Jason Daniel and Mike Asaro are Partners and Jack Murphy is a Senior Counsel at Akin Gump Strauss Hauer & Feld LLP. This post is based on an Akin Gump memorandum by Mr. Daniel, Mr. Asaro, Mr. Murphy, John Clayton, Peter Altman, and Shar Ahmed, all at Akin Gump.
The Securities and Exchange Commission (SEC) has proposed the first registration-exempt offering pathway designed specifically for crypto assets. On August 18, 2026, the SEC proposed Regulation Crypto Assets, which would create a tailored securities offering regime for certain investment contracts involving crypto assets (covered investment contracts). The proposal represents the SEC’s first crypto-specific offering framework, signaling the SEC’s intent to establish a structured exemptive regime through rulemaking even as Congress continues to debate comprehensive digital asset legislation.
The proposed rules include two exemptions from registration under the Securities Act of 1933, as amended (Securities Act), a conditional safe harbor from “investment contract” classification, and preemption of state securities law registration requirements. The non-exclusive nature of the Regulation Crypto Assets exemptions means issuers can combine multiple regulatory pathways to avoid traditional registration. The public comment period will remain open for 60 days following publication of the proposing release in the Federal Register.
