The US Securities and Exchange Commission on Tuesday proposed a “Regulation Crypto Assets” framework offering token issuers a safe harbor from securities classification and two tiers of fundraising exemptions. The move fills a void left by Congress’s stalled market-structure bill.
The proposal, described by the SEC as a “tailored offering regime,” would let crypto companies raise capital through token sales without full securities registration, provided they stay under specific caps and meet ongoing disclosure requirements. It is the agency’s most ambitious attempt to set standalone crypto rules absent legislation.
Two exemptions anchor the framework. A “startup exemption” would cover offerings of up to $5 million in tokens over a four-year period, shielding them from Securities Act of 1933 registration rules. A “fundraising exemption” would apply to offerings of up to $75 million over 12 months. In practice, a project could sell tokens to the public without filing the kind of registration a company uses for an initial public offering. A safe harbor provision would stipulate that a digital asset is no longer a security once it meets certain conditions and the issuer has “ceased all managerial efforts.”
Obligations remain. Token issuers would be required to make financial statements and comply with ongoing reporting requirements. The public would have 60 days to comment after the proposal is published in the Federal Register.
One expected piece was missing. The rule did not include an “innovation exemption” for tokenized stocks, according to The Block. The framework builds on joint guidance issued by the SEC and the Commodity Futures Trading Commission in March 2026, which clarified that most digital assets are not securities.
The proposal arrived days after the SEC canceled a Friday meeting that had been scheduled to vote on it. An SEC spokesperson attributed the cancellation to an “unforeseen scheduling issue.” The commission currently has three commissioners, all Republican, with no Democrats seated.
SEC Chair Paul Atkins framed the move as a stopgap. “Legislation remains indispensable to enacting ‘future-proofed’ rules of the road that are durable enough to protect the work we are undertaking today from being unwound by a future rogue regulator,” Atkins said in a statement. In a separate statement, he said Congress designed securities laws to give entrepreneurs “opportunities to innovate and build new products” within specific guardrails, and called the framework “another step by the Commission to onshore innovation in crypto asset markets for generations to come.”
Commissioner Hester Peirce called the proposal “one step on a long road toward a clear, sensible, enforceable regulatory framework for crypto.”
The backdrop is legislative gridlock. The Senate failed to advance the Digital Asset Market Clarity Act before the August recess. Senate Majority Leader John Thune filed cloture on a motion to take up the bill when lawmakers return in mid-September. The window is narrow. Senators have 14 days in session after the recess before breaking again ahead of the November election, and 22 more before 2027, when new members would be sworn in.
Miller Whitehouse-Levine, CEO of the Solana Policy Institute, said the CLARITY Act is in “August recess purgatory” and gave it roughly 10% odds of passing before the midterms. Ripple Chief Legal Officer Stuart Alderoty called September 15 a “bellwether” test for the bill, according to Decrypt.
Hurdles persist. The CLARITY Act has stalled over stablecoin rewards disputes between crypto firms and banks and questions over President Trump’s conflicts of interest. White House crypto adviser Patrick Witt said at the SALT conference on Tuesday that the administration is “giving every opportunity for the Senate and for Congress to pass the bill” before acting unilaterally. “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,” Witt said.
Witt separately said he is “optimistic and bullish” on the Act despite the resurfacing stablecoin fight.
The CFTC is scheduled to hold a Thursday meeting on crypto, artificial intelligence, and prediction markets, and plans to address “areas where regulatory action can complement future congressional legislation.”
Atkins had been scheduled to speak at the Wyoming Blockchain Symposium on Tuesday but canceled amid the SEC announcement.
