The US Securities and Exchange Commission has proposed rules that could give some cryptocurrency projects a clearer route to raise up to $75m (£58m) while introducing new disclosure and reporting requirements for investors.
The framework, named Regulation Crypto Assets, was announced on 18 August. It would create a securities-offering structure for certain investment contracts involving crypto assets.
An investment contract generally involves people putting money into a venture while expecting the efforts of others to generate value. The SEC said its proposal builds on the interpretation it issued in March 2026 on how federal securities laws apply to crypto assets and related transactions.
The agency is seeking to resolve a long-running issue for the industry: how projects can raise money to develop a network without remaining uncertain about whether they are complying with securities laws.
Under the first proposed exemption, a qualifying issuer could raise up to $5m over a four-year period. A second exemption would allow offerings of as much as $75m in any 12-month period.
Both routes would require issuers to provide principles-based narrative disclosures. Rather than following a fixed checklist, companies or projects would have to explain significant information in clear written form.
Projects using the larger exemption would face further obligations. They would need to publish financial statements and continue reporting after the offering, giving investors a clearer view of the issuer’s financial position and operations.
The distinction could be particularly important for crypto start-ups. Smaller projects could have a less demanding way to seek funding, while those raising larger sums would be required to provide more information to help investors assess potential risks.
Proposed safe harbour
The SEC’s plan also includes a conditional safe harbour linked to the definition of an investment contract. Such a provision can protect a person or company from a specific legal requirement when defined conditions are met.
Under the proposed rules, a crypto asset could cease to be covered by an investment contract once the issuer had completed, or permanently stopped, the essential managerial work it had represented to purchasers that it would carry out.
The issue would therefore not depend solely on whether a token exists. It would also depend on whether buyers continue to rely on the promoter’s promised efforts.
SEC Chairman Paul S. Atkins said the proposal was intended to provide market participants with “clear pathways to raise capital under the federal securities laws.” He added that the safe harbour would apply after an issuer had completed or permanently ceased “all essential managerial efforts” represented or promised under an investment contract.
In a speech accompanying the announcement, Atkins said uncertainty had encouraged crypto innovation to move outside the United States. He described the question behind Regulation Crypto Assets by asking: “How can I raise capital to develop a crypto asset while I am still working to develop the network where it will be used?”
The proposal would also override certain state securities registration and qualification requirements for securities sold under the exemptions. It could additionally apply to some secondary-market transactions, which are trades between investors after an original sale.
That approach could reduce the need for issuers to comply with different registration systems in each US state. However, companies would still have to meet the proposed federal conditions.
The SEC said its wider aim was to establish more consistent investor protections while reducing the incentive for crypto projects to operate offshore.
The measures are not yet law. The SEC will accept public comments for 60 days after the proposing release is published in the Federal Register. Investors, cryptocurrency companies, lawyers and state regulators will be able to make submissions, which could influence the final version.
The announcement comes as Congress considers wider legislation on crypto market structure, including the CLARITY Act referenced by Atkins. Key developments will include the date of publication in the Federal Register, the submissions received during the 60-day consultation and any changes to the proposed exemptions, reporting requirements or safe-harbour conditions before a final rule is adopted.
Separately, the Wyoming Stable Token Commission has completed the migration of its state-backed Frontier Stable Token from Layerzero to Chainlink’s Cross-Chain Interoperability Protocol.
