SEC Proposes New Crypto Rules With $75M Offering Exemption

The U.S. Securities and Exchange Commission proposed a new framework on Aug. 18 called “Regulation Crypto Assets,” marking the first major rulemaking effort under the Trump administration to give the industry the tailored rules it has long sought.

Two new exemptions

The proposal builds on the Commission’s March 2026 interpretation clarifying how federal securities laws apply to crypto assets.

It would create two exemptions from the registration requirements of the Securities Act of 1933.

The first is a one-time exemption permitting offerings of up to $5 million over a four-year period.

The second would allow offerings of up to $75 million during each 12-month period, though those issuers would need to provide financial statements and meet ongoing reporting requirements.

Under both, issuers must make principles-based narrative disclosures available to investors.

Safe harbor and state preemption

The rules also include a conditional safe harbor that would exclude a crypto asset from being treated as an investment contract under the definitions of “security” in the 1933 and 1934 Acts.

The proposal would additionally preempt state securities law registration and qualification requirements for offerings made under the new exemptions, as well as certain secondary market transactions.