- The SEC proposes exemptions allowing qualifying crypto issuers to raise up to $75 million annually without registration.
- A conditional safe harbor could exclude qualifying crypto assets from investment-contract definitions under federal securities laws.
- The proposal would require disclosures on tokenomics, source code, governance and teams, with comments open for 60 days.
The U.S. Securities and Exchange Commission proposed Regulation Crypto Assets on August 18, creating new fundraising exemptions for certain crypto investment contracts. The proposal would allow some issuers to raise up to $5 million over four years or $75 million annually without registration. The SEC also proposed a conditional safe harbor and state registration preemption.
SEC Sets Two Fundraising Exemptions
According to the SEC, the first exemption would permit one offering of up to $5 million during four years. The second would allow offerings of up to $75 million during each 12-month period.
However, issuers using either exemption would need to provide principles-based narrative disclosures. Issuers using the $75 million exemption would also provide financial statements and ongoing reports.
The proposal builds on the SEC’s March 2026 interpretation covering federal securities laws and certain crypto assets. Chairman Paul S. Atkins said the framework seeks clearer paths for crypto entrepreneurs raising capital under federal securities laws.
Safe Harbor Targets Crypto Investment Contracts
Notably, the SEC proposed a conditional safe harbor for certain crypto assets. If issuers satisfy its conditions, the assets would not qualify as investment contracts under the Securities Act and Exchange Act definitions.
The proposal also addresses state requirements. It would preempt state securities registration and qualification rules for offerings using Regulation Crypto Assets exemptions.
The SEC’s proposal includes principles-based disclosures covering information investors need about qualifying projects. The supplied material also identifies source code, structure, tokenomics, roadmaps, and core teams.
SEC Opens 60-Day Comment Period
The public can submit comments for 60 days after the proposal appears in the Federal Register. The SEC said the rules aim to clarify when crypto assets fall under federal securities laws.
The proposal also includes anti-fraud and anti-manipulation provisions. Projects seeking the proposed safe harbor would face decentralization benchmarks, including independent governance and distributed nodes.
In addition, the framework identifies token market independence as a benchmark. Under the supplied material, that means token value would depend on utility rather than centralized marketing.
SEC Commissioner Hester Peirce said rules should allow well-intentioned people to follow them without abandoning legitimate pursuits.
