Key Highlights
- SEC proposes two exemptions for certain crypto asset offerings.
- Issuers could raise up to $5 million over four years under one exemption.
- A second exemption would allow offerings of up to $75 million in 12 months.
The U.S. Securities and Exchange Commission (SEC) has proposed a new framework for certain crypto assets, introducing exemptions for securities offerings and a conditional safe harbor for investment contracts involving crypto assets.
According to an official announcement of August 18, the proposal builds on the SEC’s March 2026 interpretation of how federal securities laws apply to certain crypto assets and transactions.
The proposal comes as the SEC continues to develop a more defined regulatory framework for the crypto industry, following months of discussions around tailored rules for digital assets. In March 2026 the regulator discussed how the federal securities laws apply to certain crypto assets and transactions involving crypto assets.
Two exemptions proposed for crypto offerings
Under the proposed Regulation Crypto Assets, the SEC would establish two exemptions from the Securities Act of 1933’s registration requirements for certain investment contracts involving crypto assets.
The first exemption would allow eligible issuers to raise up to $5 million over four years. The second would permit offerings of up to $75 million in any 12 months.
Both exemptions would require issuers to provide investors with certain principles-based narrative disclosures. Issuers using the larger exemption would also need to provide financial statements and comply with ongoing reporting requirements.
Proposed Safe Harbor could end securities treatment
The SEC has also proposed a conditional safe harbor related to the definition of an “investment contract” under the Securities Act and the Securities Exchange Act.
Under the proposed framework, a crypto asset could fall outside the investment-contract definition if the specified conditions are met.
The safe harbor would also apply after an issuer has completed or permanently stopped the essential managerial efforts it had represented or promised to undertake under an investment contract.
SEC Chairman Paul Atkins said the proposal is intended to give crypto entrepreneurs and market participants clearer pathways to raise capital under federal securities laws.
“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.
He added that the proposed safe harbor could provide greater clarity once an issuer has completed or permanently ceased its essential managerial efforts.
SEC aims to reduce incentives for crypto businesses
The SEC said the proposed framework is intended to address barriers to capital formation and innovation in U.S. crypto markets.
The agency also said the rules could reduce incentives for issuers to operate offshore while expanding investment opportunities for U.S. investors under more consistent protections.
The proposal would further preempt certain state securities registration and qualification requirements for securities issued under Regulation Crypto Assets, including some secondary-market transactions.
Latest proposal follows SEC’s earlier crypto rule plans
The latest proposal follows an earlier SEC move in July, when the agency was preparing to introduce new rules for crypto assets that could include exemptions and safe harbors.
At the time, the SEC’s planned framework was expected to provide a more tailored approach to crypto offerings and reduce reliance on enforcement-led regulation while the industry awaited broader congressional action on digital asset legislation.
The August proposal now formalizes that direction by setting out specific offering thresholds, disclosure requirements and a proposed safe harbor.
Proposal comes as Congress works on framework
The SEC’s proposal also comes as lawmakers continue working on broader legislation for the digital asset industry, including the CLARITY Act.
While the SEC proposal focuses specifically on securities-law treatment and capital formation for certain crypto assets, legislation could establish a wider framework covering areas such as regulatory jurisdiction and market structure.
The SEC said its latest proposal is intended to work alongside congressional efforts to establish a lasting regulatory framework for crypto markets.
Public comment period opens
The SEC said the public comment period will remain open for 60 days after the proposal is published in the Federal Register.
The rules are not final and could change following feedback from industry participants, investors and other stakeholders.
If adopted, the framework would give certain crypto issuers new routes to raise capital in the U.S., while creating specific conditions under which some crypto assets could move outside investment-contract treatment.
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