SEC proposes $5 million and $75 million fundraising routes for crypto projects

Two exemptions, with different scales

The Securities and Exchange Commission proposed a crypto-specific fundraising framework on August 18, outlining two exemptions from securities registration for certain investment contracts involving crypto assets.

The package, called Regulation Crypto Assets, would allow a one-time offering exemption of up to $5 million over four years. A separate exemption would permit offerings of up to $75 million during each 12-month period. Both routes would require narrative disclosures; the larger route would also carry financial-statement and ongoing-reporting obligations.

The SEC said the proposal builds on its March interpretation of how federal securities laws apply to crypto assets and related transactions. The announcement is a proposal for public consideration, rather than an exemption issuers can assume is already effective.

SourceSEC proposal announcement · August 18, 2026

A separate question: when the investment contract ends

Chairman Paul Atkins described the intended scope as crypto assets that are not themselves securities but are associated with an investment contract. The proposed offering routes address fundraising; the safe harbor addresses when that surrounding contract would cease to apply.

In Atkins’ account, an issuer would have to certify that it had ended the essential managerial efforts it promised under the investment contract and meet additional conditions. Merely issuing a token or describing a project as decentralized would not establish that those conditions had been satisfied.

Atkins also said congressional legislation remained important for a durable framework. His support for legislation and his description of the agency’s proposal concern separate regulatory processes.

SourcePaul Atkins on the exemptions and safe harbor

Disclosures do not replace antifraud rules

Commissioner Hester Peirce emphasized that antifraud and antimanipulation provisions would continue to apply. She described the larger fundraising exemption as conditional on financial statements and ongoing reporting, while both exemptions would require disclosures adapted to crypto offerings.

Peirce also cautioned that the proposed routes would not suit every model. She invited feedback about tokens that could give holders an equity-like participation in the growth or value of a business developing a network. That invitation identifies an issue for consultation; it does not establish that every such token would qualify.

SourceHester Peirce on disclosures and investor protections

The proposal is still subject to public feedback

The SEC announcement set a comment period lasting 60 days after the proposing release appears in the Federal Register. It also described proposed preemption of certain state registration and qualification requirements, including for some secondary-market transactions.

The details remain subject to the rulemaking process. Peirce’s statement characterized the package as one stage in a broader effort and asked market participants to respond. The proposed dollar limits, disclosures, and safe-harbor conditions should therefore be read as proposed terms, not a completed change to the rules.

SourceSEC proposal announcement · August 18, 2026Hester Peirce on disclosures and investor protections