SEC Proposes Regulation Crypto Assets with Two Fundraising Exemptions as Congressional Action Lags

The Securities and Exchange Commission on Tuesday proposed a new framework called Regulation Crypto Assets that would create a tailored securities offering regime for certain crypto investment contracts, offering issuers a defined legal path to raise capital through digital asset sales. The proposal includes two tiered exemptions: a one-time exemption allowing offerings of up to $5 million over a four-year period, and a broader exemption permitting offerings of up to $75 million during each 12-month period. Under the proposal, a safe harbor provision would deem qualifying crypto assets not subject to investment contract definitions under securities law, and the rules would preempt state securities registration and qualification requirements for offerings made under the exemptions.

The SEC's move comes as Congress has stalled on comprehensive digital asset legislation, pushing the agency to act unilaterally to provide clearer rules for the crypto industry.