Under the label "Regulation Crypto Assets", the US Securities and Exchange Commission has proposed new crypto issuance rules. They would ease capital raising through tiered dollar thresholds, while the broader Clarity Act remains stuck in Congress.
The SEC supervises the securities markets in the US and defines which offerings require registration. The agency designed "Reg Crypto" as a tailored offering regime. In short, it is a standalone exemption regime below the full registration requirement of the Securities Act of 1933. Instead of an all-or-nothing approach, the rule ties disclosure and reporting duties to the size of an offering. Previously, the SEC and the CFTC clarified in March 2026 that most digital assets are not securities. The proposal builds on that finding. Under Chair Paul Atkins, the commission currently consists entirely of Republicans. The proposal covers a startup exemption up to USD 5 million. A second tier allows up to USD 75 million per twelve-month period. Moreover, a 60-day public comment period starts once the rule appears in the Federal Register.
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SEC crypto issuance rules set two new thresholds
Two tiered exemptions form the core of the proposal. The startup exemption applies to offerings up to USD 5 million. For four years, it frees issuers from the registration requirements of the Securities Act of 1933. Young projects can therefore raise capital without running through the full prospectus machinery. The second tier, however, targets larger issuers. Its fundraising exemption covers offerings up to USD 75 million per twelve-month period. Above that limit, the regular registration route still applies.
Neither exemption comes without conditions. In both cases, issuers must provide disclosures to investors. In addition, the fundraising tier requires ongoing reports. As a result, the agency links investor protection to the easier route for raising capital. That design follows a logic traditional securities law has long known. Observers compared the two thresholds beforehand with Reg CF and Reg A. Both regimes cover comparatively small issues of classic securities.
Consequently, the practical starting position shifts for crypto projects in the US. Until now, issuers had to either pursue full registration or rely on exemptions drawn from classic securities law. Reg Crypto, by contrast, tailors the regime explicitly to the asset class. Whether the thresholds hold up in practice finally depends on how narrowly the commission draws the conditions.
Conditional safe harbor puts securities status in question
Beyond the offering thresholds, the proposal furthermore contains a conditional safe harbor. A digital asset can accordingly stop being a security. The rule ties that step to defined conditions and to the end of all management efforts. So the exit does not happen automatically. In the US, securities status decides which registration and reporting duties an issuer carries. With this, the commission takes up one of the oldest points of contention in the industry. Until now, it remained disputed whether a token stays under securities law permanently or can outgrow it as decentralization increases.
The federal dimension matters just as much. State securities laws continue to apply alongside federal law in the US. The draft now stops states from imposing their own registration requirements on offerings under the new federal exemptions. Issuers would thus no longer have to work through parallel state rulebooks. Reg Crypto also differs from the separate "Innovation Exemption", which targets tokenized assets. Commissioner Hester Peirce framed the proposal as one stage.
"This proposal is a step on a long road toward a clear, sensible and enforceable regulatory framework for crypto." - Hester Peirce, Commissioner, U.S. Securities and Exchange Commission
SEC under Atkins builds on March guidance with CFTC
Reg Crypto did not emerge in isolation. Earlier, the agency and the CFTC jointly stated in March 2026 that most digital assets do not constitute securities. Both authorities share oversight of the securities and derivatives markets in the US. That guidance therefore forms the doctrinal basis of the current proposal. Anyone who places the asset class largely outside the definition of a security needs a separate regime. That regime must cover the cases which still fall under it. Yet it remained open how issuers can raise capital in those cases. The rule closes exactly that gap.
The staffing situation at the agency is likewise unusual. Alongside Chair Paul Atkins, Commissioner Hester Peirce sits on the commission. Democrats currently hold no seats. Under Atkins, the regulatory line also looks friendlier to innovation than under his predecessor Gary Gensler. Gensler's tenure stood for an approach that regulated crypto companies primarily through enforcement actions. Atkins himself describes the further development of the framework as a central element of SEC strategy. His stated goal is to renew the rulebook for the modern era. In addition, he wants to anchor innovation in crypto asset markets.
The road there did not run smoothly, though. The agency had scheduled a meeting for August 14 to unveil the rule. Then it canceled at short notice. As justification, it cited an unforeseen scheduling problem. Four days later, the commission put the proposal forward nevertheless. Overall, Reg Crypto joins a longer series of steps. They reorder how the regulator handles digital assets.
Congress postpones the Clarity Act to September
The agency's push falls into a phase of legislative standstill. The Clarity Act, the planned comprehensive federal law for digital assets, still hangs in Congress. Among other points, the crypto industry and the banking lobby are fighting over yield on stablecoin balances. At issue is whether providers may pay their users interest on those balances. Questions about possible conflicts of interest involving President Donald Trump are also on the table. The process had thus stalled even before the Senate's August recess.
The Senate has scheduled a procedural vote for mid-September. Yet the timetable looks tight, because political attention is shifting toward the November elections. A signal came from the White House on the same day. At a SALT conference panel, crypto adviser Patrick Witt hinted at further rulemaking by the SEC and the CFTC. The condition would be that Congress fails to pass the Clarity Act in time.
So for now, the regulatory route remains the faster one. It does not replace a federal law. A future commission with a different majority could reopen the framework later. First, the 60-day comment period runs from publication in the Federal Register. During that phase, market participants can file comments and suggest changes. The SEC then decides on the final version.
