SEC Proposes ‘Regulation Crypto Assets’ Rules as CLARITY Act Stalls in Congress

The SEC on Tuesday proposed a tailored crypto offering regime and opened a 60-day comment window on rules that would let token issuers raise capital without full securities registration.

The proposal carries the formal title “Regulation Crypto Assets.” It sets up two capital-raising exemptions. The first is a “startup exemption” capping sales at $5 million over four years. The second is a “fundraising exemption” allowing issuers to raise up to $75 million every 12 months, provided they supply financial statements and ongoing reports. Both exemptions carry disclosure requirements. Federal antifraud and antimanipulation rules still apply. Smaller projects, in short, could test demand for a token without triggering full Securities Act registration. They just have to stay under the caps.

A conditional safe harbor would let an issuer “delink” a crypto asset from the investment contract through which it was originally sold. A token tied to a securities transaction could separate from that classification if the issuer meets SEC conditions and has “ceased all managerial efforts,” according to The Block. A project that stepped back from active promotion and met the thresholds could see its token shed securities status.

The proposal stands apart from an innovation exemption focused on tokenized assets.

It arrives as the CLARITY Act hits hurdles in Congress. The market-structure bill would formally legalize most crypto activity in the US. Negotiations have snagged on fights between crypto and banks over stablecoin rewards and on addressing President Donald Trump’s conflicts of interest, The Block reported. A procedural vote is scheduled for mid-September. Timing is tight as attention turns to the November elections.

SEC Chair Paul Atkins said in a statement that the securities laws were designed to let entrepreneurs “innovate and build new products” within specific guardrails. “Advancing this regulatory framework is a key element in our strategy to advance the rule books for the modern era and another step by the Commission to onshore innovation in crypto asset markets for generations to come,” Atkins wrote.

Atkins had signaled in late July that the Commission was prepared to step in with its own rules if the bill fell short. The proposal builds on joint SEC-CFTC guidance released in March 2026. That guidance clarified how federal securities laws apply to digital assets and stated most of those assets were not securities.

The rollout itself was uneven. The SEC had been scheduled to hold a meeting the prior Friday to propose the rule. It canceled at the last minute, citing an “unforeseen scheduling issue,” an SEC spokesperson told The Block. Decrypt independently confirmed that the White House had asked the agency to postpone the meeting amid CLARITY Act negotiations. The Commission moved forward days later anyway.

Commissioner Hester Peirce called the proposal “one step on a long road toward a clear, sensible, enforceable regulatory framework for crypto” in a written statement. She acknowledged the exemptions would not cover every type of crypto project. Peirce urged the industry to provide feedback on how the rules should evolve.

White House top crypto adviser Patrick Witt, speaking at the SALT conference on Tuesday, alluded to imminent rulemaking from both the CFTC and SEC. “There is a robust set of rulemaking that will go out — we’re giving every opportunity for the Senate and for Congress to pass the bill before we ultimately break glass and move in that direction,” Witt said. “We can’t wait forever as we know, and we’ve got the window in September here and if ultimately it doesn’t succeed, they’re going to let loose.”

Not everyone is convinced the SEC has the authority to act alone. SIFMA, the Wall Street trade group representing broker-dealers, investment banks, and asset managers, discussed a potential legal challenge to the Commission’s authority to exempt token sales from registration on Monday, Decrypt reported. No suit has been filed.

Comments on the proposal are due in 60 days.