U.S. SEC Floats New "Regulation of Crypto Assets" Proposal to Clarify Crypto Fundraising

The U.S. Securities and Exchange Commission has released a draft framework for crypto assets designed to spell out clearer compliance routes for financing digital-asset projects in the United States, CoinDesk reported. The proposal, titled "Regulation of Crypto Assets," is open for public comment and could still change before any rules are finalized. The SEC said the package would create a more tailored securities regime for certain investment contracts involving crypto assets, aiming to reduce fundraising friction while keeping investor-protection requirements under federal securities laws. The draft introduces two new registration exemptions. One would allow issuers to raise up to $5 million over a four-year period. The other would allow up to $75 million in any 12-month period. Even when an issuer relies on an exemption, the proposal would still require disclosures. For the higher-tier exemption, project teams would also need to provide financial statements and meet ongoing reporting obligations. The proposal also includes a conditional safe harbor tied to securities classification. Under the draft, if an issuer has completed or permanently stopped performing the key managerial duties promised under an investment contract—and satisfies other specified conditions—the associated crypto assets could later fall outside the definition of an "investment contract." That structure could mean certain tokens may no longer be treated as securities once the conditions are met, affecting how later issuance, trading, and compliance requirements apply. Another element of the draft would preempt certain state-level securities registration and qualification requirements for offerings conducted under the new rules, as well as certain related secondary-market transactions. SEC Chairman Paul Atkins said the proposal is intended to give crypto entrepreneurs clearer financing pathways and help keep innovation in the United States. An SEC spokesperson said the commission approved the proposal on a seriatim basis, with commissioners voting individually outside a public meeting. The SEC had scheduled an open meeting to consider the proposal on Aug. 14, but it was canceled due to scheduling conflicts. After publication in the Federal Register, the draft will enter a 60-day public comment period. The SEC emphasized the measure is a proposal, not a final rule.