SEC Proposes Crypto Offering Rules With $75M Exemption and Safe Harbor

The U.S. Securities and Exchange Commission has proposed a dedicated offering framework for certain investment contracts involving crypto assets, moving beyond case-by-case interpretation toward rules that spell out how issuers could raise capital under federal securities law.

In its August 18 proposal, the SEC introduced “Regulation Crypto Assets,” a package that combines two registration exemptions with a conditional safe harbor. The agency said the framework builds on its March 2026 interpretation of how securities laws apply to crypto assets and related transactions.

Two Exemptions Target Different Offering Sizes

The first proposed exemption would permit an issuer to raise up to $5 million once during a four-year period. The second would allow offerings of up to $75 million during each 12-month period. Both routes would require principles-based narrative disclosures for investors.

The larger exemption carries additional obligations. Issuers using it would have to provide financial statements and comply with ongoing reporting requirements. The distinction attempts to give smaller projects a lower-cost entry point while applying more continuing oversight when substantially more capital is involved.

The proposal also would preempt state registration and qualification requirements for securities offered through the new exemptions, along with certain secondary-market transactions. That could reduce the need to navigate different state regimes, although the rule is only proposed and may change after public comment.

The Safe Harbor Focuses on Managerial Efforts

The conditional safe harbor addresses what happens when the managerial work underlying an investment contract has been completed or permanently stopped. If an issuer satisfies the proposed conditions, the associated crypto asset would be deemed not subject to an investment contract for purposes of the Securities Act and Exchange Act definitions of a security.

That does not mean every token would automatically cease being a security. Eligibility would depend on the conditions in the final rule and on the facts surrounding the issuer’s promises and continuing role. The separate congressional market-structure debate around the CLARITY Act also remains unresolved, so the SEC proposal is not a substitute for legislation.

A 60-Day Comment Period Comes Next

The SEC said comments will remain open for 60 days after the proposing release appears in the Federal Register. Chairman Paul Atkins framed the initiative as a way to provide lawful capital-raising paths while reducing incentives for crypto businesses to operate offshore.

The commission’s rulemaking arrives one day after Treasury opened consultation on a GENIUS Act stablecoin proposal. Together, the actions show U.S. regulators moving from broad crypto policy statements into detailed operating rules. Neither proposal is final, and issuers should treat the exemptions, safe harbor, and timelines as draft provisions until the agencies complete their processes.