The US Securities and Exchange Commission (SEC) has proposed a new regulatory framework designed to create a tailored route for raising capital through certain crypto asset investment contracts.
Dubbed “Regulation Crypto Assets”, the proposal would introduce two new exemptions from the registration requirements of the Securities Act of 1933, alongside a conditional safe harbour that could determine when certain crypto assets fall outside the definition of an “investment contract”.
Under the first proposed exemption, issuers could raise up to $5 million over a four-year period. A second exemption would allow offerings of up to $75 million in any 12-month period.
Both routes would require issuers to provide principles-based narrative disclosures to investors, while issuers relying on the larger exemption would also face financial statement and ongoing reporting requirements.
The SEC said the proposed regime is intended to facilitate capital formation and accommodate innovation in crypto asset markets, while maintaining investor protections.
Issuers using either exemption would remain subject to federal securities laws covering fraud and market manipulation.
The proposal would also establish a conditional safe harbour from the term “investment contract” within the definitions of a security under both the Securities Act and Securities Exchange Act. Where the conditions are met, a crypto asset would not be treated as being subject to an investment contract for the purposes of those definitions.
The SEC is now seeking public comments on the proposal under File No. S7-2026-27, with the comment period set to run for 60 days following publication in the Federal Register.
