Key facts
- The SEC has proposed new rules for crypto asset investment contracts.
- Two exemptions are proposed: one for up to $5 million over four years, and another for up to $75 million over 12 months.
- A conditional safe harbor allows an issuer to 'delink' a crypto asset from its investment contract.
- Federal antifraud and antimanipulation rules will still apply to exempted offerings.
- The U.S. Treasury Department has proposed regulations for stablecoin issuers with upcoming deadlines.
The U.S. Securities and Exchange Commission (SEC) has proposed new rules under "Regulation Crypto Assets" to establish a clearer framework for investment contracts involving crypto assets, including two exemptions and a conditional safe harbor. This move comes after legislative efforts like the Clarity Act stalled in Congress and follows the abrupt cancellation of a meeting where the rules were expected to be introduced, reportedly due to pressure from Wall Street and the White House.
The first exemption would allow digital token offerings of up to $5 million over four years, while a second exemption permits issuers to raise up to $75 million annually, provided they submit financial statements and ongoing reports. Both exemptions would require disclosures, and federal antifraud and antimanipulation rules would still apply. The proposed rules also include a conditional safe harbor that could allow a crypto asset to separate from the investment contract through which it was sold.
SEC Commissioner Hester Peirce acknowledged the proposal's limitations and encouraged industry feedback for future rule evolution. Meanwhile, the U.S. Treasury Department has proposed regulations for stablecoin issuers, with licensing deadlines set for January 2027 and restrictions on sales from unapproved issuers by July 2028.