
The SEC proposed two exemptions allowing crypto companies to raise up to $75M without full registration, plus a safe harbor. Chair Atkins called it central to the agency's agenda.
The Securities and Exchange Commission kicked off rulemaking Tuesday to ease how crypto companies raise money, days after the agency abruptly canceled a meeting where it was expected to consider the proposal.
The SEC canceled the Friday meeting because of an "unforeseen scheduling issue" and said it would be rescheduled. The agency instead released the proposed rules two days later.
The proposal, called "Regulation Crypto Assets," includes two exemptions that let certain crypto companies raise capital without going through the full securities registration process. The first allows a one-time offering of up to $5 million over four years. The second permits raising up to $75 million in any 12-month period, with ongoing reporting requirements. Both require issuers to provide disclosures to investors.
The rules also include a conditional safe harbor that could let certain crypto assets fall outside the definition of a security if they meet specific requirements. They would also prevent states from imposing separate securities registration requirements on offerings that qualify for the federal exemptions.
The public comment period will be open for 60 days after the rule is published in the Federal Register. In a recorded video Tuesday, SEC Chair Paul Atkins said the proposal "sits at the center" of the agency's agenda and is essential for a crypto asset fundraising framework. He also said the agency supports the crypto market structure bill but that time is urgent.
"The SEC continues to support congressional work on the CLARITY Act, and we expect to see the bill reach the president's desk," Atkins said. "Under our current statutory authority, we are acting. The work before us is too important."
As lawmakers advance the CLARITY Act, Atkins said the proposed rulemaking would help ensure "that America remains the world's premier destination to innovate, raise capital." He called the rule the commission's answer to a question that has puzzled innovators since the blockchain’s birth: how to raise capital to develop a crypto asset while still building the network where it will be used.
The CLARITY Act would establish a long-term legal framework for the entire crypto market, including clarifying the roles of the SEC and CFTC and creating registration pathways for exchanges and custodians. The bill was not brought up for a vote before the Senate's August recess, which began Aug. 6. It had been delayed for weeks due to disagreements between Republicans and Democrats over how to enforce ethics provisions and whether the Justice Department could police potential conflicts involving President Donald Trump and the crypto industry.
The proposed rule follows the SEC’s canceled open meeting that was set to consider issuing a release on a "tailored offering regime for certain investment contracts involving crypto assets," according to a public notice. Bloomberg reported the SEC had been expected to propose the crypto framework Friday, along with an "innovation exemption" for tokenized stocks to trade around the clock – that exemption was not included in this rulemaking.
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