- A new framework for some investment contracts, including cryptocurrency assets, has been proposed by the SEC, dubbed Regulation Crypto Assets.
- For qualified cryptocurrency projects, the proposal offers fundraising exemptions of $5 million and $75 million.
- More clarity regarding when an investment contract incorporating a cryptocurrency asset would no longer be considered a security could be provided by a conditional safe harbor.
- The proposal is still subject to the SEC’s public rulemaking and comment process, so the rules are not yet final.
The United States Securities and Exchange Commission has put forward a set of rules for some types of investment contracts involving digital assets. The plan includes two ways for certain digital projects to get money from investors in the United States.
The new rules are named “Regulation Crypto Assets.” The idea is to make a system for offering digital assets as securities. The goal is to protect people who invest their money. The proposal is not yet a final rule and remains open to public comments.
SEC Proposes $5M & $75M Crypto Fundraising Exemptions
The key part of the SEC proposal is two exemptions from existing securities registration requirements. The first exemption would allow eligible issuers to raise up to $5 million over a four-year period. The second would allow offerings of up to $75 million during each 12-month period.
Both exemptions would require issuers to provide investors with certain principles-based disclosures. Projects using the larger $75 million exemption would also face additional requirements, including financial statements and ongoing reporting.
The proposal also states that issuers relying on the exemptions would remain subject to federal securities laws covering fraud and market manipulation.
Proposed Safe Harbor Could Add More Crypto Clarity
Beyond the fundraising limits, the SEC has proposed a conditional safe harbor related to the definition of an “investment contract.”
If the conditions are satisfied, a crypto asset could eventually be treated as no longer subject to an investment contract for purposes of the Securities Act and Exchange Act definitions of “security.”
The proposal is intended to address some of the regulatory uncertainty surrounding crypto assets and create rules that better reflect how digital asset networks develop over time.
Regulation Of Crypto Assets Is Not Final Yet
The proposal was published in the Federal Register on August 21 2026, under SEC File No. S7-2026-27. The public comment period will close on October 20 2026. This means crypto companies, investors and other market participants still have an opportunity to give feedback before the SEC decides whether to adopt the rules, modify them or take another approach.
For crypto startups, the proposal could become an important development if finalized. A clearer fundraising framework could make it easier for eligible projects to plan U.S. offerings while giving investors more standardized information.
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