The SEC announced on Tuesday that it had filed a proposal titled “Regulation Crypto Assets”, giving crypto entrepreneurs a clearer, considerably lighter route to raising capital under federal securities law, according to the press release published by the regulator.
It is the agency’s first formal rulemaking dedicated to crypto asset offerings, building on broader interpretive guidance the SEC issued in March, and would spare qualifying issuers the costly registration process required of most public offerings.
At the centre of the proposal sit two new exemptions.
The “startup exemption” would let an issuer raise up to $5 million (€4.3mn) over a four year period without registering the offering.
A second, the “fundraising exemption”, would permit raises of up to $75 million (€64.7mn) within any 12 month stretch, though issuers relying on it would still need to publish financial statements and meet ongoing reporting duties.
Both routes ask companies to give investors narrative, principles based disclosures, rather than the dense legal filings typically demanded of public listings.
The proposal also sets out a conditional safe harbour that could eventually place certain tokens outside the legal definition of a security, once an issuer has finished, or permanently abandoned, the managerial efforts it promised investors.
It would also override conflicting state registration rules for offerings made under the exemptions, sparing issuers from having to comply separately with individual state securities regimes.
SEC Chairman Paul Atkins described the package as a “minimum effective dose” of oversight, protecting investors while leaving builders maximum room to innovate.
The reception of the proposal has been largely warm.
Summer Mersinger, CEO of the Blockchain Association, said the move finally delivers the tailored regulatory clarity the sector has sought for years. Cody Carbone, CEO of the Digital Chamber, likewise praised the plan, pledging support in helping the industry expand within the US rather than abroad.
However, the proposal is far from final. It stays open for public comment for 60 days once published in the Federal Register, meaning its provisions could still change, or be scrapped, before any final rule is adopted.
US Senate stalls, regulator steps in
The SEC’s move comes roughly a week and a half after the US Senate left Washington for its summer recess without advancing the Digital Asset Market CLARITY Act (H.R. 3633), the industry’s flagship bill, which would split oversight of digital assets between the SEC and the US Commodity Futures Trading Commission.
US Senate Majority Leader John Thune filed a cloture motion on the bill on 7 August, but lawmakers departed before a vote was held. That motion is now due to come up again on 15 September, a procedural hurdle rather than a final vote, once senators return.
SEC Chairman Paul Atkins has argued on more than one occasion that only Congress can deliver a lasting, “future-proofed” framework able to survive changes in political leadership, and the Commission says it still backs the bill’s passage.
Even so, with its timetable slipping into autumn, the regulator appears to have decided not to wait, instead using powers it already holds to offer the industry some certainty while lawmakers prepare to resume the debate next month.