SEC Releases Proposal on Crypto Assets Regulatory Framework

In August, the Securities and Exchange Commission (SEC) released a rule proposal that would address the regulatory framework surrounding cryptocurrency assets. The proposal titled, “Regulation Crypto Assets” would establish a regulatory framework for offerings of certain investment contracts involving crypto assets by establishing two new exemptions from the registration requirements of the Securities Act of 1933 for offerings of crypto assets, or Covered Investment Contracts as referred to in the release. The two exemptions, the “start-up” and “fundraising” exemptions, a proposed “conditional” safe harbor, and the preemption of certain state securities laws, round out (at a high-level) how the Commission would like to provide clarity for the financial industry. According to a WilmerHale client alert the “start-up” exemption would exempt offerings of up to $5 million during a four-year period and the “fundraising” exemption would exempt offerings of up to $75 million during each 12-month period. Each exemption would require that certain conditions be met.

In a statement supporting the proposal, SEC Chair Paul Atkins noted “the proposed rules include tailored offering exemptions, as well as a safe harbor that would provide clarity for issuers, investors and other market participants as to when the related investment contract ceases to exist.” He also emphasized that while the proposal is a step toward clarity, “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.”

The U.S House of Representatives passed the CLARITY Act in July 2025, however, the bill has stalled in the U.S. Senate. The Senate Banking Committee has offered a new version of the bill, but the chamber remains in a stalemate over certain provisions.

Click here to read the Commission’s press release.

Click here to read the Commission’s proposal.

Click here to read Chair Atkins’ remarks.

Click here to read a client alert from WilmerHale covering the release.