SEC's New Crypto Rules Open $75 Million Annual Fundraising Path

An issuer seeking the safe harbor would need to file a public certification and provide supporting analysis. Satisfying the safe harbor would mean the covered investment contract had ceased and the underlying crypto asset was no longer subject to that contract. The distinction matters because tokens can carry different legal and economic rights, ranging from access or governance functions to regulated securities claims.

The proposal would define "qualified purchaser" under the Securities Act of 1933 and preempt state registration and qualification requirements for exempt Regulation Crypto Assets offerings. Federal securities registration would still apply unless an offering qualified for an exemption.

Neither offering route would be exclusive, allowing eligible issuers to use other Securities Act exemptions when available. The startup route requires public filings at the beginning and end of a period lasting up to four years. Its temporary relief covers the interval in which managers work toward completing their promised essential efforts.

State preemption would also cover certain secondary transactions involving covered investment contracts initially sold under the proposal or another federal exemption. That treatment continues only while the issuer meets applicable filing, information, or periodic reporting duties. Senate Democrats previously questioned comparable crypto exemptions, arguing that reduced oversight could weaken protections for retail investors in secondary markets.

The rulemaking advances the SEC's wider 2026 capital-markets agenda, which includes clearer crypto rules, tokenized securities, and expanded capital-raising options. Regulation Crypto Assets remains a proposal and would not alter existing requirements until adopted in final form. Public comments will be accepted for 60 days after the proposing release appears in the Federal Register.