SEC Pitches New Crypto Offering Rules as U.S. Legislation Stalls
The U.S. Securities and Exchange Commission is proposing a new regulatory framework aimed at giving crypto companies more room to raise capital without forcing every digital-asset offering through the full securities registration process.
Dubbed “Regulation Crypto Assets,” the proposal would establish a tailored regime for certain digital-asset offerings while maintaining investor protections. SEC Chair Paul Atkins said the initiative is intended to modernize securities rules and encourage crypto innovation to remain in the United States.
The proposal introduces two major fundraising exemptions.
Under a planned startup exemption, eligible companies could raise as much as $5 million without registering the offering under the Securities Act of 1933. The exemption would remain available for four years.
A separate fundraising exemption would cover offerings of up to $75 million over a one-year period, potentially giving larger crypto businesses a more flexible route to access capital.
The SEC is also proposing a safe harbor that could allow certain digital assets to eventually stop being treated as securities. To qualify, an asset would have to meet specific conditions, including reaching a point where the issuer or other parties have stopped making managerial efforts that would otherwise support the investment-contract argument.
The initiative follows regulatory guidance released in March by the SEC and the Commodity Futures Trading Commission. That guidance sought to clarify how federal securities laws apply to different types of digital assets and transactions, with the agencies indicating that most digital assets do not automatically qualify as securities.
The latest proposal is separate from the SEC's previously discussed innovation exemption for tokenized assets.
The timing is notable. The SEC had been expected to discuss the proposal at a meeting on Friday, but that session was canceled shortly before it was scheduled to take place because of an unspecified scheduling issue.
The agency is moving ahead as Congress continues to struggle with broader crypto legislation.
Lawmakers have been working on the Clarity Act, a sweeping proposal intended to establish a federal framework for digital assets. Progress has slowed amid disagreements involving crypto companies, banks, stablecoin rewards and concerns surrounding President Donald Trump's potential conflicts of interest.
A procedural vote is currently expected in September, leaving lawmakers with a narrow window before attention shifts toward the November elections.
The administration has signaled that regulators may move independently if Congress fails to act. White House crypto adviser Patrick Witt said earlier Tuesday that the SEC and CFTC have a substantial package of rulemaking in preparation, while giving Congress an opportunity to pass legislation first.
SEC Commissioner Hester Peirce described the latest proposal as only one stage in a longer effort to create clearer crypto rules.
For the industry, the proposed exemptions could provide more certainty around fundraising while reducing some of the regulatory barriers that have complicated token launches and digital-asset projects in the U.S. But because the measures are still proposals, their final scope and requirements could change before they become effective.
The SEC's move also signals that U.S. crypto policy may continue advancing through agency rulemaking even if Congress remains unable to reach agreement on comprehensive legislation.