The Proposal is part of the SEC’s agenda for crypto assets following the establishment of the SEC’s Crypto Task Force in early 2025 and builds on the SEC’s March 2026 interpretation of the federal securities laws for certain crypto assets. For further details, see our overview of such interpretation. 

In brief

Scope matters

The proposal exempts certain covered investment contracts from registration offerings—not all investment contracts. As explained in the SEC’s 2026 interpretation, a non-security crypto asset can be offered and sold subject to an investment contract, which itself is a security. In that case, the initial offer and sale, and any subsequent secondary offers and sales of the investment contract and its…