
The SEC's proposed rules offer exemptions for up to $5M and $75M offerings and a safe harbor from the definition of an investment contract.
The U.S. Securities and Exchange Commission released a proposed regulatory framework Wednesday for certain crypto investment contracts. The proposal, named Regulation Crypto Assets, would create exemptions from securities registration and a conditional safe harbor from the definition of an investment contract under the Securities Act of 1933 and the Securities Exchange Act of 1934.
The SEC detailed two exemptions in a press release. The first would allow offerings of up to $5 million over a four-year period. The second would permit offerings of up to $75 million in any 12-month period. Under both, issuers would need to make principles-based narrative disclosures available to investors. Issuers using the larger exemption would also have to provide financial statements and meet ongoing reporting requirements, the SEC said.
The safe harbor would apply when certain conditions are met. It would keep the agency from treating a crypto asset as subject to an investment contract for purposes of the securities laws. The proposal would also preempt state securities law registration and qualification requirements for exempted offers and sales, as well as for certain secondary market transactions, the SEC said.
The proposal follows the SEC's March 2026 interpretation of how federal securities laws apply to crypto assets. The SEC canceled a meeting last week that had been scheduled to discuss the proposed rules. The release also comes as the CLARITY Act, a bipartisan bill that would create a statutory framework for crypto securities, has not advanced in the Senate.
The public comment period for the proposed rules is 60 days. The SEC said it will review comments before finalizing the framework. crypto market analysis
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