The U.S. Securities and Exchange Commission will vote Friday on whether to propose a new offering framework specifically designed for certain investment contracts involving crypto assets.

The open meeting is scheduled for August 14 at 10 a.m. ET at the SEC's Washington headquarters, with public access available through the agency's webcast. The Division of Corporation Finance is presenting the proposal to commissioners.

Approval would move the framework into formal rulemaking rather than make the new requirements immediately effective.

SEC Targets Crypto Investment Contract Offerings

The proposal represents the next stage of the SEC's effort to separate crypto assets themselves from investment contracts created around their sale. The concept of an investment contract traces to a 1946 Supreme Court decision, SEC v. W.J. Howey Co., which established that an investment of money in a common enterprise with expectation of profits from the efforts of others constitutes a security — a standard the SEC has applied to numerous crypto token offerings in recent years, primarily through enforcement actions rather than tailored rules.

A March interpretation established several crypto asset categories and clarified that a non-security token can still become subject to federal securities laws when sold alongside promises of essential managerial efforts that create an investment contract. That relationship can later end when those promises have been fulfilled or are no longer reasonably connected to the asset.

The upcoming rules would address how issuers can actually conduct offerings when an investment contract does exist — a question that has pushed many crypto projects to structure token sales offshore rather than navigate existing SEC exemptions such as Regulation D and Regulation A, which were designed for traditional corporate securities.

SEC Chair Paul Atkins has outlined possible pathways including principles-based disclosures tailored to crypto projects, limited fundraising exemptions and an investment-contract safe harbor. One model could allow qualifying issuers to provide information resembling crypto white papers rather than applying every disclosure requirement designed for conventional public companies.

Project Crypto Moves From Guidance Into Rulemaking

The vote advances the broader Project Crypto initiative launched to modernize securities rules for onchain markets.

That program covers token distributions, trading, custody, tokenization and other activities that have struggled to fit cleanly within existing securities-market rules. Commissioner Hester Peirce has separately addressed how crypto vaults and onchain lending arrangements can become investment contracts depending on how they are structured and managed. Peirce had proposed her own token safe harbor as early as 2020, with a revised version in 2021, though those proposals were not advanced under the prior commission leadership.

Atkins had identified a tailored offering regime as a Project Crypto priority months before the August meeting, alongside exemptions designed to give crypto businesses a defined route into regulated U.S. capital markets.

Approval Would Start Public Rulemaking Process

A successful August 14 vote would authorize publication of a proposed rule, followed by a public comment period before commissioners could consider a final version. SEC rule proposals typically undergo economic analysis, industry feedback and revisions before any final adoption vote.

The agency-level process is moving while broader market-structure legislation remains unfinished. The CLARITY Act still faces a difficult Senate path, leaving the SEC able to use its existing securities-law authority while Congress works on a wider division of responsibilities between federal regulators.

Commissioners will consider the crypto offering proposal at 10 a.m. ET on Friday, August 14, with the meeting open to the public in Washington and online.

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