The proposing release, as filed

The Commission is proposing a new offering regime for a defined class of securities it calls covered investment contracts — investment contracts that have a non-security crypto asset as their only subject asset. The regime is not a registration form. It is two exemptions from Securities Act section 5, a conditional safe harbor from the term “investment contract,” and a qualified-purchaser definition that would preempt state registration and qualification.

The proposed offering regime is intended to facilitate capital formation and accommodate innovation within the crypto asset markets while, at the same time, ensuring that investors are adequately protected and provided with the information they need to make informed investment decisions.

The 100-word website summary is the Commission’s official digest. The proposing release is 369 pages of conforming Federal Register text. This briefing walks that text section by section. Citations are to the FR-conformed pagination. Do not treat the SUMMARY as the rule.

• New 17 CFR part 228 (Rules 100–500) plus Forms 1-CRYPTO, 1-KC, 1-SC, 1-UC, TR, NOR at 239.600–605.
• Conforming amendments to Rule 30-1 (Corp Fin delegations), Rule 431 (rules of practice), Rule 152 (integration), Rule 175 (forward-looking statements), Regulation S-T Rule 101.
• Contacts: Patrick Faller (Office of Chief Counsel), John Fieldsend (Office of Rulemaking), Irene Paik (Office of Crypto Assets), Division of Corporation Finance.

Cite the paper the way the Commission does

Every comment must carry File Number S7-2026-27. Email subject lines without the file number are slower to process. The Commission asks commenters to use only one method. It will post comments at sec.gov/rules-regulations/public-comments/s7-2026-27 and may redact obscene or copyrighted material. Substantive staff studies can be added to the file after publication — sign up via Stay Connected if you want notice of those drops.

• Release Nos. 33-11434 (Securities Act) and 34-106150 (Exchange Act).
• RIN 3235-AN38 — the Unified Agenda identifier. Economically significant under EO 12866 §3(f)(1); OMB review under EO 14215.
• Authority claimed: Securities Act §§3(b), 18, 19(a), 28; Exchange Act §§3(b), 12, 13, 15, 23(a), 36.
• Related live paper: 2026 Interpretation, Release 33-11412 (Mar. 17, 2026) [91 FR 13714]. This proposal is expressly complementary, not a substitute.

Comment-letter hygiene

• Lead with File No. S7-2026-27 and a one-paragraph ask. Staff sorts by question number; map each ask to an RFC.
• Do not re-litigate Howey. The 2026 Interpretation is the Commission’s current reading. This paper is about the offering regime that sits on top of that reading.
• If you are an issuer, say which exemption you would actually use, at what size, and what you would not use. Hypothetical support is cheap; a signed intent to file Form NOR is not.
• If you are a state regulator or a plaintiff’s firm, the preemption section is the letter. Do not bury it in a general “investor protection” paragraph.
• The 100-word summary is not the rule. Comments that attack the summary rather than Rule 100 or Rule 400 will be easy to dismiss.