SEC's New Crypto Rule Lets Tokens Raise $75 Million And Eventually Stop Being Securities

The SEC’s proposal makes it easier for crypto projects to raise money in the US and sets out a safe harbour under which a token can stop being treated as part of an investment contract.

The US Securities and Exchange Commission proposed Regulation Crypto Assets on 18 August, offering crypto issuers two new exemptions from standard securities registration.

The first caps fundraising at $5 million over four years, the second allows up to $75 million in any 12 months. Both require issuers to give investors plain-language disclosures about the offering, while the larger exemption also requires financial statements and ongoing reporting after the sale.

The rule offers “clear pathways to raise capital under the federal securities laws,” SEC Chairman Paul Atkins said in the announcement.

With our new proposal, the SEC is taking the most historic step yet to modernize federal securities regulations for crypto assets.As the Crypto Capital of the World, the U.S. must and will lead. Regulation Crypto Assets will ensure that we do. 🇺🇸 pic.twitter.com/z0MmDF4doV

When a Token Can Stop Being a Security

At the heart of the proposal is the concept of a safe harbour addressing when a crypto asset stops 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. Once a team has completed, or permanently abandoned, the managerial efforts it promised investors, the underlying token could fall outside the investment-contract definition, even though the same token was sold as a security earlier in its life.

"Advancing this regulatory framework is a key element in our strategy to advance the rule books for the modern era and another step by the Commission to onshore innovation in crypto asset markets for generations to come,” Atkins said.

Built on a Taxonomy Set in March

The proposal extends an interpretation the SEC issued in March 2026, which split crypto assets into five working categories: digital commodities, collectables, tools, payment stablecoins and digital securities.

The CFTC has said it will apply the Commodity Exchange Act consistent with that interpretation, giving assets outside SEC jurisdiction a defined home under CFTC oversight instead.

For qualifying offerings and some secondary transactions, the SEC’s proposal would also pre-empt state securities registration requirements, reducing the number of separate state-level filings issuers would otherwise face.

Atkins has said the proposal isn’t meant to substitute for legislation. A lasting framework would still require Congress to pass comprehensive market-structure rules, an effort he has framed the proposal as complementing rather than pre-empting.

The rule isn’t final. A 60-day public comment period begins once the proposal is published in the Federal Register. The SEC has assigned it file number S7-2026-27 and Release No. 33-11434, with a comment form already live on the agency’s site.