The U.S. Securities and Exchange Commission (SEC) proposed new rules on Tuesday that would give certain crypto projects a path to raise capital without registering their offerings under the federal securities laws, including a proposed exemption for offerings of up to $75 million over a 12-month period.

The proposal, formally titled “Regulation Crypto Assets”, would establish a tailored offering framework for certain investment contracts involving crypto assets. Under the federal securities laws, offerings of securities generally must be registered with the SEC unless an exemption applies. The proposal arrives as Congress continues negotiations over a broader federal regulatory framework for digital assets.

What the Regulation Crypto Assets Proposal Would Allow

Regulation Crypto Assets would create two exemptions from the registration requirements of the Securities Act of 1933. Comparable tailored regimes already exist for other issuers: Regulation D governs private placements, while Regulation A permits companies to raise up to $75 million in a 12-month period — the same annual ceiling now proposed for the larger crypto exemption.

The first would allow eligible issuers to offer up to $5 million in securities over a four-year period, while the second would permit offerings of up to $75 million during any 12-month period. Both exemptions would be subject to specified conditions and disclosure requirements.

Issuers would be required to provide principles-based disclosures and would remain subject to the antifraud and antimanipulation provisions of the securities laws. The larger exemption would carry additional disclosure requirements, including financial statements and information about the issuer’s financial condition.

The proposal would also create a conditional safe harbor from the term “investment contract” in the definition of a security. Under the proposed framework, certain crypto assets could cease to be treated as part of an investment contract once the issuer has completed, or permanently stopped providing, the essential managerial efforts it promised investors. The term “investment contract” traces to the Supreme Court’s 1946 decision in SEC v. W.J. Howey Co., which described an investment contract as an investment of money in a common enterprise with a reasonable expectation of profits derived from the entrepreneurial and managerial efforts of others. The safe-harbor concept also echoes the “Token Safe Harbor” framework advanced by SEC Commissioner Hester Peirce beginning in 2020, which would have given token projects a three-year grace period to develop decentralized networks before facing full securities-law scrutiny.

The plan follows the SEC’s March 2026 crypto interpretation, developed alongside the Commodity Futures Trading Commission (CFTC), which established categories of crypto assets that are generally not securities while distinguishing them from tokenized traditional securities.

Why Is the SEC Proposing the Rules Now?

The SEC’s proposal comes as Congress debates the CLARITY Act, legislation that would establish a broader federal framework for digital assets. The legislation has faced friction between the crypto and banking industries over stablecoin rewards, along with scrutiny over President Trump’s handling of conflicts of interest.

A procedural vote is scheduled for mid-September, but with Congress’s attention shifting toward the midterms, deliberation time is expected to be limited. The SEC had also abruptly canceled a committee meeting on the proposal the previous Friday.

Regulation Crypto Assets will be open for public comment for 60 days following its publication in the Federal Register.

Why This Matters

If adopted, Regulation Crypto Assets could give crypto startups and projects a clearer, faster path to raise capital in the U.S. without full securities registration. Its outcome may also shape how Congress approaches the stalled CLARITY Act in the months ahead.