SEC Proposes New Crypto Fundraising Rules, Including $75M Offering Exemption

The Securities and Exchange Commission (SEC) proposed new rules Tuesday that would give certain crypto projects a path to raise capital without registering offerings under the federal securities laws, including a proposed exemption for offerings of up to $75 million over 12 months.

The proposal, called “Regulation Crypto Assets,” would establish a tailored offering framework for certain investment contracts involving crypto assets. It comes as Congress continues negotiations over the broader federal regulatory framework for digital assets.

What Would the Regulation Crypto Assets Proposal Allow?

Regulation Crypto Assets proposal would create two exemptions from the registration requirements of the Securities Act of 1933.

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The first would allow eligible issuers to offer up to $5 million in securities over a four-year period. The second would permit offerings of up to $75 million during any 12-month period. Both exemptions would be subject to specified conditions and disclosure requirements.

Issuers would be required to provide principles-based disclosures and would remain subject to the securities laws’ antifraud and antimanipulation provisions. The larger exemption would carry additional disclosure requirements, including financial statements and information about the issuer’s financial condition.