US Proposal Would Allow Offerings of Crypto-Linked Securities Worth Up to $75 Million
Key Facts
In August 2026, the U.S. Securities and Exchange Commission proposed its “Crypto Asset Regulation” rule to create a tailored offering framework for certain crypto-asset-related investment contracts. The proposal includes two exemptions from registration requirements under the Securities Act, allowing issuers of these contracts to raise capital within specified limits. The first exemption permits offerings of up to $5 million over a four-year period. The second permits offerings of up to $75 million in each 12-month period. The proposal applies only to the investment contracts it covers and does not provide a blanket exemption for crypto-asset companies.
Under the proposal, the commission would require issuers to provide principles-based disclosures while remaining subject to the securities laws’ anti-fraud and anti-manipulation provisions. The proposal also includes a conditional safe harbor for defining an “investment contract,” within a framework that sets out how certain crypto-asset-related offerings would be treated. The deadline for public comments on the proposal was October 20, 2026. It is part of a regulatory process led by the commission through proposed rules and specific exemptions. This approach differs from issuing a blanket exemption for the sector, as the limits are tied to the proposal’s provisions and the type of offering.
In a separate track, the Commodity Futures Trading Commission on October 5, 2026, published an advance notice of proposed rulemaking on commodity retail transactions involving crypto assets, under Section 2(c)(2)(D) of the Commodity Exchange Act. The commission requested comments on a comprehensive regulatory framework and appropriate rules for these transactions. The issues raised include ways to prevent abusive practices in crypto-asset markets and retail transactions, and whether to establish a dedicated registration category for crypto-asset markets. The notice is a consultation step to gather views before determining possible regulatory action. The commission set a deadline for written comments of 60 days after the notice’s publication in the Federal Register.
Prediction markets have a separate consultation track at the Commodity Futures Trading Commission. On March 12, 2026, the commission sought public views on whether to amend rules for event contracts traded in those markets or issue new rules. Its questions covered how to apply core regulatory principles, which types of contracts might be prohibited for violating the public interest, and the costs and benefits of these markets. Commission Chairman Michael Selig said the action begins a rulemaking process based on an interpretation of the Commodity Exchange Act. In June, the commission proposed a narrower measure covering contracts tied to activities such as gambling, war, assassination and terrorism, with a 90-day review period and a public-interest assessment for each contract.
The commission’s actions show that the prediction-markets file includes multiple tracks, from public consultations to proposals addressing specific types of contracts. The commission said its June proposal addresses one part of the broader March notice, which could lead to additional rules. Also in March, the commission launched an innovation task force whose remit includes crypto assets, blockchain, artificial intelligence, prediction markets and event contracts, with announced coordination with the Securities and Exchange Commission and its crypto task force. It said the task force would work with the commission and its Innovation Advisory Committee to develop a clear regulatory framework for innovators in derivatives markets. The available information does not confirm a new joint announcement on November 10 under which the two agencies would proceed independently with rulemaking on crypto assets and prediction markets.
Against the backdrop of the regulatory debate, the number of event contracts approved by markets for listing rose from an average of about five a year during 2006–2020 to about 1,600 contracts in 2025, according to the commission’s records. The commission also said that the number of applications to register prediction markets with it as designated contract markets more than doubled in the year before the notice. On the legal disputes, the Associated Press reported that about 20 states were involved in litigation over these markets as of October 8, 2026. Two federal appeals courts, the Sixth and Ninth Circuits, backed the states’ efforts to regulate them, while the Third Circuit backed Kalshi’s position in an earlier ruling in 2026. The AP reported that the National Football League asked the Supreme Court to determine which authority has jurisdiction, saying trading tied to the league accounted for $1.8 billion of a total $3.3 billion on the first Sunday of the season.