
The SEC's Regulation Crypto Assets would let issuers raise up to $75M annually without full registration, with a 60-day comment period ahead.
The Securities and Exchange Commission proposed new rules Tuesday that would create two exemptions for crypto asset offerings, letting issuers raise up to $75 million per year without full registration under the Securities Act of 1933.
The SEC called the proposal Regulation Crypto Assets. It will remain open for public comment for 60 days after publication in the Federal Register, the agency said in a press release.
The first exemption covers offerings of up to $5 million over a four-year period. The second allows offerings of up to $75 million in any 12-month period. Both are tailored to certain investment contracts involving crypto assets.
The proposal also includes a conditional safe harbor from the term "investment contract" in the definition of "security" under the 1933 Act. It would preempt state securities law registration and qualification requirements for offers and sales made under the new exemptions, the SEC said.
"As we continue the Commission's efforts to provide clarity for crypto markets, and as Congress works to establish a lasting regulatory framework, Regulation Crypto Assets seeks to provide crypto asset entrepreneurs and market participants with clear pathways to raise capital under the federal securities laws," SEC Chairman Paul S. Atkins said in the release.
Atkins added that Congress designed securities laws to "amplify – within specific guardrails – opportunities for entrepreneurs to innovate and build new products." He called the proposal a key element in the SEC's strategy to "onshore innovation in crypto asset markets."
The proposed rules follow the SEC's March interpretation of how federal securities laws apply to certain crypto assets and transactions. Together, the two actions create a securities offering regime aimed at encouraging domestic crypto capital formation, the agency said.
The move comes as crypto legislation remains stalled in Congress, leaving regulators to set policy on their own. Tuesday's proposal marks the SEC's first major rulemaking under Atkins, who took office earlier this year.
Industry groups and law firms are expected to submit comments during the 60-day window. The comment period will begin once the proposal is published in the Federal Register.
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