens to the public without registering the offering, and has asked for comment by 20 October 2026. The package is called Regulation Crypto Assets. Nothing in it has legal effect unless and until the Commission adopts final rules.

The release was issued on 18 August 2026 under release numbers 33-11434 and 34-106150, File No. S7-2026-27, and published in the Federal Register on 21 August 2026 at 91 FR 54510, running 146 pages to 54655. The action line reads "Proposed rule." It would add a new Part 228 to Title 17 of the Code of Federal Regulations and amend parts 200, 201, 230, 232 and 239, and puts 153 numbered questions to commenters, the last asking how investors who buy under the proposed rules would exit their investment.

The meeting that did not happen

On 11 August the Commission filed a Sunshine Act notice announcing an open meeting for Friday 14 August at 10:00 a.m. Eastern time, in Auditorium LL-002 at its Washington headquarters. The matter listed: "The Commission will consider whether to issue a release proposing new rules to create a tailored offering regime for certain investment contracts involving crypto assets."

A second notice, dated 13 August and filed the following morning at 11:15 a.m., says: "The Open Meeting scheduled for Friday, August 14, 2026, at 10:00 a.m. has been cancelled." Neither notice gives a reason.

The proposal went out four days later without a public meeting, over a signature block reading "By the Commission. Dated: August 18, 2026. Vanessa A. Countryman, Secretary." No vote count and no notation of any dissent appears in the release, the press release or the Federal Register notice.

Three of the five Commission seats are filled: Chairman Paul S. Atkins, Commissioner Hester M. Peirce and Commissioner Mark T. Uyeda. Caroline A. Crenshaw, the last Democratic appointee, served until 3 January 2026. Each of the three sitting Commissioners published a separate statement on 18 August supporting the proposal; none is styled as a dissent.

Two exemptions, and the tiers inside one of them

The release proposes two separate exemptions from the registration requirement of section 5 of the Securities Act of 1933, both for what it defines as "covered investment contracts" — arrangements involving a crypto asset where the asset itself is not a security and no other asset is subject to the contract.

The first, in proposed subpart B, is a one-time startup exemption. The aggregate offering price plus the gross proceeds of all prior and current covered transactions must not exceed $5,000,000. It runs for four years from the filing of a notice of reliance on a new Form NOR, ending at the earlier of four years or the filing of a transition report on new Form TR. No financial statements are required and there is no registration with or qualification by the Commission. Disclosure is instead posted free of charge at the web address given in the notice, kept there for the whole four years, and amended within 30 calendar days of each year end if anything material has changed.

The second, in proposed subpart C, is a fundraising exemption modelled in part on Regulation A, and it is inside this one that the two tiers sit. Tier 1 covers aggregate offerings and sales by the issuer and its affiliates of up to $20,000,000, of which not more than $6,000,000 may be offered by affiliate selling securityholders. Tier 2 raises those to $75,000,000 and $22,500,000. In a first offering, or any offering qualified within a year of the first, selling securityholders could account for no more than 30 percent of the aggregate offering price.

A purchaser who is not an accredited investor under Rule 501 of Regulation D may not pay more than 10 percent of the greater of annual income or net worth. Unlike Regulation A, that limit would apply to both tiers, with no carve-out for exchange-listed Tier 2 securities. An offering statement on a new Form 1-CRYPTO would be filed with and qualified by the Commission, Tier 2 financial statements would be audited, and both tiers would report on an ongoing basis — which Regulation A does not require of Tier 1.

Where the fight will be

Proposed subpart E has the longest reach. Rule 500 would define "qualified purchaser" for the purposes of section 18(b)(3) of the Securities Act as any person to whom securities are offered or sold under Regulation Crypto Assets, which makes them covered securities and displaces state registration and qualification requirements.

The preemption would extend to secondary market trading by any person other than an issuer, underwriter or dealer, but only while the issuer "remains subject to, and is current with respect to, such exemption's disclosure and filing requirements and/or periodic reporting obligations, as applicable." A lapse in filing, on the face of the proposed text, would return those trades to state law. Question 151 of the release asks commenters what the preemption would cost and what it would gain.

On authority, the release says: "The rules and forms contained in this document are being proposed under the authority set forth in the Securities Act, particularly, sections 3(b), 18, 19(a), and 28 thereof, 15 U.S.C. 77a et seq., and the Exchange Act, particularly, sections 3(b), 12, 13, 23(a) and 36 thereof, 15 U.S.C. 78a et seq."

Proposed Rule 400 would separately create a self-certified safe harbor. An issuer that has completed or permanently ceased the essential managerial efforts it promised, and files a Form TR saying so with an analysis supporting that certification, would have the covered investment contract deemed to have ceased to exist. The Commission would not pass on the certification first.

"The exemptions and safe harbor we are proposing today will not fit every model, and we want to hear your feedback."

That is Commissioner Peirce, who first floated a token safe harbor in 2020 and an updated version in 2021; hers ran three years against the four proposed here. Chairman Atkins, in his own statement, said the Commission's past approach had "driven investment offshore".

What the Commission expects, and what is not known

In its Paperwork Reduction Act estimate the Commission put the likely volume at 130 offerings a year: 99 under the startup exemption and 31 under the fundraising exemption, extrapolated from 2024 activity in the exempt markets.

Several things the record does not settle. The Commission gives no reason for cancelling the 14 August meeting, and publishes no vote breakdown. It is not known whether the two vacant seats will be filled before any final rule, whether state regulators will oppose the preemption, or whether Congress will legislate on market structure, as both the release and the Chairman's statement anticipate. The release sets no timetable, and a proposal can be re-proposed, modified or dropped.