The U.S. Securities and Exchange Commission proposed new rules on Tuesday to establish a tailored securities framework for certain crypto-asset investment contracts, citing the absence of congressional action on a market-structure bill.
The regulator’s proposal outlines a regime that would allow entities to raise capital while maintaining investor protections, though it did not include an anticipated “innovation exemption” for crypto-based stocks. SEC Chair Paul Atkins emphasized the need for legislation, stating that durable regulatory rules require congressional support to withstand future shifts in agency oversight.
Under the proposal, crypto companies could issue up to $5 million in tokens over a four-year period and up to $75 million within a 12-month window. A separate safe harbor would exempt certain cryptocurrencies from being classified as investment contracts. Issuers would be required to provide financial statements and comply with ongoing reporting obligations. The public comment period opens for 60 days following publication in the Federal Register.
The SEC’s move follows the Senate’s failure to advance the Digital Asset Market Clarity (CLARITY) Act before lawmakers recessed for August. Majority Leader John Thune filed cloture on a motion to take up the bill upon their return in mid-September, leaving limited session days before the November election. If no vote occurs, the next opportunity for consideration would be after the 2027 congressional swearing-in.
The proposal coincides with a scheduled Thursday meeting of the Commodity Futures Trading Commission addressing crypto, artificial intelligence, and prediction markets. The CFTC indicated it would focus on areas where regulatory action could complement potential future legislation. Atkins had been scheduled to speak at the Wyoming Blockchain Symposium but canceled the appearance amid the SEC announcement.
White House crypto adviser Patrick Witt suggested regulators would intensify crypto oversight if Congress did not advance the CLARITY Act.
