Catenaa, Sunday, August 30, 2026-The US Securities and Exchange Commission has proposed a new regulatory framework that could allow qualifying crypto projects to raise as much as $75 million annually without registering the offering under the Securities Act.
The proposal, called Regulation Crypto Assets, would create two exemptions for certain offerings involving investment contracts tied to crypto assets.
It would also establish a conditional safe harbor under which a crypto asset could cease being treated as subject to an investment contract after specified conditions are met.
The proposal represents one of the SEC’s clearest attempts to separate the legal treatment of a digital token from the investment arrangement through which it may have originally been sold.
It would not remove federal fraud or market manipulation laws.
Issuers using the proposed exemptions would still face disclosure requirements and regulatory obligations.
The larger exemption would permit eligible issuers to raise up to $75 million during any 12-month period.
Companies using that route would have to make narrative disclosures about their businesses, projects and token arrangements.
They would also have to submit financial statements and meet continuing reporting requirements.
Some issuers would face audited financial statement requirements depending on the size and circumstances of the offering.
The SEC is proposing a second route aimed at smaller projects.
That exemption would allow an issuer to raise up to $5 million over four years.
The disclosure burden would be lighter than under the $75 million route, with greater emphasis on principles-based information about the project and its development.
Both exemptions would apply to what the SEC describes as covered investment contracts involving crypto assets.
Neither would give issuers immunity from federal antifraud and antimanipulation rules.
The proposed safe harbor could have broader consequences than the fundraising limits.
One of the longest-running disputes in US crypto regulation concerns whether a token itself remains a security after the circumstances surrounding its original sale have changed.
The SEC proposal attempts to address that question by distinguishing a crypto asset from an investment contract associated with it.
Under the proposed framework, an issuer could certify that the essential managerial efforts promised under the investment contract had ended.
If the other conditions of the safe harbor were satisfied, the crypto asset could then be treated as no longer subject to that investment contract.
That could create a regulatory path for tokens that begin life inside securities transactions but later operate independently through decentralized networks or functioning markets.
The distinction has been central to years of litigation between the SEC and digital asset companies.
SEC Chairman Paul Atkins has argued that existing securities regulations were not designed around crypto assets that may be sold through investment contracts but later operate differently.
The agency’s proposal reflects a shift from forcing those offerings into regulatory structures developed for conventional securities.
The $75 million exemption could offer larger projects a route into the US market without requiring the full registration process associated with a traditional public securities offering.
At the same time, mandatory financial information and continuing reports would give investors access to information that has often been missing from token launches.
The smaller $5 million exemption appears designed for early-stage projects that may not have the resources needed for a larger regulated offering.
That creates a tiered model rather than one set of requirements for every crypto issuer.
For years, digital asset companies have argued that uncertainty over US securities law encouraged projects to launch tokens outside the country.
Some issuers restricted US participation entirely.
Others created offshore foundations or corporate entities while maintaining development teams and users in the United States.
The SEC’s proposed exemptions seek to create a domestic path that sits between an unregistered token launch and a conventional securities registration.
Whether companies use that route will depend heavily on the final disclosure requirements, liability standards and restrictions attached to the exemptions.
The rules are still only proposals.
They could change after public comments are reviewed.
The framework would not eliminate investor protection requirements.
Issuers seeking the larger exemption would have to disclose financial information and continue reporting after the offering.
That is an important difference from many earlier token sales, where investors received technical documents and marketing material but little standardized financial information.
The SEC’s approach appears intended to allow fundraising flexibility while preserving information needed to evaluate the issuer and project.
The agency would also retain enforcement authority over fraud and manipulation.
That means an exempt offering would not amount to an unregulated offering.
It would instead operate under a tailored set of requirements created for crypto-related transactions.
The safe harbor may become the most closely watched part of the proposal.
Traditional securities law often focuses on the transaction and expectations created between an investor and promoter.
Crypto markets add another issue because the digital asset involved can continue circulating after the original fundraising arrangement changes or disappears.
A token may eventually be used for payments, network fees, governance or other functions that differ from the promises made during its initial sale.
The proposed framework attempts to create a point at which the legal treatment of that asset can change.
An issuer would have to demonstrate that the managerial efforts underlying the investment contract had ended and satisfy the SEC’s other conditions.
That could give projects a clearer regulatory destination rather than leaving token status unresolved indefinitely.
The proposal arrives as Washington attempts to rebuild the regulatory framework governing digital assets.
The SEC has moved toward tailored crypto rules under Atkins, while lawmakers continue debating broader market structure legislation.
Congressional legislation would carry greater durability because a future SEC could alter or reverse regulations adopted administratively.
Atkins has said legislation remains necessary even as the agency develops its own rules.
The proposed Regulation Crypto Assets therefore operates alongside the wider congressional effort rather than replacing it.
The two approaches address different levels of the market.
Congress is considering how regulatory authority should be divided across federal agencies.
The SEC proposal focuses more narrowly on how certain token offerings could comply with securities law.
The proposal carries SEC file number S7-2026-27.
The public will have 60 days after publication in the Federal Register to submit comments.
Crypto companies, securities lawyers, exchanges, investor advocates and financial institutions are likely to focus heavily on eligibility standards and the conditions attached to the safe harbor.
They may also examine whether the $75 million limit is large enough for established projects and whether four years is appropriate for the smaller exemption.
The final version could differ materially from the proposal.
Still, the direction is clear.
The SEC is moving away from a framework in which crypto issuers are left primarily to determine whether old securities exemptions can accommodate digital assets.
Regulation Crypto Assets would instead create rules written specifically for that market.
For US crypto projects, the result could be a clearer path to raise capital.
For regulators, the trade-off will be allowing easier market access without returning to the lightly disclosed token sales that defined earlier crypto cycles.
