The US Securities and Exchange Commission (SEC) has proposed new rules to create a regulatory framework for certain investment contracts involving crypto assets. The proposal, titled, Regulation Crypto Assets, is aimed at providing clearer routes for crypto businesses to raise capital while maintaining investor protections under federal securities laws.
The proposal follows the SEC’s March 2026 interpretation clarifying how federal securities laws apply to certain crypto assets and transactions involving crypto assets.
SEC Proposes Two Exemptions For Crypto Offerings
According to the SEC, the proposed framework would create two exemptions from registration requirements under the Securities Act of 1933 for certain investment contracts involving crypto assets. The first would provide a one-time exemption allowing offerings of up to $5 million over a four-year period. The second would allow offerings of up to $75 million during each 12-month period.
Issuers using either exemption would be required to provide certain principles-based narrative disclosures to investors. Companies using the $75 million exemption would also have to provide financial statements and comply with ongoing reporting requirements, the SEC said.
The proposal also includes a conditional safe harbour related to the definition of an investment contract under the Securities Act and the Securities Exchange Act. If the proposed conditions are met, a crypto asset would be deemed not to be subject to an investment contract for purposes of the relevant definitions of security, according to a press release by the SEC.
The SEC has also proposed pre-empting certain state securities-law registration and qualification requirements for offers and sales made under the proposed exemptions, including certain secondary-market transactions.
What Could The Proposed Rules Mean For Investors
For crypto investors, the proposed framework could bring greater clarity to certain crypto offerings and the information issuers would need to provide.
Vimal Sagar Tiwari, co-founder, CoinSwitch, said, “The SEC’s proposed framework marks a shift from reactive enforcement to proactive structure.” He added that by offering tailored pathways and exemptions, the proposal could reduce the friction that often pushes credible projects offshore, while preserving the transparency investors need.
