The U.S. Securities and Exchange Commission has proposed a new framework for crypto asset offerings, pressing ahead with its own rulemaking as broader legislation in Congress remains delayed.
On Tuesday, the agency introduced Regulation Crypto Assets, a tailored offering regime that it says would let token issuers raise money in the United States without running afoul of securities laws.
Two exemptions under the Securities Act
According to the report, Tuesday’s proposal creates two exemptions from registration under the Securities Act of 1933.
The first is a one-time exemption that would allow issuers to raise as much as $5 million in crypto over four years.
The second would permit fundraising of up to $75 million in any 12-month period, but it comes with financial statements and ongoing reporting requirements.
Both exemptions would require issuers to provide narrative disclosures, described as written explanations for investors outlining the business and its risks.
Conditional safe harbor
The proposal also introduces a conditional safe harbor. Under that structure, once an issuer has completed — or permanently abandoned — the managerial work it promised, its token would no longer be treated as subject to an investment contract and would therefore sit outside the definition of a security.
SEC ties proposal to capital formation
SEC Chairman Paul Atkins said the proposal marks another step toward bringing innovation in crypto asset markets onshore, and said it would give entrepreneurs clearer paths to raise capital while Congress works to establish a lasting regulatory framework.
Clarity Act delayed until September
That congressional effort is moving slowly. Pro-crypto lawmakers had hoped to pass the Clarity Act before Congress left for its August recess, but the vote slipped to September after Democrats objected to the latest draft, the report said.
Some Republican senators, including Senator Cynthia Lummis, accused some of deliberately holding the bill back.
Regulators continue without waiting
Regulators are not pausing for legislation. CFTC Chairman Michael Selig has said he will continue with rulemaking whether or not the Clarity Act is enacted, with the goal of finalizing rules before the administration’s term ends.
60-day comment window
The proposal builds on the SEC’s March interpretation of how securities laws apply to crypto. Public comments will remain open for 60 days after publication in the Federal Register.
The report was first published by Bitcoin Magazine and written by Mathew Di Salvo.