SEC Proposes Crypto Fundraising Exemptions in Abrupt About-Face
Key Takeaways
- •The SEC proposed Regulation Crypto Assets after abruptly canceling an earlier meeting on the measure.
- •The draft would allow startup token offerings of up to $5 million over four years and larger offerings of up to $75 million every 12 months.
- •Both exemptions would require disclosures, and antifraud and antimanipulation rules would still apply.
- •The proposal includes a conditional safe harbor that could let some crypto assets separate from the investment contracts through which they were sold.
- •The SEC’s move comes as the Clarity Act has stalled in the Senate and as Treasury advances separate stablecoin regulations under the GENIUS Act.

The U.S. Securities and Exchange Commission proposed new rules on Tuesday that would allow crypto projects to raise funds without full securities registration, abruptly reversing course days after calling off a meeting at which the measures were expected to be introduced.
Under the proposed "Regulation Crypto Assets," a startup exemption would permit digital token offerings of up to $5 million over four years. A second exemption would let token issuers raise as much as $75 million every 12 months, provided they furnish financial statements and ongoing reports, a ceiling that matches the current cap under Regulation A, the existing exemption that lets companies sell to the public without a traditional initial public offering. Both crypto exemptions would require disclosures, while federal antifraud and antimanipulation rules would continue to apply.
The proposal also includes a conditional safe harbor allowing an issuer to "delink" a crypto asset from the investment contract through which it was sold. That could allow a token initially tied to a securities transaction to separate from that contract if the issuer meets the SEC's conditions. The delink question goes to the heart of U.S. crypto regulation: the SEC has long relied on the Supreme Court's 1946 Howey decision to treat many token sales as investment contracts, a framework that underpinned years of enforcement lawsuits against exchanges and issuers and drove many token offerings to structure sales outside the United States.
The measures arrive at a pivotal moment for the cryptocurrency industry, after a setback in negotiations over the Clarity Act sank hopes that the marquee market-structure legislation would be passed this year. The bill, which cleared the House before stalling in the Senate, would, if enacted, formally legalize most crypto activity in the United States. SEC Chair Paul Atkins had signaled in late July that the Commission was prepared to step in with its own rules if the bill fell short. Atkins, who took office in April 2025, has steered the agency away from the enforcement-first approach of the Gensler era, when the SEC sued Coinbase, Binance and other major platforms; those cases have since been dismissed or wound down.
SEC Commissioner Hester Peirce, who twice proposed a "token safe harbor" earlier in her tenure that the commission never adopted, acknowledged that the new exemptions would not cover every type of crypto project, and she called on the crypto industry to provide feedback on how the rules should evolve. "The Commission wants to accommodate innovation on many fronts, and our rules need to be tailored to changing market developments and designed to protect investors and market integrity," Peirce wrote in a statement. "This proposal is one step on a long road toward a clear, sensible, enforceable regulatory framework for crypto." As a proposal, the rules must clear a public comment period before the commission can adopt final versions.
The proposal follows an unusual sequence of events. The SEC abruptly canceled a meeting on Regulation Crypto Assets late last week, citing an "unforeseen scheduling issue." On Monday, Crypto In America reported that SIFMA, a Wall Street trade group representing broker-dealers, investment banks, and asset managers, had discussed a potential legal challenge to the SEC's authority. At the same time, the White House had asked the agency to postpone the meeting amid the Clarity Act negotiations.
The SEC's action also comes as other federal agencies advance their own crypto rules. On Monday, the U.S. Treasury Department proposed regulations implementing the GENIUS Act, the stablecoin law signed in July 2025 that created a federal framework for payment stablecoins. The regulations would generally require stablecoin issuers to obtain federal or state licenses beginning in January 2027. Crypto platforms would face restrictions on selling stablecoins from unapproved issuers beginning in July 2028.