SEC Proposes New Crypto Framework With Fundraising Exemptions and Safe Harbor

Highlights:

• SEC proposes new crypto rules that could let eligible projects raise up to $75 million more easily.
• Some crypto assets could move beyond securities rules after issuers finish the work investors originally expected.
• The proposal could also reduce some state registration requirements while keeping fraud protections in place.

The U.S. Securities and Exchange Commission (SEC) has proposed a new regulatory framework that could make it easier for some crypto companies to raise money in the United States. The proposal, called “Regulation Crypto Assets”, would create new fundraising exemptions, provide a possible path for some crypto assets to move beyond securities rules, and limit some state-level registration requirements.

The SEC announced the proposal on August 18, through an official press release. The agency also published the full proposed rule under Release No. 33-11434 and File No. S7-2026-27. The proposal is not final yet. The SEC will first collect public comments before deciding whether to adopt, change, or reject the rules.

🚨NEW: The @SECGov has just formally proposed Regulation Crypto Assets, a new framework for crypto fundraising in the U.S.

The proposal would:

📌Allow certain offerings of up to $5M over four years or $75M annually without SEC registration

📌Create a conditional safe harbor… pic.twitter.com/2ATeTddc3s

— Eleanor Terrett (@EleanorTerrett) August 18, 2026

SEC Proposes New Options for Crypto Fundraising

One of the biggest parts of the proposal deals with how crypto projects can raise money. Under current U.S. securities laws, companies may need to register their offerings with the SEC unless they qualify for an exemption. Full registration can involve detailed disclosures, legal work, financial reporting, and other requirements.

Regulation Crypto Assets would create new exemptions designed specifically for certain crypto-related offerings. The first option is a startup exemption. Eligible issuers could raise up to $5 million during a four-year period without going through full SEC registration. The proposal also includes a larger fundraising exemption with two levels. Under Tier 1, eligible issuers could raise up to $20 million. Under Tier 2, issuers could raise up to $75 million during a 12-month period.

The $75 million limit could give larger crypto businesses another route to raise capital while still operating under SEC rules. However, the exemptions would not remove all requirements. Crypto companies using these exemptions would still need to give investors important information about the project and the offering. Depending on the exemption used, issuers may also need to provide financial statements and continue filing certain reports.

Federal rules against fraud and market manipulation would also continue to apply. SEC Chairman Paul S. Atkins said the proposal aims to give crypto businesses clearer ways to raise capital under U.S. securities law. “Regulation Crypto Assets seeks to provide crypto asset entrepreneurs and market participants with clear pathways to raise capital under the federal securities laws,” he said. The SEC said the proposal is designed to give crypto businesses more legal clarity while keeping protections for investors.

Safe Harbor Could Help Some Crypto Assets Move Beyond Securities Rules

Another major part of Regulation Crypto Assets is a proposed conditional safe harbor. The safe harbor focuses on situations where a crypto asset was originally connected to an investment contract. A crypto project can sometimes depend heavily on a company, founder, or development team to build the network, increase its use, or complete key work. In such cases, transactions involving the asset may fall under federal securities laws.

The SEC proposal creates a possible process for recognizing when that investment contract relationship has ended. An issuer could use the safe harbor after it has completed or permanently stopped the important managerial work that investors were expecting it to perform. The issuer also could not make new promises to continue that type of work.

To use the safe harbor, the issuer would need to file a transition report called Form TR with the SEC through its EDGAR filing system. The report would provide information about the issuer and the crypto asset. It would also explain why the issuer believes the investment contract has ended.

If the required conditions are met, the crypto asset would no longer be treated as being tied to that investment contract for certain parts of the Securities Act and Exchange Act. The proposed process could be important for crypto projects that become less dependent on a central company or development team over time.

SEC Proposal Could Limit Some State Registration Requirements

The SEC proposal would also reduce some state-level registration requirements. Crypto offerings that qualify under the new federal exemptions, along with some secondary-market transactions, may not need separate registration in every state. However, state regulators would still keep their authority to investigate fraud and other illegal activities.

Regulation Crypto Assets is not final yet. The SEC will accept public comments for 60 days after the proposal is published in the Federal Register. After reviewing the feedback, the agency may revise the rules before deciding whether to adopt them.