Proposal to make historic shift in US digital asset policy would give crypto issuers two registration exemptions and a safe harbor from securities classification.
The Securities and Exchange Commission has unveiled its most ambitious attempt yet to bring order to crypto capital markets.
It’s proposed a new regulatory framework that would give digital asset issuers clear pathways to raise funds while remaining inside the boundaries of federal securities law.
SEC Chairman Paul S. Atkins described the proposal as a landmark shift. "Regulation Crypto Assets seeks to provide crypto asset entrepreneurs and market participants with clear pathways to raise capital under the federal securities laws," Atkins said Tuesday. "For too long, issuers and investors had to navigate an activist SEC weaponized against this asset class," adding that the result had been uncertainty and innovation chasing offshore.
The proposal arrives roughly five months after the Commission published its March 2026 interpretive guidance an analysis that drew a clearer line for advisors on when a crypto asset may or may not constitute a security, building directly on that framework.
Regulation Crypto Assets now establishes the mechanics for how issuers can actually conduct compliant fundraising under those parameters.
Two exemptions and a safe harbor
At the core of the proposal are two exemptions from Securities Act registration requirements.
A startup exemption would allow issuers to raise up to $5 million in a single offering during any four-year window, with principles-based disclosure requirements.
A broader fundraising exemption breaks into two tiers: up to $20 million per 12-month period under Tier 1, and up to $75 million per 12-month period under Tier 2. The larger tier requires audited financial statements and ongoing reporting obligations.
The proposal also introduces a conditional safe harbor that would exclude certain crypto assets from the definition of an "investment contract" under the Securities Act of 1933 and the Securities Exchange Act of 1934, provided specified conditions are met.
Assets that fall outside the investment contract definition are not securities and thus not subject to SEC registration, custody rules, or the disclosure obligations that shape how advisors can recommend or hold them for clients.
A state preemption provision would override state-level securities registration requirements for compliant offerings and certain secondary market transactions. States would retain fraud enforcement authority but could no longer impose their own registration hurdles; a significant simplification for issuers operating across multiple jurisdictions.
The Commission has structured the framework to align with existing templates from the JOBS Act of 2012, specifically Regulation Crowdfunding and Regulation A+, with modifications suited to the distinct economics of crypto fundraising.
Commissioner Hester Peirce, a longtime advocate for clearer crypto rules, noted that "our rules need to be tailored to changing market developments and designed to protect investors and market integrity." Commissioner Mark Uyeda, who led the SEC's crypto task force earlier this year, was candid about the past: "Those who sought to register their crypto offerings were often given a bureaucratic runaround with no resolution in sight."
Evolving landscape
The tokenized asset market has already been expanding rapidly; Securitize recently became a registered investment advisor as tokenized assets approach a $37 billion record, illustrating just how much institutional capital is lining up behind the asset class.
Regulation Crypto Assets, if adopted, would give that momentum a clearer legal foundation.
"While Congress continues its important work to advance crypto market structure legislation for the President to sign, the world and our markets keep evolving," he said.
The SEC continues to support the CLARITY Act, which is advancing separately on Capitol Hill, but moved forward unilaterally under existing statutory authority rather than hold the industry in limbo.
The proposed rules are open for public comment for 60 days following publication in the Federal Register.
