SEC Proposes Registration Exemptions for Crypto Issuers Raising Up to $75 Million

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The U.S. Securities and Exchange Commission has proposed exempting certain crypto-asset investment contracts from registration requirements under federal securities laws.

On Aug. 18, the SEC formally proposed "Regulation Crypto Assets," a tailored exemption framework designed to reflect the characteristics of crypto assets.

Under the proposal, smaller projects could raise up to $5 million over four years without going through complex disclosure procedures. Larger fundraising efforts could also qualify for an exemption from registration for up to $75 million a year if issuers meet stricter requirements, including principles-based disclosures, financial statement filings and periodic reporting.

The proposal also includes a conditional safe harbor for offerings that meet specified requirements, allowing them to avoid regulations tied to investment contracts under securities law. It also aims to reduce differences in state-level oversight by giving federal law priority.

The measure remains at the proposal stage and is not a final rule. The SEC plans to collect feedback from industry participants and experts over the next 60 days.