What is SEC Regulation Crypto Assets & How It Works
Two U.S. rulemakers moved on digital assets on the same Tuesday in August 2026. The Securities and Exchange Commission published a proposal for a new exempt-offering framework called SEC Regulation Crypto Assets. Separately, the Financial Accounting Standards Board issued a proposed Accounting Standards Update that would clarify when certain digital assets meet the existing definition of cash equivalents and would expand the related disclosures for every reporting entity.
For an ordinary operating business that issues, holds or accepts a digital asset, these two documents answer two different questions: how you can raise capital, and how that asset shows up on the balance sheet. This is our read of what each proposal actually says, what is genuinely new, and where the timing pressure is.
What is SEC Regulation Crypto Assets, and what would it do? 🏛️
It is a proposed rule package that would create tailored exemptions from Securities Act of 1933 registration for offers and sales of certain crypto asset investment contracts, with a one-time $5 million cap over four years and an ongoing $75 million cap per 12-month period.
The Commission announced the proposal in its SEC press release 2026-76 on August 12, 2026. The framework, described in the release as providing crypto asset entrepreneurs and market participants with clear pathways to raise capital under the federal securities laws, sits alongside the Commission’s other proposed and final rules, which are collected on the SEC Rulemaking page and, on adoption, published in the Federal Register.
The two headline thresholds are the most concrete part of the proposal. A one-time exemption would permit an issuer to raise up to $5 million during a four-year period. A separate provision would permit ongoing offerings of up to $75 million during each 12-month period. Those are ceilings on the exempt-offering path, not a green light on any particular deal — an offering that fits within the caps still has to meet the conditions of the exemption and remains subject to the antifraud provisions of the federal securities laws.
Read a proposal for what it is
A Commission proposal is not a rule. It is a public draft written to be argued with. Between now and the close of the comment period, the caps, the conditions and the scope can move — and comment letters are the mechanism that moves them. If your business is planning around a token offering, model the proposal as written today, and separately note the pieces that would meaningfully change your plan if they moved.
What did FASB propose about digital assets and cash equivalents? 📊
A proposed Accounting Standards Update that would add illustrative examples for applying the existing cash-equivalents definition to certain digital assets, including some stablecoins, and would expand disclosures about the composition of cash equivalents for every reporting entity. Comments close November 19, 2026.
The proposal is described in the FASB press release on the proposed ASU. The Board did not rewrite the definition of cash equivalents; it left the short-term, highly liquid, easily convertible language in place. What it did was add illustrative examples aimed at making the application of that definition to certain digital assets — stablecoins in particular — more consistent from one company to the next.
The Board also proposed an expanded disclosure requirement that applies to every reporting entity, not only to those holding digital assets. Companies would be required to disclose more detailed information about the key components and corresponding amounts that make up their reported cash equivalents. Current guidance, exposure documents and open comment requests live on the FASB site.
The definition is unchanged — the classification question is not automatic
It is easy to read the proposal as saying “stablecoins are cash equivalents.” It does not say that. It says the existing definition applies, and it provides examples to help you decide whether a particular digital asset meets that definition for your facts. A token that meets the definition in one company’s holdings can fail it in another company’s holdings if the terms, the counterparty or the redemption mechanics differ. Do the analysis before you rely on the classification.
How do the two proposals fit together for a company that touches crypto? 🔗
They address different questions and are likely to reach the same company. The SEC proposal governs how you raise capital through crypto asset investment contracts. The FASB proposal governs how you classify and disclose certain digital assets on your balance sheet.
In practice, an operating business that issues a token to raise capital and then holds some of the proceeds in stablecoins is in scope for both. The SEC proposal changes what an exempt-offering path looks like for the issuance side. The FASB proposal changes how the resulting balance-sheet positions are presented and disclosed. Neither is optional if you actually cross those two lines.
That is worth saying plainly because the two rulemakers do not usually move in lockstep, and companies sometimes treat securities-law developments and accounting developments as two separate email threads with two separate advisers. On digital assets, in the second half of 2026, they are two sides of the same planning conversation.
- Map every place your entity currently issues, holds, receives or transmits a digital asset — payroll, treasury, product, customer receipts, protocol activity
- For each, ask two questions: is this an offering under the securities laws, and does this belong in cash equivalents on the balance sheet?
- Where the answer under either proposal would change your plan, write it down now and revisit after final rules are issued
- If your business is materially affected, consider a targeted comment letter — a short letter that speaks to your facts is more useful than a long letter that does not
What are the near-term dates, and what should we do before them? 📅
The FASB proposal is open for public comment through November 19, 2026. The SEC proposal’s comment period is announced with the proposing release and runs on the schedule the Commission sets. Neither is in effect yet, so there is no compliance deadline today — only a planning window.
For businesses whose plans hinge on either proposal, the most useful use of the comment window is not the letter itself, it is the internal work the letter requires. Writing a comment letter forces a company to state, in one place, exactly which fact pattern in its operations depends on which words in the proposal. That analysis is valuable regardless of whether the letter is ultimately filed — and it turns out to be much of the work you would have to do anyway after adoption.
For businesses that are not planning an offering and do not hold digital assets, the immediate action is smaller. The expanded FASB disclosure requirement about the composition of cash equivalents applies to every reporting entity that presents cash equivalents on its balance sheet, not only to holders of digital assets. If your close process relies on a short reconciliation that lumps money-market funds, sweep balances and short-dated commercial paper into a single line, that reconciliation will need more underlying detail once the disclosure change is finalized.
| Document | Rulemaker | What it addresses | Key date |
|---|---|---|---|
| Regulation Crypto Assets (proposing release) | SEC | Exempt offerings of crypto asset investment contracts; $5M one-time / $75M per 12 months | Announced Aug 12, 2026; comment period per proposing release |
| Proposed ASU on cash equivalents disclosures and the cash-equivalents evaluation for certain digital assets | FASB | Illustrative examples for applying the existing cash-equivalents definition to certain digital assets; expanded disclosures for all reporting entities | Comments due November 19, 2026 |
The short version
- SEC Regulation Crypto Assets is a proposal — a one-time $5M cap over four years and an ongoing $75M cap per 12 months for certain exempt crypto asset offerings
- FASB did not change the definition of cash equivalents; it added examples for certain digital assets and expanded disclosures for every reporting entity
- The FASB comment period closes November 19, 2026 — a short, fact-specific comment letter is the cheapest way to influence the final rule
- Both proposals are drafts. Model them against your facts now, but do not paper any deal against language that has not yet been adopted
Frequently asked questions ❓
Q. What is SEC Regulation Crypto Assets?
SEC Regulation Crypto Assets is a proposed set of rules that would create tailored exemptions from Securities Act of 1933 registration for offers and sales of certain crypto asset investment contracts. As proposed, it would allow a one-time exemption for offerings of up to $5 million during a four-year period, and a separate ongoing exemption for offerings of up to $75 million during each 12-month period. The Commission announced the proposal on Tuesday, August 12, 2026 and it will be open for public comment.
Q. What does the FASB proposal on digital assets change?
The FASB proposal does not change the existing definition of cash equivalents. It adds illustrative examples so that reporting entities can determine when certain digital assets — including some stablecoins — meet the existing definition, and it expands disclosure requirements so that every reporting entity discloses more detail about the components that make up its cash equivalents. Comments on the proposed ASU are due by November 19, 2026.
Q. When would the SEC and FASB proposals take effect?
Neither is in effect yet. Both are exposure documents released for public comment. The SEC proposal must go through the public comment process and any adopting release before it becomes final; the FASB proposal will be re-deliberated after the November 19, 2026 comment period closes. The most useful thing to do between now and then is to model how the proposals would apply to your specific facts and to consider filing a comment if the answer changes materially.
Q. Would the SEC exemption let my startup raise capital without registration?
Potentially, if your issuance is a crypto asset investment contract that falls within the proposed thresholds and conditions. The proposed framework contemplates a one-time $5 million exemption over four years and an ongoing $75 million per twelve-month cap. But the proposal is not final, the exemptions include conditions that are still being written, and general securities-law and anti-fraud rules continue to apply. Treat the numbers as a planning input, not as an offering document.
Q. Do the SEC and FASB proposals interact?
They address different questions, but issuers and holders of digital assets are likely to see both. The SEC proposal governs how a crypto asset offering is structured and registered under the federal securities laws. The FASB proposal governs how a reporting entity classifies and discloses certain digital assets on its balance sheet. If your company issues, holds or accepts crypto assets, one determines how you can raise capital and the other determines how those same assets show up in your financial statements.
Q. Should we file a comment letter with the SEC or FASB?
If your business is materially affected — for example, you are planning a token offering, you hold stablecoins as part of a cash-management strategy, or you audit or advise entities that do — a targeted comment letter is one of the cheapest opportunities to shape the final rules. Comment letters do not have to be long. The FASB comment window closes November 19, 2026, and the SEC comment period is announced with the proposing release.
Every issuer, every treasury policy and every digital asset arrangement is different, and a roundup cannot tell you which of these proposals bites in your specific facts. If you would like us to model that against your engagement, contact SW Accounting & Consulting Corp — we are a Los Angeles CPA firm working with owner-operated businesses across California and with companies operating between the United States and Korea.
