SEC digital asset rules could unlock billions in new capital

The Securities and Exchange Commission has put forward a proposal that would give digital asset issuers new, tailored routes to raise capital under federal securities law.

Named <a href="https://xpertsstudio.com/ripple-ceo-turns-more-bullish-on-us-crypto-regulation-after-cftc-meeting/” title=”Ripple CEO Turns More Bullish on US Crypto Regulation After CFTC Meeting”>Regulation Crypto Assets, the proposal sets out two exemptions from registration requirements under the Securities Act of 1933. The first would let issuers raise up to $5m through a one-time offering over a four-year period.

The second would permit repeated raises of up to $75m in any 12-month window. Issuers relying on either route would need to provide investors with principles-based narrative disclosures, while those using the larger exemption would face additional obligations, including financial statement disclosure and ongoing reporting.

The rules also introduce a conditional safe harbour that would remove certain crypto assets from the definition of “security” under the Securities Act of 1933 and the Securities Exchange Act of 1934, provided specific conditions are met.

Where those conditions are satisfied, offerings made under a Regulation Crypto Assets exemption, along with certain secondary market transactions, would be shielded from state-level securities registration and qualification rules, replacing a patchwork of state requirements with a single federal standard.

The SEC oversees compliance with US securities law, supervising capital markets, market participants and disclosure obligations with the stated aim of protecting investors while supporting fair and efficient markets.

The proposal builds directly on interpretive guidance the Commission issued in March 2026, which set out how existing securities laws apply to crypto assets and related transactions. Taken together, the Commission frames the two measures as a coordinated attempt to reduce regulatory uncertainty that it says has pushed crypto entrepreneurs to base operations outside the US, while widening the range of investment opportunities available to domestic investors under stronger, more consistent safeguards.

SEC chairman Paul S. Atkins said, “As we continue the Commission’s efforts to provide clarity for crypto markets, and as Congress works to establish a lasting regulatory framework, Regulation Crypto Assets seeks to provide crypto asset entrepreneurs and market participants with clear pathways to raise capital under the federal securities laws.

“In line with the Commission’s earlier interpretative guidance, this proposal would also allow for a safe harbor once an issuer has completed or permanently ceased all essential managerial efforts that it represented or promised it would take under an investment contract. Congress designed our securities laws to amplify – within specific guardrails – opportunities for entrepreneurs to innovate and build new products. 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.”

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Source: fintech.global