The US Securities and Exchange Commission has proposed a new framework that could make it easier for some crypto companies to raise money without going through the full securities registration process.
Under the proposal, known as ‘Regulation Crypto Assets,’ eligible issuers could raise up to USD 75 million in a 12-month period through a new fundraising exemption. The move marks another major step by the SEC toward creating rules specifically designed for the digital asset market.
The proposal was announced on August 18 and targets certain investment contracts involving crypto assets. Rather than applying traditional securities rules to digital assets in exactly the same way, the SEC wants to establish a framework that reflects how the crypto market operates while retaining investor protections.
The SEC proposal includes two separate exemptions. The first is a startup exemption that would allow eligible crypto projects to raise up to USD 5 million over a four-year period.
The second, and considerably larger, is the proposed fundraising exemption allowing companies to raise up to USD 75 million in any 12-month period. The SEC says the larger exemption is intended for projects that need more substantial funding than the startup route would permit.
Companies using either exemption would still have disclosure obligations. Issuers using the USD 75 million route would face additional requirements, including financial statements and continuing reporting obligations. The proposed exemptions would also leave companies subject to federal securities laws covering fraud and market manipulation.
Another important part of the proposal is a conditional safe harbor. The SEC is seeking to clarify when a digital asset associated with an investment contract may no longer be treated as part of that contract. Under the proposed conditions, this could happen after the issuer completes or permanently stops the essential managerial activities it had promised investors it would undertake.
That could address one of the industry's long-running concerns: determining when a crypto asset should fall under federal securities regulations and when it should not.
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For crypto businesses, the proposal could provide a more predictable route to raising capital in the US. The SEC says the framework is intended to reduce incentives for companies to move fundraising activities offshore and encourage more innovation in domestic markets.
However, the proposal is not yet final. The SEC has opened a 60-day public comment period, with comments due by October 20, 2026. The agency could modify the rules before adopting a final version.
The proposal also arrives as Congress considers broader crypto legislation. That means the eventual US regulatory framework could be shaped by both congressional action and SEC rulemaking.
For now, the USD 75 million exemption represents a significant potential change for crypto fundraising. If adopted, it could give qualifying digital asset businesses greater access to US capital while maintaining disclosure and investor-protection requirements.