The first would allow eligible issuers to offer up to $5 million in securities over a four-year period. The second would permit offerings of up to $75 million during any 12-month period. Both exemptions would be subject to specified conditions and disclosure requirements.
Issuers would be required to provide principles-based disclosures and would remain subject to the securities laws’ antifraud and antimanipulation provisions. The larger exemption would carry additional disclosure requirements, including financial statements and information about the issuer’s financial condition.
The proposal would also create a conditional safe harbor from the term “investment contract” in the definition of a security. Under the proposed framework, certain crypto assets could cease to be treated as part of an investment contract after the issuer has completed, or permanently stopped providing, the essential managerial efforts it promised investors.
The SEC proposal follows the agency’s March 2026 crypto interpretation, developed alongside the Commodity Futures Trading Commission (CFTC), which established categories of crypto assets that generally are not securities while distinguishing them from tokenized traditional securities.
Why Is the SEC Proposing the Rules Now?
The SEC proposal comes as Congress continues to debate the CLARITY Act, legislation that would establish a broader federal framework for digital assets.
The legislation has faced friction between the crypto and banking industries over stablecoin rewards, along with scrutiny over President Trump’s handling of conflicts of interest.
A procedural vote is scheduled for mid-September, but with Congress’s attention shifting toward the midterms, deliberation time is expected to be limited. The SEC had also abruptly canceled a committee meeting on the proposal the previous Friday.
Regulation Crypto Assets will be open for public comment for 60 days following its publication in the Federal Register.
Why This Matters
If adopted, Regulation Crypto Assets could give crypto startups and projects a clearer, faster path to raise capital in the U.S. without full securities registration. Its outcome may also shape how Congress approaches the stalled Clarity Act in the months ahead.
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