SEC Proposes Framework for Crypto Asset Offerings

Why It Matters

The Securities and Exchange Commission (SEC) issued a proposed rule on August 18 that would create a tailored offering and disclosure framework for crypto assets. SEC Chairman Paul Atkins called it the most historic step yet to modernize federal securities regulations for crypto assets, but the proposal arrives as Congress prepares to vote on competing legislation, with a Senate cloture vote on the House-passed Digital Asset Market Clarity Act scheduled for September 15. Exchanges, brokers, and dealers could still face securities law liability for listing or trading covered crypto assets before an issuer completes its essential managerial efforts.

The Big Picture

The SEC's proposed Regulation Crypto Assets, detailed in a Congressional Research Service report published September 10, would create two exemptions from securities registration requirements for crypto asset offerings. The startup exemption would allow issuers to raise up to $5 million over four years without registering their offerings as securities, provided they file required notices with the SEC. The fundraising exemption offers two tiers, with Tier 1 permitting offerings of up to $20 million in a 12-month period and Tier 2 allowing up to $75 million, though Tier 2 would require audited financial statements.