- Eligible crypto offerings could raise up to $5M over four years or $75M annually without SEC registration.
- The proposal adds a conditional safe harbour and could preempt certain state securities rules; it now enters a 60-day comment period.
The U.S. Securities and Exchange Commission (SEC) has formally proposed “Regulation Crypto Assets”, a tailored framework that would create clear pathways for crypto projects to raise capital under federal securities laws without going through the full SEC registration process.
Moreover, the SEC Chairman Paul Atkins framed the proposal directly: the goal is to bring innovation onshore, reduce incentives for issuers to operate offshore, and give crypto entrepreneurs a fit-for-purpose rulebook rather than forcing them to work within frameworks built for traditional securities.
In addition, the public comment period opens now and runs for 60 days following Federal Register publication.
The Two Exemptions, and What They Cover
The proposal introduces two distinct exemptions from Securities Act registration requirements, both specifically tailored for investment contracts involving crypto assets.
The first is a one-time exemption allowing offerings of up to $5 million over a four-year period. It comes with principles-based narrative disclosure requirements for investors and straightforward reporting without the full weight of SEC registration compliance.
The second exemption allows offerings of up to $75 million within any 12-month period. This tier carries additional requirements, financial statements and ongoing reporting obligations, reflecting the larger capital raise and the broader investor base it would attract.
Both exemptions also preempt state securities law registration and qualification requirements for covered offerings and certain secondary market transactions, removing one of the most significant friction points for projects trying to operate across multiple U.S. states.
The proposal includes a conditional safe harbour from the definition of “investment contract” under both the Securities Act of 1933 and the Securities Exchange Act of 1934. If the conditions are met, a crypto asset would no longer be considered subject to an investment contract, effectively stepping outside SEC securities jurisdiction.
Significantly, the issuer must have completed or permanently ceased all essential managerial efforts it represented or promised to undertake. That gives projects a defined finish line rather than permanent regulatory uncertainty.
This proposal lands at a critical moment. With the CLARITY Act still working through Congress, Regulation Crypto Assets gives the market something concrete to respond to right now. Two registration exemptions, a clear safe harbour trigger, and state law preemption together represent the most structured federal crypto fundraising framework the U.S. has ever put forward.
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