The U.S. Securities and Exchange Commission (SEC) has proposed a new regulatory framework for the securities market, specifically designed for certain investment contracts related to crypto-assets. The proposal, named 'Crypto-Asset Regulation,' aims to simplify the capital-raising process for crypto companies in the U.S. and clarify which transactions fall under federal securities laws.
Announced today by the Securities and Exchange Commission (SEC), the regulatory proposal follows up on guidance published by the Commission in March 2026, which explained how federal securities laws would apply to certain crypto-assets and crypto-transactions.
SEC Chairman Paul S. Atkins stated that this proposal aims to create more transparent capital-raising channels compliant with federal securities law for crypto entrepreneurs and market participants. Atkins also noted that the new regulation is a key part of the strategy to reduce the outflow of innovation in the crypto sector and bring operations back onshore.
Two Separate Exemptions from Registration Requirements for Crypto Projects.
Under the proposed rules, two separate exemptions specifically for the crypto sector are planned regarding the registration requirements stipulated by the Securities Act of 1933.
Under the first exemption, issuers would be able to raise up to 5 million dollars in funding through a one-time payment within four years.
The second exemption would allow companies to issue securities worth up to 75 million dollars every 12 months.
Under both models, issuers would be required to provide investors with specific, principle-based information. Issuers utilizing the broader 75-million-dollar exemption would also be obligated to submit financial statements and be subject to ongoing reporting requirements.
A 'Safe Harbor' Mechanism for Crypto-Assets is Coming Soon.
The SEC's proposal also creates a conditional 'safe harbor' mechanism within the concept of an 'investment contract.'
If specified conditions are met, the relevant crypto-asset may no longer be considered the subject of an investment contract under the definition of a 'security' within the Securities Act of 1933 and the Securities Exchange Act of 1934.
According to SEC Chairman Atkins, this 'safe harbor' option is particularly relevant in cases where an issuer completely and permanently ceases to perform the essential managerial functions it promised to undertake under the investment contract.
This approach could pave the way for some crypto-assets, even if initially viewed within investment contracts, to transition to another legal status as the project develops and reliance on the issuer diminishes.
Another important provision of the proposed regulation is the preemption of state-level securities registration and qualification requirements for certain crypto-asset transactions conducted under federal exemptions.
The regulation is planned to apply not only to initial coin offerings but also to certain secondary market transactions.
The Securities and Exchange Commission (SEC) claims that such a system will reduce incentives for crypto companies to operate outside the U.S. due to regulatory uncertainty. In the commission's view, the new system could also provide American investors access to more crypto-asset investment opportunities under more consistent investor protection standards.
*This is not investment advice.
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