SEC Proposes 'Regulation Crypto Assets' Rulebook as Clarity Act Stalls in Congress
Key Takeaways
- •The SEC proposed "Regulation Crypto Assets," a tailored offering regime intended to let token issuers legally raise capital in the United States.
- •The framework provides two registration exemptions: a one-time allowance of up to $5 million in crypto over four years, and a second permitting up to $75 million in any 12-month period with financial statements and ongoing reporting obligations.
- •A conditional safe harbor would end a token's treatment as a security once the issuer completes or permanently abandons the managerial efforts it promised, addressing industry complaints about indefinite securities status.
- •The proposal advances while Congress delays the Clarity Act to September, and CFTC Chairman Michael Selig has said he will proceed with his agency's rulemaking regardless of that bill's outcome.
- •Public comments are open for 60 days after Federal Register publication, and the regime will only take effect if the commission adopts a final rule after reviewing feedback.
The U.S. Securities and Exchange Commission has proposed its own framework for crypto asset offerings, pressing ahead while landmark legislation stalls in Congress.
The regulator unveiled "Regulation Crypto Assets" on Tuesday, describing it as a tailored offering regime that would let token issuers raise money in the United States without falling foul of securities laws.
The proposal carves out two exemptions from registration under the Securities Act of 1933. The first is a one-time exemption allowing issuers to raise up to $5 million in crypto over four years. The second permits up to $75 million in any 12-month period, but comes with financial statements and ongoing reporting obligations. Both require issuers to make narrative disclosures available — written explainers for investors outlining a business and its risks. The $75 million ceiling mirrors the cap the SEC already allows smaller companies under Regulation A, an existing exemption that lets firms raise money from the public without a traditional IPO.
The rules also dangle a conditional safe harbor. Once an issuer has completed — or permanently abandoned — the managerial work it promised, its token would no longer be deemed subject to an investment contract and would therefore sit outside the definition of a "security." That speaks to a long-running industry complaint that tokens tied to early fundraising can remain saddled with securities status indefinitely.
JUST IN: SEC proposes new "Regulation Crypto Assets" rules to create a framework for investment contracts involving crypto assets pic.twitter.com/AoMGh4Sx0I — Bitcoin Magazine (@BitcoinMagazine) August 18, 2026
SEC Chairman Paul Atkins said the proposal was another step to "onshore innovation in crypto asset markets" and would give entrepreneurs clear pathways to raise capital "as Congress works to establish a lasting regulatory framework." The plan continues the commission's move away from the enforcement-led crypto posture of prior years and toward codified rules.
That framework, however, is going nowhere fast. Pro-crypto lawmakers had hoped to pass the Clarity Act before Congress broke for August recess, but the vote slipped to September after Democrats balked at the latest draft. Some Republican senators — like Senator Cynthia Lummis — accused some of deliberately holding the bill back.
Regulators are not waiting. CFTC Chairman Michael Selig has said he will proceed with rulemaking whether or not the Clarity Act is enacted, aiming to finalize rules before the administration's term is out.
The proposal builds on the SEC's March interpretation of how securities laws apply to crypto. Comments are open for 60 days after publication in the Federal Register, and the regime would take effect only if the commission adopts a final rule after weighing the feedback.
Originally published by Bitcoin Magazine; written by Mathew Di Salvo.
