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The U.S. Securities and Exchange Commission (SEC) has proposed a new securities regulatory framework specifically designed for certain investment contracts linked to crypto assets. Called the “Crypto Assets Regulation,” the proposal aims to make it easier for crypto companies to raise capital in the U.S. and to clarify which transactions are subject to federal securities laws.
The regulatory proposal announced by the SEC today is a continuation of the interpretive guidance the Commission published in March 2026, which explains how federal securities laws will apply to certain crypto assets and crypto transactions.
SEC Chairman Paul S. Atkins said the proposal aims to create more transparent avenues for raising capital under federal securities laws for crypto entrepreneurs and market participants. Atkins also stated that the new regulation is a key part of a strategy to reduce the outflow of innovation in the crypto sector and bring operations back within the country.
Two separate registration exemptions for crypto projects
Under the proposed rules, it is planned to create two separate exemptions specifically for the crypto sector regarding the registration requirements of the Securities Act of 1933.
Under the first exemption, issuers will be able to raise up to $5 million in funding in a one-time payment over a four-year period.
The second exemption will allow companies to issue up to $75 million worth of securities each 12-month period.
In both models, issuers will be required to provide investors with specific principle-based disclosures. Issuers benefiting from the broader $75 million exemption will also be required to submit financial statements and are subject to ongoing reporting obligations.
A “safe haven” mechanism is coming for crypto assets.
The SEC’s proposal also creates a conditional safe haven mechanism in terms of the “investment contract” concept.
If the specified conditions are met, the relevant crypto asset may no longer be considered subject to an investment contract under the definition of “security” within the scope of the Securities Act of 1933 and the Securities Exchange Act of 1934.
According to SEC Chairman Atkins, this safe haven designation is particularly applicable if the issuer fully or permanently ceases to perform the essential managerial activities it committed to under the investment contract.
This approach could pave the way for some crypto assets, even if initially treated under investment contracts, to transition to a different legal status as the project develops and dependence on the issuer diminishes.
Another important provision of the proposed regulation is the invalidation of state securities registration and qualification requirements for certain crypto asset sales conducted under federal exemptions.
This regulation is planned to cover not only initial offerings but also certain secondary market transactions.
The SEC argues that this framework would reduce incentives for crypto companies to conduct operations outside the US due to regulatory uncertainty. According to the commission, the new system could also provide US investors with access to more crypto asset investment opportunities under more consistent investor protection standards.
*This is not investment advice.