SEC Proposes New Crypto Rules Allowing Up to $75 Million in Fundraising

The US Securities and Exchange Commission (SEC) has proposed new rules for crypto projects to raise capital in the United States. The proposal, dubbed Regulation Crypto Assets, offers two exemptions from standard securities registration: one capping fundraising at $5 million over four years, and another allowing up to $75 million in any 12 months.

According to SEC Chairman Paul Atkins, the rule provides 'clear pathways to raise capital under the federal securities laws.' The larger exemption requires issuers to give investors plain-language disclosures about the offering, as well as financial statements and ongoing reporting after the sale.

The proposal also addresses when a token can stop being treated as part of an investment contract. Under existing case law, a token sale can count as a securities offering because buyers are relying on a team's ongoing work to build value. The SEC proposes rules to define more precisely when that reliance ends, and once a team has completed or abandoned its managerial efforts, the underlying token could fall outside the investment-contract definition.

The proposal builds upon an interpretation of crypto assets issued in March 2026, which split them into five working categories: digital commodities, collectables, tools, payment stablecoins, and digital securities. The SEC's proposal would also pre-empt state securities registration requirements for qualifying offerings and some secondary transactions.