How the SEC’s Crypto Rules Could Change Token Fundraising in the US

On August 18, the U.S. Securities and Exchange Commission proposed Regulation Crypto Assets, outlining two tailored fundraising exemptions for crypto issuers and a conditional safe harbor that could eventually move qualifying assets outside investment-contract treatment.

The proposal arrives while Congress has yet to pass digital-asset market-structure legislation, leaving the SEC to address crypto offering rules within the existing federal securities framework. The draft outlines how token projects could raise capital under securities-law conditions and later exit investment-contract status if they met specified requirements.

The framework would preserve disclosure obligations and federal protections for investors while creating crypto-specific routes that differ from full securities registration.

Why is the SEC acting now?

Regulation Crypto Assets builds on a March 2026 interpretive release, in which the SEC clarified how federal securities laws apply to crypto assets and transactions.

Despite months of negotiating over digital-asset market-structure rules, the Senate left for its August recess without voting on the CLARITY Act. With the legislation still unresolved, the SEC moved to define rules within the existing framework. The proposal marks the first major crypto rule-making action under SEC Chairman Paul Atkins’ tenure that directly addresses offering rules.

>>> Read more: Senate Sets Procedural Cloture Vote on CLARITY Act for Sept 15 | CrispyBull

How would the framework work?

The proposal would create two exemptions for issuers raising capital while a crypto asset is still treated as part of an investment contract.

The smaller route would permit a one-time offering of up to $5 million during a four-year period. A larger exemption would allow offerings of up to $75 million during each 12-month period, structured in two tiers: a $20 million tier and a $75 million tier, each measured over its own 12-month period. Both tiers would require financial statements, with audited financial statements required only at the $75 million tier. Ongoing reporting would apply across the exemption. The two fundraising paths would give qualifying issuers alternatives to full securities registration.

Once an issuer has completed or permanently ceased the essential managerial efforts it promised investors, it could seek to exit investment-contract status entirely through the proposal’s conditional safe harbor, which ties the asset’s regulatory treatment to whether the issuer’s role in the project has actually ended.

What would it mean in practice?

Issuers relying on the proposed framework would still need to provide investors with narrative disclosures covering the issuer, the crypto asset, the network, conflicts, risks and other information relevant to an investment decision.

The proposal uses principles-based disclosures designed around crypto-specific fundraising instead of requiring every qualifying issuer to follow the same filing model used by a traditional public company.

Federal investor-protection rules would continue to apply regardless of whether an issuer uses one of the offering exemptions or an asset qualifies for the safe harbor. Antifraud and antimanipulation provisions would remain in force across the framework.

The exemptions would preempt certain state registration and qualification requirements for covered transactions, while issuers would still need to meet the eligibility conditions attached to the federal framework.

>>> Read more: SEC Slows Tokenized Stock Exemption After Pushback

What comes next?

The SEC opened file S7-2026-27 for public comment. The comment period runs for 60 days after the proposal appears in the Federal Register.

The comments will reveal whether participants think the SEC’s interpretation of existing securities law goes far enough, or too far, for an industry that is tired of waiting on Congress.