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 aimed specifically at certain investment contracts involving crypto assets. One would permit startups to raise up to $5 million over a four-year period, while the second would allow offerings of up to $75 million in each 12-month period.

Both pathways would still require investor disclosures and would remain subject to federal antifraud and antimanipulation rules. Issuers using the larger fundraising exemption would face additional financial-statement and ongoing reporting requirements.

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 larger offerings carrying more extensive financial reporting and audit requirements.

Regulation A itself operates in two tiers, and the SEC raised its Tier 2 ceiling from $50 million to $75 million per 12 months in 2021. Unlike Regulation D, the private-placement route many token issuers have used to date and one generally limited to accredited investors, Regulation A permits sales to non-accredited investors.

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. The House passed the CLARITY Act in July 2025 and sent it to the Senate.

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 rely on 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 has 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.

The "essential managerial efforts" standard traces to the investment-contract test the Supreme Court articulated in SEC v. W. J. Howey Co. in 1946, which turns in part on whether investors expect profits derived from the efforts of others. Whether a token sold under an investment contract remains a security once a network matures has been a long-running legal question for the industry, and a three-year token safe harbor proposed by SEC Commissioner Hester Peirce in 2020 was never adopted by the Commission.

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.

Preemption of Some State Registration Rules

The SEC also proposes preempting state securities registration and qualification requirements for offerings completed through Regulation Crypto Assets and for certain qualifying secondary-market transactions. State antifraud authority would not disappear under the proposal.

Existing law already spares Tier 2 Regulation A offerings from state registration review while leaving Tier 1 offerings subject to it.

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 Register before commissioners decide whether to revise or adopt final rules.