The U.S. Securities and Exchange Commission proposed a framework for offerings of non-security crypto assets that are subject to an investment contract. The package would establish a startup exemption for offerings of up to USD 5 million over four years, a fundraising exemption for offerings of up to USD 75 million annually and a safe harbor clarifying when the related investment contract ceases to exist. Both exemptions would impose principles-based disclosures tailored to crypto assets. The fundraising exemption would also require information on the issuer’s financial condition, including audited financial statements at specified capital-raising thresholds. Under the safe harbor, the SEC would no longer deem a crypto asset subject to an investment contract if the issuer certifies that it has ceased or completed all promised essential managerial efforts and meets other conditions. The SEC said legislation remains necessary for a durable crypto market structure framework and reiterated its support for Congress to enact the CLARITY Act.
2026-08-18U.S. Securities & Exchange Commission
U.S. Securities and Exchange Commission proposes tailored crypto offering exemptions and investment contract safe harbor
The U.S. Securities and Exchange Commission proposed crypto offering exemptions covering up to USD 5 million over four years and USD 75 million annually, subject to tailored disclosures. A safe harbor would clarify when a non-security crypto asset is no longer subject to an investment contract and SEC authority.