SEC Proposes New Crypto Rules With $75M Offering Exemption

Under both, issuers must make principles-based narrative disclosures available to investors.

Safe harbor and state preemption

The rules also include a conditional safe harbor that would exclude a crypto asset from being treated as an investment contract under the definitions of “security” in the 1933 and 1934 Acts.

The proposal would additionally preempt state securities law registration and qualification requirements for offerings made under the new exemptions, as well as certain secondary market transactions.

SEC Chairman Paul Atkins said in a statement:

“As we continue the Commission’s efforts to provide clarity for crypto markets, and as Congress works to establish a lasting regulatory framework, Regulation Crypto Assets seeks to provide crypto asset entrepreneurs and market participants with clear pathways to raise capital under the federal securities laws.”

Comment period and context

Atkins added that the framework aims to:

Onshore innovation in crypto asset markets for generations to come.

The agency’s move carries added weight with industry-backed legislation stalled in the Senate, though executives worry rules without a statute could be reversed by a future administration.

The public comment period runs for 60 days after publication in the Federal Register.