The new rule for cryptocurrencies marks the first significant step by the US Securities and Exchange Commission toward permanent regulation of digital assets: the regulator has proposed a regime under which crypto projects can raise funds and launch tokens without automatically triggering all the requirements that apply to the securities market.
The initiative appeared unexpectedly. Just a few days earlier, the commission canceled a meeting where a vote on the same issue was planned, citing an unforeseen scheduling issue. Now the project has been officially put up for discussion, and market participants and the public have 60 days to submit their comments.
- The proposal is the first major crypto regulatory project under commission chairman Paul Atkins.
- The document introduces two paths for placing crypto assets: a regime for startups with a limit of up to $5 million over four years, and a large placement of up to $75 million over a one-year period with stricter disclosure requirements.
- After public comments, the regulator will be able to spend several months finalizing the rule’s final version.
What Exactly the Regulator Is Proposing
The project, called “Crypto Asset Regulation,” is intended to create permanent rules for digital assets in the US. Its significance is especially great given that Congress has not yet passed a separate law on the structure of the crypto market.
The commission is considering this document separately from another crypto initiative—the so-called innovation exemption, which concerns tokenized securities and has not yet been launched.
“Today we are setting a new course: we are proposing a package of exemptions that will help raise capital and give innovation in the crypto asset sector the opportunity to develop in the US in the coming years,” said Paul Atkins.
In this logic, cryptocurrency is not seen as a single and predetermined financial instrument, but as a broad class of digital assets. Simply put, it is a digital asset that can be used for transfers, settlements, investments, or access to services within a specific project. At the same time, the regulator is trying to separate situations where a token truly resembles an investment contract from cases where securities law requirements should no longer apply.
A security under US law may include an investment contract, but the commission proposes a mechanism by which certain crypto assets can exit this category after meeting key conditions.
Two Regimes for Crypto Projects
The proposal provides for two main placement options.
- Startup regime: a project can raise up to $5 million over four years.
- This regime requires: a public report at the beginning of the period, a public report at the end of the period, and additional disclosures for investors.
The US dollar serves as the settlement currency for the limits in the project: the second regime allows placements of up to $75 million during each annual period, but the requirements there are significantly stricter.
- For large placements, the issuer discloses offering materials.
- The issuer shows the project’s financial condition.
- Reports must be published regularly.
Investments in tokens under this approach receive a clearer framework. A transaction with a digital asset does not exempt it from basic investor protection: anti-fraud and anti-manipulation rules remain, as does oversight of market participants’ behavior.
The second regime will require more data about the project and its finances. If a token is used as an asset in a company’s accounting or becomes part of a more complex capital-raising structure, investors should see not only a description of the idea but also the financial picture.
The commission emphasizes that both exemptions require substantive disclosure. For larger placements, financial statements and ongoing data update obligations are also required.
When a Token Ceases to Be an Investment Contract
A separate part of the proposal is devoted to the “safe harbor.” It is intended to operate after the issuer has completed or definitively ceased key managerial actions promised under the investment contract.
“The proposal provides for a safe harbor after the issuer completes or definitively ceases all major managerial actions stated or promised by it under the investment contract,” noted Paul Atkins.
In other words, if project management is complete and the conditions are met, the investment contract should no longer automatically carry the status of a security. For the market, this is an important fork in the road: not every token will forever remain the same legal object it was at launch.
The securities market here attempts to integrate crypto assets into the existing system without mechanically equating them to traditional instruments. A share, a bond, and a token may grant economic rights in different ways, so the regulator is trying to describe the boundaries of applying old rules to new formats.
Political Context and Industry Reaction
In parallel, the US Senate is trying to use the remaining time in the legislative session to advance a bill on digital asset market clarity. After that, Congress will go on an extended recess ahead of the midterm elections.
“Given Congress’s progress on market structure legislation, I want to make it clear right away: the law is still irreplaceable. We need rules that are resilient to future changes so that a bad-faith regulator cannot undo the work we are doing today,” said Paul Atkins.
The crypto industry welcomed the commission’s move positively, although it continues to push for a full-fledged law through the Senate. Cody Carbon, head of an industry organization, noted that the regulator took into account a number of proposals from crypto companies and expressed readiness to continue working with the commission so that digital assets can develop in the US.
For readers in Russia, this topic is important as an external benchmark, not as a direct change to local rules. The US regulator’s approach does not replace the position of the Bank of Russia, does not change tax rules, and does not determine how the national currency should be used in settlements. Those who buy, store, or accept cryptocurrency in Russia still need to follow local requirements for operations, taxes, and working with digital assets.
In the Russian agenda, issues of digital assets are also linked to the role of the state, the central bank, and strategic decisions discussed at the highest level. Against this backdrop, the US project is interesting in that it seeks not to ban the market but to provide it with a legal corridor for development.
The key stage now is the 60-day comment period. After that, the commission will be able to move to the final version of the rule, where it will become clear how much the proposed exemptions will actually simplify the launch of crypto projects and capital raising.
