SEC Proposes Regulation Crypto Assets, Opening New Fundraising Paths for Crypto Projects
Key Takeaways
- •The SEC proposed two crypto fundraising exemptions, including a $5 million option over four years and a $75 million option in any 12-month period.
- •Both exemptions would require crypto-specific disclosures, and the larger exemption would add financial reporting obligations, including audited statements at certain thresholds.
- •The framework would still leave issuers subject to federal antifraud and antimanipulation laws.
- •The proposal is part of the Trump administration’s broader effort to create tailored crypto rules and follows earlier SEC actions involving staff guidance and enforcement cases.
- •The SEC will accept public comments for 60 days after Federal Register publication before deciding whether to adopt final rules.

The U.S. Securities and Exchange Commission (SEC) has proposed a new framework called Regulation Crypto Assets that would let qualifying crypto projects raise up to $5 million over a four-year period, or as much as $75 million during any 12-month period, without completing a full offering registration under the Securities Act of 1933.
SEC Chair Paul Atkins said the agency is seeking to provide crypto entrepreneurs and market participants with clearer pathways to raise capital under federal securities laws.
The proposal is a major step in the Trump administration’s effort to develop tailored rules for crypto assets. It follows SEC actions that included rescinding the crypto accounting guidance in Staff Accounting Bulletin 121 and dismissing lawsuits against Coinbase, Binance, and other companies.
Announcing the move, the agency posted on X:
TODAY: The SEC proposed new rules, “Regulation Crypto Assets,” that would create a clear and fit-for-purpose framework for certain investment contracts involving crypto assets. pic.twitter.com/SAA2sErMXF — U.S. Securities and Exchange Commission (@SECGov) August 18, 2026
For crypto presales and early-stage token offerings, the distinction is significant. The proposal could make compliant capital raising easier, but it would retain disclosure requirements and federal antifraud and antimanipulation provisions.
What the Proposal Would Allow
The SEC’s proposed rule, S7-2026-27, sets out two exemptions from Securities Act registration requirements. The first would permit offerings of up to $5 million during a four-year period. The second would permit offerings of up to $75 million during each 12-month period.
Both exemptions would include principles-based disclosures tailored to crypto assets. Under the larger fundraising exemption, issuers would also be required to disclose information about their financial condition, including financial statements that must be audited at certain capital-raising thresholds. Reuters also reported that issuers using the $75 million exemption would need to meet regular reporting requirements.
The dollar figures would be familiar to issuers that have used the SEC’s existing exemption regime: Regulation Crowdfunding caps raises at $5 million per 12 months, and Regulation A+ Tier 2 permits up to $75 million per 12 months. Until now, crypto projects seeking to avoid full registration have had to fit into such general-purpose frameworks — or Regulation D, which is generally limited to accredited investors — because the Securities Act contained no crypto-specific exemption.
The proposal also includes a conditional safe harbor addressing when a non-security crypto asset would no longer be considered subject to an investment contract. Under the SEC chairman’s statement, an issuer would need to certify that it had ceased or terminated the essential managerial efforts promised under the investment contract and satisfy other conditions.
Disclosure and Anti-Fraud Rules Still Apply
Relief from registration would not mean relief from accountability. The SEC says issuers using either exemption would remain subject to the securities laws’ antifraud and antimanipulation provisions.
In practice, the proposal would create two fundraising pathways with different requirements. Issuers using the smaller exemption would still provide principles-based disclosures, while those using the larger exemption would face additional obligations related to financial information and regular reporting. The framework therefore preserves disclosure obligations even as it offers exemptions tailored to crypto asset offerings.
According to Atkins’ statement, the proposal is intended to facilitate capital formation and crypto asset innovation in the United States while preserving core investor protections. Investors considering token offerings would still need to assess the information provided by issuers and the terms of an offering.
The SEC’s plan is subject to public comment for 60 days after publication in the Federal Register, after which the agency would review submissions before commissioners decide whether and how to adopt final rules.
Industry Groups Welcome the Framework
Industry groups welcomed the proposal. Blockchain Association CEO Summer Mersinger described the framework as an important move toward clear rules for U.S. digital asset markets. Digital Chamber CEO Cody Carbone said his group would work with the SEC to support consumers and the digital-asset industry operating onshore.
Atkins also addressed the proposal directly on X:
With our new proposal, the SEC is taking the most historic step yet to modernize federal securities regulations for crypto assets. As the Crypto Capital of the World, the U.S. must and will lead. Regulation Crypto Assets will ensure that we do. pic.twitter.com/z0MmDF4doV — Paul Atkins (@SECPaulSAtkins) August 18, 2026
Legislative Uncertainty Remains
Reuters reported that many industry executives remain concerned that an agency-led framework could be overturned or tightened by a future administration without legislation. The report said deep-pocketed crypto companies have spent hundreds of millions of dollars campaigning for legislation, while that effort is stalled in the Senate.
In his statement, Atkins said legislation remains important for establishing durable rules and that the SEC would continue supporting Congress in delivering the CLARITY Act — a market-structure bill that passed the House in 2025 and would divide digital asset oversight between the SEC and the Commodity Futures Trading Commission — to President Donald Trump.
Source: ICO Bench