RCA Pad

Reg CA · SEC proposed rule · United States

Proposed Regulation Crypto Assets.Not in force. Not a pathway.

On 18 August 2026 the US Securities and Exchange Commission proposed a tailored offering regime for certain investment contracts involving crypto assets. This section is a reading of that public proposal for founders. It is not legal advice, not an official resource, and not a compliance sticker.

SEC press release What we tell founders to assume

01 · What was proposed

A fit-for-purpose offering regime. Still a proposal.

Chairman Paul S. Atkins described the proposal as a path for crypto-asset entrepreneurs to raise capital under the federal securities laws while Congress works on a lasting framework. The proposing release follows the Commission’s march 2026 commission interpretation on crypto assets and federal securities laws.

Two new exemptions from registration under section 5 of the Securities Act of 1933. A conditional safe harbor from the term “investment contract.” Preemption of certain state registration requirements. Antifraud rules remain. None of that is live.

  1. Mar 2026InterpretationThe Commission issued interpretive guidance on how the federal securities laws apply to certain crypto assets and transactions. The later proposal builds on that reading.
  2. 18 Aug 2026Proposal announcedPress release 2026-76. Two new Securities Act exemptions for covered investment contracts, plus a conditional safe harbor from “investment contract.”
  3. 21 Aug 2026Federal RegisterProposing release published. The public comment period runs 60 days from this date.
  4. ~20 Oct 2026Comments (indicative)A comment period is not an exemption, a queue, or a launch date. What the Commission does after comments is not scheduled here.

02 · Scope

Covered investment contract

The proposal would apply to a contract, transaction, or scheme involving a crypto asset that constitutes an investment contract — provided the crypto asset is “subject to” that investment contract, the crypto asset is not itself a security, and no asset other than the crypto asset is subject to the investment contract.

Inside the proposed definition

  • A non-security crypto asset offered through an investment contract
  • Capital raises that fit the covered-contract definition
  • Certain airdrops and network-reward distributions that may still be securities offerings

Outside, or not yet

  • A crypto asset that is itself a security (a note, stock, or similar instrument)
  • Multi-asset investment contracts
  • A live exemption you can use before a final rule exists

03 · The two exemptions

Startup. Fundraising. Both proposed. Both non-exclusive.

Existing Securities Act exemptions would remain available. Combining paths is a question for counsel. Bad-actor disqualification, modelled on Regulation A, is proposed for both.

01 · Form NOR to start · Form TR to transition

Startup exemption

Up to $5 million

One-time, over four years

  • Intended as a regulatory runway while the issuer attempts to fulfil promised essential managerial efforts.
  • Available for small capital raises and for certain crypto distributions that do not raise capital, including airdrops and network rewards that may still be offerings.
  • Form NOR: issuer basics, the subject crypto asset, a website where required disclosures sit free of charge, and a certification that the issuer intends to fulfil those efforts within four years of filing.
  • Form TR due no later than four years after Form NOR, stating whether those efforts were completed.
  • Principles-based narrative disclosures; amend for material changes at least annually.
  • No proposed cap that would keep retail purchasers out. No proposed resale restrictions of the kind attached to some existing exemptions.
  • No SEC qualification of offering materials before sales, unlike the fundraising exemption.

02 · Form 1-CRYPTO (must be qualified before sales)

Fundraising exemption

Two tiers · up to $75 million / 12 months

Recurring 12-month periods

  • Modelled in part on Regulation A. More demanding than the startup exemption.
  • Tier 1: up to $20 million in a 12-month period, including no more than $6 million by affiliate holders. Financial statements under US GAAP; audit not required.
  • Tier 2: up to $75 million in a 12-month period, including no more than $22.5 million by affiliate holders. Audited financial statements.
  • Sales cannot begin until the Commission qualifies the Form 1-CRYPTO offering statement.
  • Accredited and non-accredited purchasers permitted, with a proposed investment cap for non-accredited buyers: 10% of the greater of annual income or net worth (natural persons), or 10% of the greater of annual revenue or net assets (others).
  • Ongoing reporting: annual (Form 1-KC), semiannual (Form 1-SC) and current (Form 1-UC). Reporting can end if a Form TR is filed and the safe-harbor conditions are met.
  • No proposed regulatory resale restrictions on covered investment contracts issued under this exemption.

Form NOR

Notice of reliance. Starts the startup exemption.

Form 1-CRYPTO

Offering statement for the fundraising exemption. Sales wait on qualification.

Form 1-KC

Annual report under the fundraising exemption.

Form 1-SC

Semiannual report under the fundraising exemption.

Form 1-UC

Current report under the fundraising exemption.

Form TR

Transition report. Ends the startup runway, can terminate fundraising reporting, and carries the safe-harbor certification.

04 · Proposed Rule 103

Ten topics. Principles-based. Material aspects, not a line-item catechism.

Disclosures would have to be tailored to the issuer, the asset and the network; written in clear language; current as to the project’s stage; and consistent with whitepapers and other public statements. Fundraising issuers would add a discussion of financial condition and US GAAP financial statements.

  1. 01Covered investment contractMaterial terms, including representations or promises to perform essential managerial efforts, progress against those promises, purchaser obligations and conditions.
  2. 02The offeringUnits, price or pricing method, period, purchaser qualifications, distribution arrangements, estimated net proceeds and expenses, use of proceeds, where whitepapers and offering materials live.
  3. 03Subject crypto assetName and material aspects of the crypto asset that is subject to the investment contract.
  4. 04Management, related persons, conflictsIssuer management and related persons, related-person transactions, conflicts, and any transfer or resale restrictions on related persons.
  5. 05Network or application, plan of developmentAssociated crypto network or application, the issuer’s development plan, and progress against it.
  6. 06Security and source codeMaterial security matters for the asset and network or application, and where publicly available source code can be read.
  7. 07Economics and allocationsSupply, pricing, distribution, lockups, insider holdings, release schedules, mint and burn mechanics, verification of transaction history.
  8. 08GovernanceGovernance mechanisms, smart-contract governance and permissions.
  9. 09EcosystemCurrent and anticipated onchain and offchain ecosystem — contributors and participants around the asset and network.
  10. 10Risk factorsMaterial risks. Disclosures must be clear, current, and consistent with the issuer’s public statements and promotional materials, including whitepapers.

05 · After the promises end

Conditional safe harbor

If the conditions are satisfied, a covered investment contract would be deemed to have ceased to exist, and the subject crypto asset would be deemed not to constitute, represent, or be subject to that investment contract — for the Securities Act and Exchange Act definitions of “security.”

Conditional · challengeable

Condition 01

The issuer has completed or permanently ceased all essential managerial efforts it represented or promised under the contract, and is not making and does not intend to make any new representations or promises of essential managerial efforts with respect to the crypto asset.

Condition 02

The issuer files a transition report on Form TR certifying that condition, with supporting analysis.

  • The safe harbor is non-exclusive and would be available to issuers who used a Reg CA exemption and to issuers who did not.
  • Filing Form TR does not, by itself, put the asset beyond challenge. The Commission could contest the certification that essential managerial efforts have ended.
  • Until those efforts end, intermediaries that list or trade the asset may still be in the securities laws. A proposal does not open a venue.
  • Antifraud and antimanipulation provisions of the federal securities laws would still apply to the exemptions.
  • Bad-actor disqualification, modelled on Regulation A, is proposed for both exemptions.

State-law preemption

The proposal would preempt state securities registration and qualification requirements for offers and sales under a Reg CA exemption, and for certain secondary transactions, if the issuer stays current on the information and reporting conditions.

Non-exclusive exemptions

The proposed exemptions would not be the only path. Existing Securities Act exemptions would remain available. Combining paths is a counsel question, not a homepage claim.

Not a token taxonomy

This is an offering framework for certain investment contracts involving crypto assets. It is not a Commission classification of every token, not a listing standard, and not a substitute for legislation still being debated in Congress.

06 · What founders should not assume

The words that pretend to be a legal conclusion.

Marketing borrows the authority of a statute. In this cycle the borrowed words are specific. Each of them smuggles a conclusion a services firm is not entitled to draw. If counsel later issues a formulation the issuer may use, it enters the claims register with evidence. Until then the sentence does not exist.

  • Reg CA-compliant
  • SEC-approved offering
  • The new Reg A
  • Retail-ready in the US
  • Waiting on the exemption (as if it were a numbered queue)
  • Regulated ICO
  • A live exemption. Nothing here is in force until the Commission adopts a final rule.
  • SEC approval of your offering, homepage, litepaper or creator script.
  • A path that lets RCA Pad, or anyone else, describe an offering as “Reg CA-compliant.”
  • A retail ICO window you can open while comments are still open.
  • A classification rule that declares a token “not a security” because a Form TR was filed.
  • A venue, exchange, SRO or official platform. There is no official Reg CA pad here.
  • A replacement for US securities counsel.
  • MiCA, a UK promotion route, or any non-US regime.

Proposal vs your facts · 60 seconds

Read the docket against the launch. Not the other way around.

Five questions from the proposing release. This is not a qualification under the proposal. It is a stop against using a comment period as a path.

Answer all five. A yes on the first four is a hard stop on treating this proposal as the launch.

  1. 01Is the crypto asset itself a security — a note, stock, or similar instrument — rather than a non-security asset offered through an investment contract?

  2. 02Would the contract cover assets other than a single crypto asset?

  3. 03Does the US public offer depend on this proposal being final in the next quarter?

  4. 04Are you describing the offering, today, as SEC-approved or Reg CA-compliant?

  5. 05Is US securities counsel identified or already engaged?

The house will

  • Help a team operationalise a launch that remains useful if the proposal changes, stalls, or issues in a different form.
  • Build claims registers, geography locks, campaign workflows and specialist maps — including US securities counsel as a named provider the issuer retains.
  • Require evidenced claims. Empty field = not publishable.

The house will not

  • Call an offering SEC-approved, Reg CA-compliant, or safe because a proposal exists.
  • Open a US retail purchase journey, allocation, or token sale on the back of a comment period.
  • Take percentage-of-raise or token-only pay pending specialist legal analysis we will not invent.
  • Substitute this page for a legal opinion.

Direct answers

The docket, in questions.

RCA Pad is not a US law firm. Issuers obtain their own securities counsel. Calendar access is still never automatic.

RCAICO programmeDisclosures

Sources

Primary documents first. Law-firm notes were used only to cross-check forms, tiers and the ten Rule 103 topics. Titles, dates and interpretations move.

Next step

If the proposal is why you are here, apply anyway.

We will screen you like everyone else. We will not run a sale, underwrite a title, or treat a comment period as a calendar slot.

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