The U.S. Securities and Exchange Commission has proposed Regulation Crypto Assets, a new framework that would create fundraising exemptions for certain crypto projects while Congress remains stalled on the Digital Asset Market Clarity Act.
Announced on August 18, the proposal establishes two fundraising routes. The first, described as a startup exemption, would allow an issuer to raise up to $5 million during a four-year period with principles-based disclosures. The second would permit offerings of up to $75 million per 12-month period, subject to additional requirements including financial statements and ongoing reporting. Both routes would remain subject to federal antifraud and antimanipulation rules.
The proposal follows the SEC’s March interpretation on how federal securities laws apply to certain crypto assets and related transactions. It also includes a conditional safe harbor that could separate a crypto asset from the investment contract through which investors originally received it. Commissioner Hester Peirce said the framework would allow an issuer to 'delink' a crypto asset from the original contract if the required conditions are met.
The rules would override certain state securities registration and qualification requirements for offerings completed under the new exemptions, and some secondary-market transactions would receive similar treatment. The SEC will open a 60-day public comment period after the proposal appears in the Federal Register.
Meanwhile, the broader CLARITY Act remains delayed. Senate Majority Leader John Thune has filed cloture on the motion to proceed with H.R. 3633, and the next procedural test is scheduled for September 15. According to Polymarket, the probability of the CLARITY Act passing in 2026 has fallen to 21%, down from levels above 75% earlier in the legislative process.
SEC Chair Paul Atkins said legislation remains 'indispensable' for rules durable enough to survive changes in future regulatory leadership, while confirming the SEC continues to support passage of the CLARITY Act.
