SEC Proposes ‘Regulation Crypto Assets’ Framework for Crypto Fundraising

The U.S. Securities and Exchange Commission (SEC) has proposed new rules designed to create a clearer regulatory framework for crypto asset investment contracts, potentially giving digital asset companies more options to raise capital in the United States while preserving investor protections.

Announced Tuesday, the proposal, called “Regulation Crypto Assets,” would introduce two exemptions from federal securities registration requirements. Under the first exemption, eligible crypto issuers could raise up to $5 million during a four-year period. A second exemption would allow qualifying companies to raise as much as $75 million within any 12-month period.

Companies using either exemption would be required to provide investors with specified narrative disclosures about their offerings. Issuers seeking to use the larger $75 million exemption would face additional requirements, including providing financial statements and complying with ongoing reporting obligations.

The SEC proposal also introduces a conditional safe harbor for certain crypto assets. Under the framework, qualifying digital assets could cease to be treated as part of an investment contract under federal securities laws once specific regulatory conditions are satisfied.

In addition, the proposed crypto regulations would preempt some state-level securities registration and qualification requirements. The provisions would apply to eligible offerings and certain secondary-market crypto transactions conducted under the new regulatory structure.

SEC Chairman Paul Atkins said the proposal is intended to provide crypto entrepreneurs with clearer pathways for raising capital in the U.S., while supporting domestic blockchain and digital asset innovation. The framework follows the SEC’s March interpretation addressing how federal securities laws apply to certain crypto assets and related transactions.

According to the SEC, the proposed rules could also reduce incentives for crypto companies to move their operations offshore and expand investment opportunities for U.S. investors under more consistent protections.

The proposal is not yet final. Once “Regulation Crypto Assets” is published in the Federal Register, the public will have 60 days to submit comments, giving investors, crypto companies and other industry participants an opportunity to provide feedback before the SEC considers adopting final rules.