- SEC proposes Regulation Crypto Assets with a 60-day public comment period.
- Eligible offerings could raise up to $5M over four years or $75M yearly.
- SEC Chair says the proposal would give crypto issuers a path to comply with securities laws.
The U.S. Securities and Exchange Commission (SEC) has proposed Regulation Crypto Assets, a new framework covering certain investment contracts involving crypto assets and fundraising activities in the United States.
The proposal would create specific pathways for eligible offerings, introduce a conditional safe harbor for certain crypto assets after an issuer completes or permanently stops its essential managerial efforts, and preempt certain state securities registration requirements. The proposal now enters a 60-day public comment period.
SEC Approves Proposal Through Seriatim Vote
The Commission approved the proposal through a “seriatim” vote, according to an SEC spokesperson, meaning commissioners voted individually outside a public meeting. The Commission had previously scheduled Regulation Crypto Assets for consideration at an open meeting last Friday but canceled that meeting, citing an “unforeseen scheduling issue.”
The SEC said the proposal follows its March 2026 interpretation addressing how federal securities laws apply to certain crypto assets and transactions involving them.
According to the Commission, the proposed framework is intended to create a tailored securities offering regime for certain investment contracts involving crypto assets while protecting investors under federal securities laws.
Proposal Sets Fundraising Conditions
Under the proposal, certain offerings could raise up to $5 million over four years or $75 million annually without SEC registration, according to information released.
The framework would also create a conditional safe harbor for crypto assets once an issuer has completed or permanently ceased the essential managerial efforts it represented or promised to undertake under an investment contract.
The proposal would further preempt certain state securities registration requirements, creating additional changes to how qualifying crypto-related offerings could operate under federal securities rules.
SEC Chairman Paul S. Atkins said the proposal provides issuers of investment contracts involving crypto assets with a pathway to comply with federal securities law while Congress continues its work on broader crypto market-structure legislation.
Industry Figures Respond
Coinbase CEO Brian Armstrong responded, noting that the proposal is a step forward on token taxonomy and called for the SEC to also release an Innovation Exemption related to onchain trading of tokenized equities. He also pointed to congressional action on the CLARITY legislation and efforts to move markets onchain.
Faryar Shirzad, Chief Policy Officer at Coinbase, described the launch of Regulation Crypto Assets as a significant development, saying crypto builders had previously been told to register without a framework designed around how crypto networks develop.
Related: SEC Unveils New Crypto Framework as Washington Seeks Clearer Rules
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