
SEC's Regulation Crypto Assets proposal includes a $75M offering exemption and safe harbor for qualifying crypto assets, giving startups a path to raise capital without full registration.
The Securities and Exchange Commission (SEC) proposed new rules Tuesday that would let certain crypto projects raise capital without registering offerings under federal securities law. A key provision would exempt offerings of up to $75 million over 12 months.
The proposal, called "Regulation Crypto Assets," would create a tailored framework for investment contracts involving crypto assets. It arrives as Congress continues negotiating the broader federal framework for digital assets.
The plan includes two registration exemptions under the Securities Act of 1933. The first would let eligible issuers offer up to $5 million in securities over four years. The second would permit offerings of up to $75 million in any 12-month period. Both come with conditions and disclosure requirements.
Issuers would need to provide principles-based disclosures and remain subject to antifraud and antimanipulation provisions. The larger exemption requires additional disclosures, including financial statements and information about the issuer's financial condition.
The proposal also creates a conditional safe harbor from the term "investment contract" in the definition of a security. Under the framework, certain crypto assets could stop being treated as part of an investment contract after the issuer has completed or permanently stopped providing the essential managerial efforts it promised investors.
The SEC proposal follows the agency's March 2026 crypto interpretation, developed alongside the Commodity Futures Trading Commission (CFTC). That interpretation established categories of crypto assets that generally are not securities while distinguishing them from tokenized traditional securities.
The SEC proposal comes as Congress continues to debate the CLARITY Act, legislation that would establish a broader federal framework for digital assets. The legislation has faced friction between the crypto and banking industries over stablecoin rewards, along with scrutiny over President Trump's handling of conflicts of interest.
A procedural vote is scheduled for mid-September, but with Congress's attention shifting toward the midterms, deliberation time is expected to be limited. The SEC had also abruptly canceled a committee meeting on the proposal the previous Friday.
Regulation Crypto Assets will be open for public comment for 60 days following its publication in the Federal Register.
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