The U.S. Securities and Exchange Commission has proposed a new regulatory framework that would allow qualifying crypto ventures to raise as much as $75 million annually without registering the offering under the standard Securities Act process.
The Regulation Crypto Assets proposal unveiled August 18 creates two exemptions specifically for certain investment contracts involving crypto assets. One would permit startups to raise up to $5 million during a four-year period, while the second would allow offerings of up to $75 million during each 12-month period.
Both pathways would still require investor disclosures and remain subject to federal antifraud and antimanipulation rules. Issuers using the larger fundraising exemption would face additional financial-statement and ongoing reporting requirements.
SEC Creates Two Crypto Offering Exemptions
The proposal follows the SEC’s August vote on a tailored crypto offering framework, which moved the agency toward a dedicated capital-raising regime rather than applying existing registration structures unchanged to token projects.
The $5 million startup exemption is designed for early-stage projects completing the managerial work promised to investors. The $75 million fundraising exemption is modeled partly on Regulation A and includes two tiers, with the larger offerings carrying more extensive financial reporting and audit requirements.
SEC Chairman Paul Atkins described the framework as a way to provide clearer domestic fundraising pathways while encouraging crypto businesses to build in the United States. His broader regulatory push has developed alongside efforts to give the CLARITY Act a durable legislative foundation for digital asset market structure.
Safe Harbor Could End Investment Contract Status
Regulation Crypto Assets would also establish a conditional safe harbor addressing when a non-security crypto asset stops being subject to an investment contract.
An issuer could use the safe harbor after certifying to the SEC that it has completed or permanently ceased the essential managerial efforts promised under the investment contract and satisfied the proposal’s other conditions. The Commission would then no longer deem the crypto asset subject to that investment contract for purposes of the federal definition of a security.
That structure builds on the agency’s March interpretation, which introduced a new SEC token taxonomy separating crypto assets from the investment contracts surrounding some distributions.
Proposal Would Override Some State Registration Rules
The SEC also proposes preempting state securities registration and qualification requirements for offerings completed through Regulation Crypto Assets and certain qualifying secondary-market transactions. State antifraud authority would not disappear under the proposal.
The rules remain a proposal and have not entered into force. Issuers cannot yet rely on the new $5 million or $75 million exemptions or the investment-contract safe harbor.
The SEC will accept public comments for 60 days after the proposing release is published in the Federal Registerbefore commissioners decide whether to revise or adopt final rules.
