SEC Introduces New Rules for Crypto Fundraising in the US

The United States Securities and Exchange Commission (SEC) has unveiled a draft regulation titled “Regulation Crypto Assets” that could significantly alter how crypto asset projects raise capital in the U.S. This proposal aims to establish a distinct securities framework specifically for certain crypto asset investment contracts.

What Do New Exemptions Mean?

These new guidelines introduce two significant exemptions to securities registration requirements. The first allows issuers to raise up to $5 million over four years, while the second permits offers up to $75 million in any 12-month period. The SEC emphasizes that this framework seeks to lower regulatory barriers for crypto entrepreneurs while maintaining investor protections under federal securities laws.

SEC Chairman Paul Atkins stated that the proposal aims to offer clearer pathways for crypto entrepreneurs to raise capital while encouraging innovation within the U.S.

Conditional Safe Harbor Explained

Among the proposal’s most notable features is a conditional safe harbor provision. Under certain conditions, some crypto assets could be evaluated outside of the “investment contract” definition. To benefit from this, issuers must either complete or permanently cease their essential managerial efforts associated with the investment contract.

Additionally, this draft proposes to bypass certain federal securities registration and qualification requirements at the state level for some issuances under these new exemptions. It also covers various secondary market transactions concerning securities issued with these exemptions.

Can SEC’s Approach Reduce Offshore Activities?

The answer is yes. Chairman Paul Atkins clarified that the new structure extends the interpretative guidance published in March 2026 regarding crypto assets. SEC argues these two steps will offer more clarity on when federal securities laws apply to crypto assets.

• The SEC aims to deter companies from moving overseas by expanding investment opportunities for U.S.-based investors.
• The draft received approval through the seriatim method, where commission members cast individual votes outside a public meeting.
• Although an open meeting was initially planned for August 14, an unforeseen scheduling issue led to its cancellation.

With the draft entering a 60-day public comment period following its publication in the Federal Register, SEC reserves the right to modify the provisions before making a final decision, as the text is not yet a final rule.