SEC Plan Offers Crypto Projects New Fundraising Paths

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SEC proposed a new framework called Regulation Crypto Assets today. Paul Atkins said it provides clearer pathways to crypto participants.

The U.S. Securities and Exchange Commission, or SEC,  proposed a new framework called Regulation Crypto Assets today. The proposal would let qualifying crypto projects raise up to $5 million over a four-year period or as much as $75 million during any 12-month period without completing a full offering registration under the Securities Act of 1933.

SEC Chair Paul Atkins said the agency is seeking to provide crypto entrepreneurs and market participants with clearer pathways to raise capital under federal securities laws.

The proposal is a major step in the Trump administration’s effort to develop tailored rules for crypto assets. It follows SEC actions that included rescinding crypto accounting guidance and dismissing lawsuits against Coinbase, Binance, and other companies.

For crypto presales and early-stage token offerings, the distinction is significant. The proposal could make compliant capital raising easier, but it would retain disclosure requirements and federal antifraud and antimanipulation provisions.

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What the SEC Regulated Crypto Assets Proposal Would Allow

The SEC’s proposed rule, S7-2026-27, sets out two exemptions from Securities Act registration requirements. The first would permit offerings of up to $5 million during a four-year period. The second would permit offerings of up to $75 million during each 12-month period.

Both exemptions would include principles-based disclosures tailored to crypto assets. Under the larger fundraising exemption, issuers would also be required to disclose information about their financial condition, including financial statements that must be audited at certain capital-raising thresholds. Reuters also reported that issuers using the $75 million exemption would need to meet regular reporting requirements.

The proposal includes a conditional safe harbor addressing when a non-security crypto asset would no longer be considered subject to an investment contract. Under the SEC chairman’s statement, an issuer would need to certify that it had ceased or terminated the essential managerial efforts promised under the investment contract and satisfy other conditions.

Physical Bitcoin and silver cryptocurrency coins stacked in front of a blurred digital trading chart
Photo by DS stories on Pexels

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Crypto Presales Would Still Face Disclosure and Anti-Fraud Rules

Relief from registration would not mean relief from accountability. The SEC says issuers using either exemption would remain subject to the securities laws’ antifraud and antimanipulation provisions.

In practice, the proposal would create two fundraising pathways with different requirements. Issuers using the smaller exemption would still provide principles-based disclosures. Those using the larger exemption would have additional obligations related to financial information and regular reporting. The framework, therefore, preserves disclosure obligations even as it offers exemptions tailored to crypto asset offerings.

The proposal is intended to facilitate capital formation and crypto asset innovation in the United States while preserving core investor protections, according to Atkins’ statement. Investors considering token offerings would still need to assess the information provided by issuers and the terms of an offering.

Portrait of Paul Atkins in a suit and tie, posing in front of the United States flag.
Paul Atkins, designated SEC Chairman.

The SEC’s plan is subject to public comment for 60 days after publication in the Federal Register. Industry groups welcomed the proposal. Blockchain Association CEO Summer Mersinger described the framework as an important move toward clear rules for U.S. digital asset markets. Digital Chamber CEO Cody Carbone said his group would work with the SEC to support consumers and the digital-asset industry operating onshore.

Reuters reported that many industry executives remain concerned that an agency-led framework could be overturned or tightened by a future administration without legislation. The report said deep-pocketed crypto companies have spent hundreds of millions of dollars campaigning for legislation, while that effort is stalled in the Senate.

In his statement, Atkins said legislation remains important for establishing durable rules and that the SEC would continue supporting Congress in delivering the CLARITY Act to President Donald Trump.

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By Raymond James

Raymond is an experienced writer versed in everything blockchain, having been covering the crypto space for over 5 years. He is based in Los Angeles, California and his work has appeared in dozens of crypto industry outlets.