The U.S. Securities and Exchange Commission has proposed Regulation Crypto Assets, creating new fundraising exemptions that could allow eligible crypto projects to raise up to $75 million annually without full securities registration. The proposal arrives while the CLARITY Act remains stalled in the Senate ahead of a September procedural vote.
The SEC’s August 18 proposal creates two fundraising routes for certain investment contracts involving crypto assets. Chairman Paul Atkins says the framework aims to give crypto companies clearer pathways to raise capital under federal securities laws while Congress continues work on broader market structure legislation.
SEC Crypto Rules Allow $5M and $75M Fundraising Exemptions
The first route, described as a startup exemption, would allow an issuer to raise up to $5 million during a four-year period. Companies using the exemption would still need to provide investors with principles-based disclosures covering relevant information about the offering.
A second fundraising exemption would permit offerings of up to $75 million during each 12-month period. Issuers using that route would face additional requirements, including financial statements and ongoing reporting. Both exemptions would remain subject to federal antifraud and antimanipulation rules.
The proposal follows the SEC’s March interpretation covering how federal securities laws apply to certain crypto assets and related transactions. Regulation Crypto Assets is designed around cases where a crypto asset itself may not be a security but is sold through an arrangement that qualifies as an investment contract.
SEC Proposes Safe Harbor for Certain Crypto Assets
The proposed rules also create a conditional safe harbor that could separate a crypto asset from the investment contract through which investors originally received it. An issuer would need to satisfy specific conditions before the asset could fall outside the investment-contract definition under federal securities law.
Atkins says the safe harbor could apply once an issuer has completed or permanently stopped the essential managerial work promised under the investment contract. Commissioner Hester Peirce says the framework would allow an issuer to “delink” a crypto asset from that original contract if the required conditions are met.
The SEC proposal would also override certain state securities registration and qualification requirements for offerings completed under the new exemptions. Some secondary-market transactions involving those securities would receive similar treatment under the proposed framework.
However, the rules are not final. The SEC is opening a 60-day public comment period after the proposal appears in the Federal Register, allowing crypto companies, investors, and other market participants to respond before the Commission considers a final version.
CLARITY Act Faces September Senate Vote
The regulatory proposal arrives while Congress remains unable to complete the broader Digital Asset Market Clarity Act. The Senate entered its August recess without finishing the legislation, leaving the bill’s next procedural test for September 15.
Senate Majority Leader John Thune has filed cloture on the motion to proceed with H.R. 3633. The September vote would determine whether the Senate can advance toward formal consideration; it would not amount to final passage of the CLARITY Act.
According to Polymarket, the probability of the CLARITY Act passing in 2026 is 21%, down 44% from levels above 75% earlier in the legislative process. Those percentages reflect trader expectations and can change as Senate negotiations develop.
Source: Polymarket
Amid this, SEC Chair Paul Atkins continues to describe congressional legislation as necessary despite the SEC’s rulemaking. He said legislation remains “indispensable” for creating rules durable enough to survive changes in future regulatory leadership while confirming that the SEC continues to support passage of the CLARITY Act.
