SEC Proposes $75M Crypto Exemption
The SEC proposes new rules allowing crypto issuers to raise up to $75 million without full registration, while maintaining strict enforcement powers.
The U.S. Securities and Exchange Commission issued a proposal on August 18, 2026. The package creates two new registration exemptions. These rules allow issuers to raise capital without full Securities Act registration. The maximum amount for the higher tier is $75 million in a 12-month period.
The proposal also introduces a non-exclusive safe harbor. This mechanism lets issuers notify the SEC that an investment contract has ended. The agency states that existing exemptions do not fit crypto asset offerings. The new framework aims to close this regulatory gap.
Two Exemption Tiers Defined
The startup exemption permits sales of up to $5 million. This limit applies over a single four-year window. The fundraising exemption has two tiers. The first tier allows up to $20 million in sales. The second tier allows up to $75 million in sales.
Both exemptions apply to 12-month periods for the fundraising track. The rules target specific investment contracts. These contracts involve crypto assets that are not securities themselves. The SEC defines these as covered investment contracts.
Enforcement Powers Remain Intact
The proposal does not reduce enforcement authority. Antifraud and antimanipulation provisions remain fully active. The SEC retains its full toolkit for legal actions. This includes Section 20 actions for noncompliance.
State antifraud jurisdiction is preserved. The Department of Justice maintains independent criminal authority. Charges for securities fraud and wire fraud remain possible. The proposal does not limit these legal avenues.
New Definitions Clarify Scope
Proposed Rule 100 defines key terms. It introduces the concept of a covered investment contract. This term was not in the 2026 Token Taxonomy. It clarifies the application of securities laws to crypto assets.
A covered investment contract must involve a crypto asset. The asset itself must not be a security. No other asset can be part of the contract. This distinction is central to the new regulatory framework.
