SEC Proposes Crypto Fundraising Overhaul With $75M Exemption and Token Safe Harbor

TLDR:

• SEC proposes a Tier 2 crypto exemption allowing qualifying issuers to raise up to $75M within 12 months.
• A startup exemption would let covered crypto offerings raise up to $5M over a maximum four-year period.
• Tier 1 would cap exempt fundraising at $20M yearly, while Tier 2 would require audited financial statements.
• Token safe harbor could end investment-contract treatment after promised managerial efforts are completed.

The U.S. Securities and Exchange Commission has proposed a crypto fundraising framework establishing new routes for qualifying digital-asset projects to raise capital without full Securities Act registration.

The proposal, called “Regulation Crypto Assets,” would allow eligible issuers to raise up to $75 million within 12 months under a tailored exemption.

Filed Tuesday under S7-2026-27, the plan combines larger fundraising limits with disclosure, reporting, antifraud, and antimanipulation requirements designed specifically for crypto offerings.

Rather than creating an unrestricted fundraising exemption, the framework establishes separate routes for early-stage projects and larger issuers seeking public capital.

Two-Tier Fundraising Rules Add Disclosure and Audit Duties

The first route is a one-time startup exemption covering crypto investment-contract offerings of up to $5 million over a maximum four-year period. Projects using that exemption would make public filings when the exemption begins and ends, while also providing investors with principles-based narrative disclosures.

Those issuers would remain subject to federal antifraud and antimanipulation rules, meaning exemption from registration would not remove core investor-protection obligations. The second route creates a broader fundraising exemption partly modeled on Regulation A, with two tiers based on offering size.

Tier 1 would permit qualifying issuers to raise up to $20 million during any 12-month period without completing traditional Securities Act registration. Tier 2 would lift that ceiling to $75 million, making it the largest fundraising route included in the proposed crypto-specific framework.

Both tiers would require public offering materials describing the project and issuer’s financial condition, preserving disclosure requirements despite the registration exemption. Tier 2 issuers would face additional obligations, including audited financial statements and ongoing reporting after the offering.

Consequently, the structure links greater fundraising capacity with stronger disclosure requirements instead of placing every exempt crypto offering under one compliance standard.

Token Safe Harbor Defines Exit From Investment Contracts

The proposal also introduces a conditional safe harbor addressing when a crypto asset can stop being treated as subject to an investment contract. That provision focuses on whether the issuer has completed or permanently 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 have been satisfied. The approach follows the March 2026 SEC and CFTC interpretation separating a crypto asset itself from the investment contract connected to its sale.

That interpretation also established categories covering digital commodities, collectibles, tools, stablecoins, and digital securities. Meanwhile, Congress has not completed broader crypto market-structure legislation, including the CLARITY Act, leaving the regulatory framework unfinished at the legislative level.

SEC Chair Paul Atkins said the proposal is intended to provide clearer capital-raising pathways while lawmakers continue work on a broader statutory structure. Commissioner Hester Peirce also supported the exemptions and safe harbor, describing them as tailored to crypto’s distinct characteristics.

However, none of the proposed exemptions is currently final. The public comment period will run for 60 days after the proposing release appears in the Federal Register. After reviewing public feedback, the SEC can revise the framework, formally adopt it, or abandon the proposal.

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