
The SEC's Regulation Crypto Assets proposal would let eligible issuers raise up to $75 million in 12 months without full registration, plus a safe harbor for tokens that outgrow their investment-contract roots.
The U.S. Securities and Exchange Commission has proposed a crypto fundraising framework offering new routes for qualifying digital-asset projects to raise capital without full Securities Act registration.
The proposal, Regulation Crypto Assets, would let eligible issuers raise up to $75 million within 12 months under a tailored exemption, with a separate safe harbor for tokens that lose their investment-contract status.
Filed Tuesday under S7-2026-27, the plan combines larger fundraising limits with disclosure, reporting, antifraud, and anti-manipulation requirements designed specifically for crypto offerings.
Instead of a single unrestricted exemption, the framework has two paths.
The first is a one-time startup exemption covering crypto investment-contract offerings of up to $5 million over a maximum four-year period. Projects using it would file public disclosures when the exemption begins and ends, along with principles-based narrative disclosures for investors. Those issuers still face federal antifraud and anti-manipulation rules.
The second path is a broader exemption modeled partly on Regulation A, with two tiers.
Tier 1 allows qualifying issuers to raise up to $20 million in any 12-month period without completing traditional registration. Tier 2 lifts that ceiling to $75 million, the largest fundraising route inside the proposed crypto-specific framework.
Both tiers require public offering materials describing the project and the issuer's financial condition. Tier 2 issuers face extra obligations, including audited financials and ongoing reporting after the offering.
The proposal also introduces a conditional safe harbor for when a crypto asset can stop being treated as subject to an investment contract. The test focuses on whether the issuer has ended the essential managerial efforts originally promised to investors.
To qualify, the issuer must make no new managerial promises and must file a public certification explaining why the safe-harbor conditions are met. That approach follows the March 2026 SEC and CFTC interpretation separating a crypto asset from the investment contract attached to its sale.
The same interpretation established categories for digital commodities, collectibles, tools, stablecoins, and digital securities. Congress has not completed broader crypto market-structure legislation, including the CLARITY Act, leaving the statutory framework unfinished.
SEC Chair Paul Atkins said the proposal is meant to offer clearer capital-raising routes while lawmakers continue work on a broader structure. Commissioner Hester Peirce supported the exemptions and safe harbor, describing them as tailored to crypto's distinct characteristics.
No part of the proposal is final yet. The public comment period will run 60 days after the proposing release appears in the Federal Register. After reviewing feedback, the SEC can revise the framework, adopt it, or drop the plan.
Regulation Crypto Assets is the latest attempt by the SEC to carve out a crypto-specific path under existing securities law, after years of enforcement-driven regulation. Whether the safe harbor survives the comment period will depend on how commenters frame the line between a project's ongoing role and a token's independent market life.
Prepared with AlphaScala editorial tooling from the source reporting linked above. Indexable analysis may include a cited Alpha Score value. Publishing checks screen each story before release. Educational coverage, not personalized advice.