The U.S. Securities and Exchange Commission has proposed a new regulatory framework called “Regulation Crypto Assets” that creates two exemptions for cryptocurrency firms to raise capital without full securities registration. Companies could raise up to $5 million over four years or up to $75 million in 12 months under the proposal. The framework includes principles-based disclosures, a safe harbor provision for certain crypto assets, and preemption of some state securities registration requirements. The SEC will accept public comment for 60 days after the proposal is published in the Federal Register. SEC Chair Paul Atkins described the initiative as providing crypto firms with avenues to raise funds through federal securities laws.
The Securities and Exchange Commission proposed a new framework on Tuesday designed to help crypto firms raise money in the United States. The proposal, referred to as Regulation Crypto Assets, follows the SEC’s March 2026 interpretation of how federal securities law applies to certain crypto assets.
The SEC crypto rule introduces two exemptions from Securities Act registration. The first exemption allows issuers to raise up to $5 million within four years, while the second enables fundraising of up to $75 million within 12 months.
Companies using either approach must provide principles-based disclosures for investors. Issuers choosing the $75 million threshold face additional requirements for financial statement disclosures and continuous reporting.
The SEC believes these changes can increase flexibility for small cryptocurrency projects raising capital. The proposal also includes a safe harbor provision for certain crypto assets that may initially be associated with an investment contract.
Under the proposed regulation, an asset may no longer be viewed as associated with an investment contract under certain circumstances. These include the completion or abandonment of essential management functions by the asset’s issuer.
SEC Chair Paul Atkins described the initiative as providing crypto firms with avenues to raise funds through federal securities laws. The chairperson has also associated this framework with other initiatives to foster digital assets business within the U.S.
The regulation would preempt some state securities registration requirements for issuances made under Regulation Crypto Assets. Certain secondary market transactions linked to such issuances would receive similar treatment.
This approach aims to create a more uniform regulatory environment across the U.S. The SEC expects federal regulations to reduce incentives for cryptocurrency firms to relocate their fundraising abroad due to uncertainty about U.S. securities requirements.
The rule is not yet finalized. The SEC will invite public comment for 60 days following publication of the proposal in the Federal Register.
