Regulation Crypto Assets: SEC Proposes New Rules For Crypto

The Securities and Exchange Commission (SEC) delivered a bit of a surprise today by proposing new rules for crypto offerings. Regulation Crypto Assets would clarify how securities laws apply to certain digital asset offerings, preempt state authority, and support secondary trading.

The proposed rules include two exemptions from the registration requirements.

The first is a one-time exemption that would permit offerings of up to $5 million during a four-year period.

The second exemption would permit offerings of up to $75 million during each 12-month period.

For both exemptions, an issuer would be required to make principles-based disclosures. For the second exemption, which has the $75 million funding cap, issuers would need to file financial statements alongside ongoing reporting.

These exemptions align with the current Reg CF and Reg A+ exemptions created under the JOBS Act of 2012, during the Obama Administration. These two exemptions support online capital formation, alongside Reg D 506c.

The “startup exemption” would be a one-time, non-exclusive exemption from Securities Act registration requirements allowing a funding round of covered investment contracts of up to $5 million.

The Fundraising Exemption would include two tiers, similar to Reg A.