NewsCryptoSEC Proposes Regulation Crypto Assets Framework Allowing Token Issuers to Raise Up to $75 Million

SEC Proposes Regulation Crypto Assets Framework Allowing Token Issuers to Raise Up to $75 Million

Author: 99 Bitcoins·

Key Takeaways

  • The SEC proposed Regulation Crypto Assets as a new token fundraising framework designed specifically for crypto issuers.
  • A startup exemption would permit up to $5 million in token sales over four years with lighter disclosure requirements.
  • A larger fundraising exemption would allow up to $75 million in a 12-month period, with audited financial statements and ongoing reporting once certain thresholds are reached.
  • The proposal also includes a safe harbor that could let a token leave SEC jurisdiction after the issuer completes its promised managerial efforts and other conditions are met.
  • The rule is still only proposed, and the SEC said its long-term durability may depend on Congress passing the CLARITY Act.
SEC Proposes Regulation Crypto Assets Framework Allowing Token Issuers to Raise Up to $75 Million

The U.S. Securities and Exchange Commission has proposed a new framework that would let qualifying crypto projects raise up to $75 million in a single 12-month period without completing a full securities registration. Called Regulation Crypto Assets, the proposal marks the agency’s first attempt at building a purpose-built fundraising lane for token issuers. The name places the new regime alongside the SEC’s existing family of offering exemptions — Regulation D, Regulation A+, Regulation Crowdfunding — that conventional issuers already use, but with requirements tailored to tokens.

A key tension remains: this is a proposed rule, not a final one, and it arrives while Congress still hasn’t passed the CLARITY Act market-structure bill that SEC Chairman Paul S. Atkins says is ultimately needed to make any of this durable.

Announcing the proposal on X on August 18, 2026, Atkins wrote:

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

How the New SEC Crypto Fundraising Lane Would Work

The proposal contains two offering exemptions. A smaller “startup exemption” would allow up to $5 million in token sales over a four-year period, with lighter disclosure requirements aimed at early-stage projects.

The larger “fundraising exemption” is the headline number: up to $75 million per 12-month period, according to Atkins’ statement on the proposal. Issuers using this larger tier would have to provide financial-condition disclosures, including audited financial statements, once they cross certain capital-raising thresholds, plus ongoing reporting obligations for as long as they keep raising under the exemption.

Both tiers use what the SEC calls principles-based disclosure — narrative requirements tailored to crypto assets rather than boilerplate lifted from traditional securities filings. Under the proposal, antifraud and antimanipulation rules still apply regardless of which exemption an issuer uses, according to the SEC’s accompanying press release.

Beyond the two exemptions, the proposal includes what the SEC calls an “investment contract safe harbor.” Under its terms, a token could start life looking like a security and later exit SEC jurisdiction once the issuer certifies to the Commission that it has permanently ceased or completed the “essential managerial efforts” it promised investors, and that other conditions have been met — in practice, once the team’s promised work is done and the network runs on its own. Atkins credited Commissioner Hester Peirce’s long-running safe-harbor proposal, first floated in 2020, as the direct inspiration for this piece of the framework.

What It Means for Altcoin Fundraising and Compliance Costs

For altcoin projects and the investors who buy into token offerings, the practical effect would be a new middle lane between fully unregistered offshore sales and expensive full SEC registration — something closer in spirit to Regulation A Tier 2 offerings used by traditional small-cap issuers. The framework could push more legitimate projects to raise capital onshore with audited books and real disclosure, rather than routing around U.S. rules entirely. That middle ground has been largely empty since the SEC’s 2017 DAO report concluded that digital tokens can be investment contracts: onshore token raises that stayed within securities law have mostly run through Regulation D private placements largely limited to accredited investors.

The proposal also risks creating a two-tier market: teams with the money for audits and legal compliance can use the $75 million lane, while smaller or scrappier projects would either stay under the $5 million startup exemption or avoid U.S. markets altogether.

The proposed rule’s full text is set to be published in the Federal Register, which will open a public comment period — the standard step before the SEC can adopt, revise, or withdraw a rule — and where financial-disclosure experts within the industry are likely to debate whether the audit thresholds are calibrated correctly.

Source: 99Bitcoins