The U.S. Securities and Exchange Commission has proposed a new regulatory framework for crypto assets that could significantly reshape how digital asset projects raise capital in the United States.
Dubbed “Regulation Crypto Assets,” the proposal would establish a tailored securities regime for certain investment contracts involving crypto assets. The SEC said the framework is designed to reduce regulatory barriers for crypto entrepreneurs while maintaining investor protections under federal securities laws.
The proposal includes two new exemptions from securities registration requirements. One would allow an issuer to raise up to $5 million over a four-year period, while another would permit offerings of up to $75 million during any 12-month period.
Issuers using the exemptions would still face disclosure requirements. Projects relying on the larger exemption would also have to provide financial statements and comply with ongoing reporting obligations.
The SEC is also proposing a conditional safe harbor that could eventually allow certain crypto assets to fall outside the definition of an “investment contract.” The provision would apply once an issuer has completed or permanently stopped the essential managerial efforts it had promised to undertake under the investment contract, provided the other conditions of the safe harbor are met.
Another major element of the proposal would preempt certain state securities registration and qualification requirements for offerings conducted under Regulation Crypto Assets. The provision would also cover some secondary-market transactions involving securities issued under the new exemptions.
Clearer pathways
SEC Chairman Paul Atkins said the proposal is intended to give crypto entrepreneurs clearer pathways to raise capital while encouraging innovation to remain in the United States.
The new framework builds on the SEC’s crypto-related interpretive guidance issued in March 2026. The agency said the combined approach is intended to provide greater clarity over when federal securities laws apply to crypto assets, reduce incentives for companies to move operations offshore and expand investment opportunities for U.S. investors.
The proposal was approved through a “seriatim” vote, meaning the commissioners voted individually outside a public meeting, according to an SEC spokesperson. The Commission had initially scheduled an open meeting to consider the proposal on Aug. 14 but canceled it because of an “unforeseen scheduling issue.”
The proposal now enters a 60-day public comment period following its publication in the Federal Register. It remains a proposal rather than a finalized rule, meaning its provisions could still change before the SEC takes final action.
