The SEC will consider a proposal that could let crypto projects raise up to $75 million without full securities registration, but key eligibility and resale details remain unknown ahead of Friday's vote
The U.S. Securities and Exchange Commission (SEC) is set to vote Friday on whether to advance a proposal that could reshape how crypto projects raise capital in the United States. The measure, if approved for public comment, would not immediately create a new exemption but could eventually allow certain token issuers to raise up to $75 million without undergoing the full securities registration process. The specifics of who would qualify, how resale restrictions would work, and what disclosures would be required remain undisclosed, leaving developers and investors uncertain about the practical impact.
Proposed Exemptions and Disclosure Rules
According to reporting by CryptoSlate, the SEC's proposal is expected to formalize elements of a framework previously outlined by SEC Chair Paul Atkins. The draft includes two main fundraising exemptions: one for startups, potentially allowing up to $5 million over four years with principles-based disclosures, and a larger exemption that could permit up to $75 million in a 12-month period. Both would require issuers to notify the SEC when entering and exiting the exemption and to provide information about the investment contract and underlying crypto asset. The larger exemption may also require financial statements and a discussion of the project's financial condition. These figures are illustrative and may change before the proposal is finalized.
Safe Harbor and Asset Status
The proposal also contemplates a safe harbor for certain crypto assets after an issuer has completed or permanently ceased all essential managerial efforts promised to buyers. This safe harbor would clarify when a token could transition from being treated as a security to a non-security, but only if the original offering was registered or qualified for an exemption. The SEC's March 2026 interpretation already addresses how a crypto asset may separate from its investment contract, but the new safe harbor would provide additional regulatory clarity for projects seeking to exit securities status after launch.
Unanswered Questions and Regulatory Uncertainty
Despite the potential for expanded fundraising options, the proposal leaves several critical questions unresolved. It is unclear which types of projects or issuers would be eligible, whether there will be exclusions for bad actors, what investor-level limits might apply, and how secondary-market resales would be regulated. The published agenda for the SEC's August 14 meeting does not provide these details, and the final terms could determine whether the exemption is broadly useful or limited to a narrow set of projects. The federal regulatory agenda describes the initiative as covering offers, sales, exemptions, and safe harbors for crypto assets, but does not supply operative terms. Atkins has emphasized that only Congress can provide comprehensive, future-proof crypto regulation, while the SEC's authority is limited to nearer-term relief under existing law.
Market Context and Next Steps
The SEC's consideration of new crypto fundraising rules comes as U.S. token issuers face ongoing legal and regulatory uncertainty. Many projects have struggled to navigate the complex requirements for securities registration or to find viable exemptions. The proposed $75 million exemption, if eventually adopted, could provide a significant new pathway for compliant capital raising, but only if the final rules are workable for a broad range of projects. Until the SEC releases the full draft and opens it for public comment, token developers and investors will have to wait for clarity on eligibility, disclosure, and resale conditions.
As of August 2026, the SEC has not approved any new exemptions for crypto fundraising. The agency's published agenda for the August 14 meeting lists the crypto-assets proposal as a discussion item, not a final rule. U.S. token issuers currently rely on existing exemptions such as Regulation D, Regulation S, or Regulation A+, each with its own limitations and compliance burdens. According to SEC data, Regulation D offerings accounted for the majority of exempt securities offerings in 2025, but few crypto projects have successfully used these routes for large-scale token sales.
Crypto fundraising in the U.S. is shaped by a patchwork of federal and state securities laws, with the SEC playing a central role in determining which token offerings are treated as securities. The lack of clear, tailored exemptions has led many projects to exclude U.S. investors or to structure offerings offshore. If the SEC's proposal advances and is ultimately adopted, it could mark a shift toward more accessible, regulated capital formation for crypto projects-provided the final rules address the practical needs and risks faced by issuers and investors.
