The Securities and Exchange Commission proposed Regulation Crypto Assets on Tuesday. File S7-2026-27. Releases 33-11434 and 34-106150. This is a published rulebook, not a leak. Two registration exemptions and a safe harbor that can take a token off the investment-contract list.
Chair Paul S. Atkins said the proposal is meant to give “clear pathways to raise capital under the federal securities laws” while Congress still works on a lasting statute.
Two exemptions. Two caps.
The first exemption is one-time. Offerings up to $5 million during a four-year period. The second exemption is recurring. Offerings up to $75 million during each 12-month period.
Both require principles-based narrative disclosures. Antifraud and antimanipulation still apply. Only the fundraising exemption requires financial statements and ongoing reporting.
| Exemption |
Cap |
Window |
Disclosures |
Ongoing reporting |
| Startup (one-time) |
$5 million |
four years |
principles-based narrative |
no |
| Fundraising |
$75 million |
each 12 months |
narrative plus financial statements |
yes |
State registration and qualification would be preempted for exempted offers and sales, and for certain secondary trades.
The safe harbor is the off-ramp
If the issuer certifies it has ceased or terminated all essential managerial efforts promised under the contract, and the other conditions hold, the non-security crypto asset is no longer deemed subject to an investment contract. Atkins put that lineage in the press release. Commissioner Hester M. Peirce’s earlier safe-harbor work sits behind it. Commissioner Mark T. Uyeda is on the release.
That is the mechanism. Raise under an exemption. Finish or drop the promised managerial work. Then the token can leave securities status.
Sixty days after the Register, not a calendar date
Comments run 60 days after Federal Register publication. The Commission page does not print a close date. Do not invent one.
This is not a CLARITY wrap and not the cancelled mid-August meeting. It is the exemptions and the safe harbor. Treasury’s GENIUS map is a different statute: licence geography, not fundraising.
Informational only. Not trading advice, signals, or a guarantee of any market outcome.
Written and fact-checked with AI assistance, reviewed by a human editor before publication.
