The U.S. Securities and Exchange Commission on Tuesday proposed a new set of rules aimed at giving crypto entrepreneurs defined pathways to raise capital under federal securities laws, marking the agency’s first major formal rulemaking on digital assets under Chair Paul S. Atkins.The proposal, titled “Regulation Crypto Assets,” would create tailored exemptions from registration requirements under the Securities Act of 1933 for certain investment contracts involving crypto assets. It also includes a conditional safe harbor that could allow some crypto assets to exit securities-law oversight once specific conditions are met.

As we continue the Commission’s efforts to provide clarity for crypto markets, and as Congress works to establish a lasting regulatory framework, Regulation Crypto Assets seeks to provide crypto asset entrepreneurs and market participants with clear pathways to raise capital under the federal securities laws,” Atkins said in a statement. The framework builds on a March 2026 SEC interpretation that clarified how federal securities laws apply to certain crypto assets and transactions. That earlier guidance established a token taxonomy distinguishing categories such as digital commodities, collectibles, tools, and certain stablecoins—most of which are not treated as securities—from digital securities and situations in which a non-security crypto asset may be subject to an investment contract. Under the new proposal, two exemptions would be available. A “startup exemption” would permit one-time offerings of up to $5 million during a four-year period. A broader “fundraising exemption” would allow offerings of up to $75 million in any 12-month period. Both would require principles-based narrative disclosures tailored to crypto assets. Issuers relying on the larger exemption would also need to provide financial statements and comply with ongoing reporting requirements. The proposal further includes a conditional safe harbor from the definition of “investment contract.” If an issuer certifies to the SEC that it has ceased or permanently terminated all essential managerial efforts it promised under the investment contract and meets other conditions, the related non-security crypto asset would no longer be deemed subject to an investment contract—and thus outside the SEC’s authority under the relevant definitions of “security.” The rules would also preempt certain state securities registration and qualification requirements for offerings conducted under the new exemptions and for some secondary-market transactions. Atkins framed the initiative as a response to years of regulatory uncertainty that he said had driven innovation offshore. “Today, we are charting a new course with a package of exemptions that would facilitate capital formation and allow crypto asset innovation to flourish in the United States in the years ahead,” he said in a separate statement. “We are charting a road to invite innovators back to the United States.” He emphasized that the rules preserve core investor protections while providing “fit-for-purpose” pathways consistent with the earlier interpretive guidance. secCommissioner Hester M. Peirce, a long-time advocate for clearer crypto rules, supported the proposal, noting that it draws on concepts she first advanced in a 2020 safe-harbor idea. Commissioner Mark T. Uyeda said the framework would replace “guesswork” with fixed thresholds, defined disclosure obligations, and measurable conditions that issuers can evaluate before launching an offering. The proposal arrives as broader market-structure legislation, including efforts often referred to as the CLARITY Act, continues to advance in Congress but has not yet been enacted. Atkins stressed that legislation remains essential for durable, “future-proofed” rules that cannot easily be reversed by a future administration. The SEC said it supports congressional efforts while using its existing authority to address immediate barriers. Public comments on the proposal will be accepted for 60 days after its publication in the Federal Register. The agency can then move toward final rules.The shift reflects a broader change in approach under Atkins, who was appointed by President Donald Trump. Previous SEC leadership had relied heavily on enforcement actions and applied existing securities rules to many crypto activities, a strategy critics in the industry described as regulation-by-enforcement. Atkins has prioritized clarifying jurisdictional lines, modernizing rules for on-chain markets, and facilitating capital formation as part of what he calls an “A-C-T” strategy—advance, clarify, and transform.

Industry groups have generally welcomed the direction. The Blockchain Association’s CEO, Summer Mersinger, called Regulation Crypto Assets “an important step toward the clear, fit-for-purpose rules digital asset markets in the United States have needed for years.”If adopted, the framework could lower barriers for U.S.-based projects that previously structured offerings offshore or limited fundraising to avoid securities registration. It would not eliminate investor-protection requirements—antifraud provisions would continue to apply—and full registration or other existing exemptions would remain available. The rules are designed for non-security crypto assets subject to an investment contract, not for traditional tokenized securities.Market participants will closely watch the comment process and any subsequent modifications. The proposal represents the most concrete step yet by the SEC to create a tailored securities-offering regime for this segment of the crypto market, even as lawmakers continue work on comprehensive legislation.