SEC Unveils Regulation Crypto: $5M and $75M Fundraising Exemptions Proposed

The U.S. Securities and Exchange Commission has proposed a new rulebook, “Regulation Crypto Assets,” that would let token issuers raise up to $5 million over a four-year period or up to $75 million within any 12-month window without going through full securities registration. The plan, unveiled on August 18, 2026, marks the agency’s first major dedicated crypto fundraising framework and arrives just days after the SEC had abruptly cancelled a meeting where a vote on the measure was expected.

For crypto founders who have spent years navigating ambiguous securities rules, the two dollar thresholds are the headline numbers to watch. The smaller exemption caps cumulative raises at $5 million spread across four years, aimed at early-stage projects. The larger tier allows issuers to pull in as much as $75 million in a single 12-month cycle, a ceiling that puts it in the same territory as Regulation A+ offerings used by traditional startups.

Disclosure strings still attached

Neither exemption is a free pass from oversight. The SEC said issuers using either carve-out would still need to meet disclosure obligations designed to keep investors informed about the project and its token economics.

Projects that opt for the $75 million tier face a heavier compliance load: they must supply financial statements and comply with ongoing reporting requirements after the raise closes, rather than a one-time disclosure at issuance. That structure mirrors the tiered approach regulators already use for equity crowdfunding, but applies it specifically to “investment contracts involving crypto assets,” the SEC’s own phrasing for tokens that function like securities at launch.

Why the timing matters

The proposal’s arrival was notable for its abruptness. Reports indicate the Commission had scrapped a scheduled meeting shortly before that was expected to include a vote on this same framework, only to issue the rule text days later without the anticipated public session. That sequence has drawn attention because it breaks from the SEC’s more typical cadence of telegraphed rulemaking calendars.

For token issuers, the practical effect is a clearer, numbers-based on-ramp: instead of guessing whether a sale triggers full registration under existing securities statutes, a project can size its raise against the $5 million or $75 million thresholds and know upfront which disclosure track applies. Reporting also suggests the framework is intended to give tokens a defined path to eventually separate from their initial “investment contract” status once a network matures — a distinction crypto lawyers have pushed regulators to formalize for years.

What holders and builders should track next

The proposal is not yet final law; it now enters a rulemaking process that typically includes a public comment period before adoption. Investors evaluating early-stage token offerings should watch whether issuers disclose which exemption tier they are using, since that determines the level of financial reporting available to buyers.

For builders, the $75 million ceiling in particular could reshape how U.S.-based projects structure token generation events, potentially reducing reliance on offshore entities purely to sidestep registration costs. As with any proposed rule, the exact compliance mechanics — and whether the exemption amounts survive the comment process unchanged — remain to be seen.

Read more: Treasury Opens Stablecoin Rulemaking Under GENIUS Act, Bars Unlicensed Issuers

Sources

• u.today
• decrypt.co
• coindesk.com