Project 2025 Tracker / What’s done, what’s next

27. Financial Regulatory Agencies · Minor

Exempt small micro-offerings from registration requirements

Not started

Printed page 831 27. Financial Regulatory Agencies

“Exempt small micro-offerings from registration requirements.”

What has happened

  1. Not started

    No micro-offering exemption exists. The instrument is H.R. 4171, the Small Entrepreneurs' Empowerment and Development Act (SEED Act) of 2025, which would add a new section 4(a)(8) and 4(f) to the Securities Act exempting offerings of up to $500,000 in any twelve months, free of mandated disclosures and offering filings but subject to the antifraud provisions and a bad-actor bar. It was reported with an amendment and placed on the Union Calendar on 2026-03-25 and has not been voted; under playbook §3b that is still not-started. The SEC has proposed no micro-offering exemption of its own: a quoted full-text search of every SEC Federal Register document in the window for 'micro-offering' returns zero. The nearest executive action is Regulation Crypto Assets (2026-08-21), which would create a $5 million startup exemption under Securities Act section 28 - a hundred times the SEED Act's ceiling, but only for crypto-asset issuers, so it is a different object.

Research log

What was searched, and what didn’t count as evidence

Research notes

  • Name the instrument. A micro-offering exemption can come from Congress (a new Securities Act section 4(a) paragraph) or from the SEC (a rule under its Securities Act section 28 exemptive authority). Both routes were searched; only the congressional one has produced a text.
  • The SEED Act’s shape, from the reported text: $500,000 aggregate over the preceding twelve months across the issuer and its affiliates, indexed to CPI at least every five years, with the Rule 506(d) bad-actor disqualification applied and the antifraud provisions preserved. There are two bills called the SEED Act in the 119th Congress - S. 2791 and the Supporting Energy and Economic Development Act (H.R. 8497 / S. 4408) are tax bills referred to the finance committees and have nothing to do with securities offerings. The securities one is H.R. 4171.
  • What the SEC did instead. Regulation Crypto Assets (2026-08-21, https://www.federalregister.gov/documents/2026/08/21/2026-17183/regulation-crypto-assets) proposes a “startup exemption” of up to $5 million over four years and a “fundraising exemption” of up to $75 million a year, both under the Commission’s Securities Act section 28 general exemptive authority. They apply only to covered investment contracts involving crypto assets, so under playbook §3b’s “progress is measured on this ask” they do not move a general micro-offering exemption. They are cited on #2129, which asks for exactly that use of section 28.
Action
eliminate
Object
registration requirements for small micro-offerings
ID
2133