The proposal would include a one-time “startup exemption” for offerings up to $5 million over four years and a “fundraising exemption” for up to $75 million per 12-month period.
- The SEC announced “Regulation Crypto Assets,” which would establish a specialized regime for securities offerings of certain investment contracts.
- This would involve crypto assets and be the first dedicated federal framework for crypto fundraising.
- “This is the most historic step yet to modernize federal securities regulations for crypto assets,” said SEC Chairman Paul Atkins.
The US Securities and Exchange Commission (SEC) on Tuesday proposed the first permanent federal rule for digital asset fundraising. This framework would allow crypto projects to raise up to $75 million without full securities registration.
The proposal, called “Regulation Crypto Assets,” would create two exemptions from the registration requirements of the Securities Act of 1933 for certain investment contracts that involve crypto assets, the SEC announced. A “startup exemption” would allow for one-time offerings up to $5 million over four years, and a “fundraising exemption” would allow offerings up to $75 million in any 12 months.
What The Rules Would Require
Issuers relying on either exemption would have to provide investors with narrative disclosures based on principles. Those using the larger $75 million exemption would also be required to file financial statements and meet ongoing reporting requirements. The proposed rules would override state securities registration and qualification requirements for offerings made in reliance on the new exemptions.
The framework also offers a conditional safe harbor from the definition of “security” under the Securities Act of 1933 and the Securities Exchange Act of 1934. If an issuer has fully developed or permanently discontinued any essential development that it has represented or promised, the underlying crypto asset would no longer be an investment contract, potentially removing it entirely from SEC jurisdiction.
Atkins Calls Proposal ‘Historic Step’ For Crypto Regulation
On Tuesday, SEC Chairman Paul Atkins called the proposal "the most historic step yet to modernize federal securities regulations for crypto assets," comparing it with the current approach to what he described as an era when issuers and investors had to navigate "an activist SEC weaponized against this asset class."
Atkins said the SEC continued to support congressional work on the Digital Market Asset Clarity Act, also known as the CLARITY Act, which remains pending in the Senate with a procedural vote scheduled for September. The chairman framed the proposal as a bridge, saying the work was "too important" to wait for legislation.
Twenty One Capital CEO Calls It A Step Toward Removing Constraint
The lack of clear rules has been the real constraint, not appetite from institutions or builders, for an asset that is a commodity to produce, collateral to lend against, and a base to build financial products on, Raphael Zagury, CEO of Twenty One Capital (XXI), said in a statement to Stocktwits in an email.
“What the SEC is taking up and what the OCC has already signaled on chartering are steps toward removing that constraint. Directionally, this is the environment we're positioned for as a Bitcoin-native operating company, one where the industry can build on solid regulatory ground, rather than in spite of it," added Zagury.
Busy Week For Crypto Policy
The proposal comes after the US Treasury opened its own 60-day comment period on proposed rules for the GENIUS Act stablecoin framework, marking two major pieces of federal crypto rulemaking in the same week.
The SEC’s proposal also caps a busy week for crypto policy in Washington. Executives from Coinbase Global (COIN), Ripple (XRP), Polymarket and Gemini (GEMI) are expected to attend a White House event on Wednesday alongside traditional finance firms including Nasdaq (NDAQ) and NYSE, with SEC Chairman Gary Gensler and CFTC Acting Chairman Michael Selig also expected to attend. The CLARITY Act, crypto’s top market structure priority, remains pending in the Senate ahead of a procedural vote next month.
Bitcoin’s price was trading flat over the past 24 hours. On Stocktwits, the retail sentiment around BTC moved to ‘neutral’ from ‘bearish’ while chatter around it stayed at ‘normal’ levels over the past day.
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