The US Securities and Exchange Commission added Regulation Crypto Assets to its rulemaking agenda on July 7 with a July 2026 target, after the draft entered White House review on March 20. SEC Chair Paul Atkins outlined the framework in a March 17 speech, proposing a route allowing crypto projects to raise up to $75 million in 12 months without conventional registered offerings. The proposal attempts to create written pathways after years when issuers inferred SEC positions from enforcement cases.
SEC Proposes Three-Part Framework for Crypto Regulation
Atkins separated the framework into three distinct parts in the March 17 speech. The first is a time-limited startup exemption for offerings of investment contracts involving certain crypto assets, lasting up to four years and allowing developers to raise an illustrative $5 million while building a network toward maturity. Projects could be required to notify the SEC when entering and leaving the exemption and publish principles-based disclosures resembling information commonly found in token white papers.
The second part is the proposed fundraising exemption behind the $75 million headline. Atkins said entrepreneurs could be allowed to raise up to a defined amount, "say $75 million," in any 12-month period while retaining access to other exemptions under federal securities laws. An issuer relying on this route could have to file a disclosure document covering the token and investment contract, its financial condition and financial statements.
The four-year period applies to the smaller startup concept, while the $75 million figure belongs to the separate fundraising exemption. Until the Commission publishes the proposing release, the final cap, eligibility criteria, resale conditions, disclosure standard and exclusions remain unknown.
$75 Million Fundraising Exemption Matches Regulation A Tier 2
The $75 million figure matches the annual fundraising ceiling under Regulation A Tier 2, commonly referred to as Reg A+ Tier 2. That comparison provides a practical indication of what the compliance burden could look like. Reg A+ Tier 2 issuers can raise up to $75 million during a 12-month period, but they must generally provide audited financial statements and continue filing annual, semiannual and certain current reports.
Atkins described the $75 million as an example of a "defined amount," not as a Commission-approved threshold. The eventual proposal could set a lower or higher ceiling, divide the exemption into tiers or impose conditions based on investor type, project maturity or insider ownership. The formal text will also determine whether exchanges can rely on an issuer's filing or must conduct an independent assessment before listing the token.
Investment Contract Safe Harbor Determines Securities Treatment Exit
Atkins said the proposed investment contract safe harbor could apply once the issuer has completed or permanently ceased all of the essential managerial efforts it represented or promised under the investment contract. The goal is to give issuers and market participants a rule-based standard for determining when a crypto asset is no longer subject to federal securities laws through that contractual relationship.
A project may claim that its core development work is complete while founders retain governance influence, control treasury assets, fund developers or promote adoption. A foundation may replace the original issuer without eliminating managerial dependence. Software upgrades, token incentives and emergency interventions may also revive activity that appeared to have ended.
Atkins' speech did not specify whether the SEC would require a formal certification, permit self-certification, impose a waiting period or create a procedure for challenging an issuer's exit from securities treatment.
GENIUS Act Excludes Payment Stablecoins from SEC Framework
Atkins said the SEC's taxonomy treats payment stablecoins regulated under the GENIUS Act as a category that is not deemed a security. The legislation establishes federal and state supervisory routes for permitted payment stablecoin issuers, including application processes, regulatory standards and rulemaking responsibilities for banking and state authorities.
That carve-out narrows the question Regulation Crypto Assets is trying to answer. Payment stablecoins would primarily follow their own prudential framework, tokenized traditional securities would remain securities, and the disputed territory would center on non-security crypto assets sold through investment contracts.
SEC Framework Draws from Digital Asset Market Clarity Act
Atkins said Regulation Crypto Assets would draw heavily from the Digital Asset Market Clarity Act. The House bill creates a disclosure route for investment contracts involving units of digital commodities and a process for certifying a blockchain system as mature. Its text requires information on source code, token economics, ownership, development plans, governance and material risks. It also allows the SEC to challenge a maturity certification within a specified review period.
SEC Proposing Release Publication Precedes Multi-Quarter Implementation
The Commission must first release the proposed rule, open a public comment period, review the submissions it receives and decide whether to revise the text. The SEC would then need to approve a final rule and establish effective and compliance dates. The process is likely to be measured in quarters rather than weeks.
Issuers considering the exemption should already be documenting every promise made to purchasers, every continuing development obligation and every form of control retained by founders or related entities. Exchanges will need listing standards that test more than an issuer's assertion that a token has matured. Brokers, custodians and payment providers will also need to determine which representations they can rely on and when a change in governance or development activity requires a new legal assessment.
FAQ
What is the $75 million figure in SEC Chair Atkins' proposed Regulation Crypto Assets?
Atkins used $75 million as an illustrative amount for a proposed fundraising exemption that would allow entrepreneurs to raise up to a defined amount in any 12-month period while retaining access to other exemptions under federal securities laws. The figure is not yet a binding limit and the eventual proposal could set a lower or higher ceiling.
When did the SEC add Regulation Crypto Assets to its rulemaking agenda?
The SEC added Regulation Crypto Assets to its rulemaking priority agenda on July 7 with a July 2026 target. The draft has been pending at the White House Office of Information and Regulatory Affairs since March 20.
What determines when a crypto asset exits securities treatment under the proposed safe harbor?
Atkins said the proposed investment contract safe harbor could apply once the issuer has completed or permanently ceased all of the essential managerial efforts it represented or promised under the investment contract. The speech did not specify whether the SEC would require a formal certification or permit self-certification.
