The U.S. Securities and Exchange Commission is moving forward on two regulatory tracks that could reshape how crypto assets are offered and held. The agency's proposed crypto offering regime was published in the Federal Register on Aug. 21, 2026, opening a public comment period that closes on Oct. 20, 2026. Comments must reference File No. S7-2026-27 and can be submitted online, by email to rule-comments@sec.gov, or by paper to the SEC secretary in Washington, D.C.
Three proposed rules define the framework. Proposed Rule 200 would create a startup exemption for offerings of up to $5 million over a four-year period, as an aggregate limit rather than a one-time transaction cap. Issuers would file Form NOR through EDGAR and publish Rule 103 disclosures covering management, conflicts, development plans, source code, security, token economics, governance, ecosystem risks and project-specific risks. The route would not require financial statements, intermediaries, a per-investor limit or a rule-based resale holding period, though antifraud and antimanipulation provisions would still apply.
Proposed Rule 300 is modeled partly on Regulation A. Tier 1 would allow up to $20 million in a 12-month period, while Tier 2 would allow up to $75 million. Issuers would use new Form 1-CRYPTO, with Tier 2 requiring independently audited financial statements. Both tiers would carry ongoing reporting through annual Form 1-KC, semiannual Form 1-SC and current Form 1-UC. Non-accredited purchasers would be limited to 10 percent of the greater of annual income or net worth. Proposed Rule 400 offers a conditional safe harbour from investment-contract treatment if an issuer has completed or permanently ceased essential managerial efforts and files Form TR through EDGAR.
Early docket letters show disagreement. Securities lawyer M. Tilden Moschetti opposed Rule 200 as drafted, while Ohanae and Ohanae Securities supported Rule 400 but requested clearer Form TR instructions and good-faith reliance protection for regulated intermediaries. Separately, the SEC's crypto custody rewrite for investment advisers and funds entered White House review on Aug. 25, 2026, according to the Office of Information and Regulatory Affairs. The Unified Agenda lists October 2026 as the target for a notice of proposed rulemaking. The proposal begins a new rulemaking after the SEC withdrew its 2023 safeguarding proposal in June 2025.
The custody process remains at an early stage, with no operative proposal language disclosed. A Sept. 30, 2025 staff position has provided a practical baseline, stating that the SEC would not recommend enforcement against registered advisers or funds that treat certain state trust companies as banks for crypto custody if specified conditions are met.
