The U.S. Securities and Exchange Commission (SEC) has proposed “Regulation Crypto Assets”—a dedicated securities offering framework for certain investment contracts involving crypto assets. The core of the proposal is to establish a clear pathway for projects seeking to raise capital without undergoing full registration under the Securities Act.
Specifically, the SEC proposed two registration exemptions. The first permits an offering of up to $5 million over 4 years. The second raises the ceiling to $75 million in any 12-month period. Both require disclosures to investors, while the larger exemption also mandates financial statements and ongoing periodic reporting.
A second notable provision is a conditional safe harbor mechanism. Under this rule, a crypto asset could cease to be treated as an investment contract if it meets specific criteria—such as when the issuer has completed, or entirely ceased, the essential managerial efforts it had committed to. This is the most sensitive aspect, as it touches the boundary between “securities” and “commodities” that the market has debated for years.
The SEC will accept public comments for 60 days after the proposal is published in the Federal Register.
The takeaway: this marks the first time the agency has attempted to shape a bespoke offering framework for crypto rather than forcing it into traditional securities molds. Its final rollout will determine how projects raise capital in the U.S. for years to come.