SEC Proposes New Exemptions for Crypto Investment Contracts
The proposed Regulation Crypto Assets would create two new offering exemptions, a safe harbor from securities status, and broad preemption of state registration requirements for certain digital assets.
The US Securities and Exchange Commission has proposed a comprehensive new framework, Regulation Crypto Assets, to create a tailored disclosure and registration exemption regime for offerings of cryptoasset investment contracts. The proposal, which has unanimous support from the commissioners, introduces two new offering pathways: a Startup Exemption for raises up to $5 million and a tiered Fundraising Exemption for raises up to $75 million annually. It also creates a safe harbor for when the investment contract aspect of an asset is deemed to have ceased, potentially allowing the underlying asset to trade as a non-security. For project developers and investors, the rules could provide the first clear, viable path for compliant token offerings in the United States, representing a significant shift from the SEC’s prior enforcement-led approach. If adopted, the rules would also broadly preempt state securities registration requirements for these offerings. The SEC has requested public comment on the proposal, with a deadline of October 20, 2026.