The new regime would introduce two exemptions for certain crypto offerings and introduce a conditional safe harbour from investment contract treatment.
The US Securities and Exchange Commission (SEC) has proposed a tailored securities offering regime for certain investment contracts involving crypto assets. The proposal builds on the Commission’s March 2026 interpretation of how federal securities laws apply to crypto assets and related transactions.
Under the proposed Regulation Crypto Assets, issuers would have access to two exemptions from Securities Act registration requirements. One would allow offerings of up to $5 million over a four-year period, while the second would permit offerings of up to $75 million in any 12-month period. Both would require principles-based narrative disclosures, with the larger exemption also subject to financial statement and ongoing reporting requirements.
The proposal would also introduce a conditional safe harbour under which qualifying crypto assets could be deemed not to constitute investment contracts for purposes of federal securities law once specified conditions are met. The SEC said the framework is intended to provide greater regulatory clarity, support domestic capital formation and reduce incentives for crypto businesses to operate offshore.
Why does it matter?
The proposed rules could strengthen the US’s position as a destination for crypto investment and innovation by reducing regulatory uncertainty around fundraising. Clearer rules could encourage more crypto businesses to raise capital and operate in the US rather than moving offshore, while giving investors more consistent protections. The new exemptions and safe harbour could also influence how other jurisdictions approach the regulation of crypto asset fundraising and the boundary between digital assets and securities.
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