The Securities and Exchange Commission on Wednesday proposed a new regulatory framework for crypto assets, a plan that would let eligible projects raise up to $75 million in any 12-month period without registering under the Securities Act. The proposal, filed under File Number S7-2026-27, also includes a conditional safe harbor that could treat certain crypto assets as outside the definition of an investment contract, depending on the issuer's actions. The move is the first major crypto rulemaking under SEC Chairman Paul Atkins and could reshape how startups fund themselves in the U.S.
What the framework would do
The proposal creates two exemptions from Section 5 registration. The larger one allows fundraising up to $75 million per year, while a separate startup exemption caps out at $5 million over four years. Both come with strings attached: issuers must provide principles-based narrative disclosures, stay subject to federal antifraud and antimanipulation rules, and those using the larger exemption also have to file financial statements and meet ongoing reporting requirements, with audits required at certain capital-raising thresholds.
The safe harbor piece is more conditional. A crypto asset could be deemed not subject to an investment contract if the issuer meets specified conditions, including certifying that it has ceased essential managerial efforts. That's a direct nod to the idea that a token's status can shift once a project truly decentralizes.
Atkins credits Peirce, pushes for legislation
In a statement, Atkins said the proposal is designed for non-security crypto assets that are currently wrapped in an investment contract. He argued that past SEC rules "impeded capital formation and innovation," driving investment offshore. He also credited Commissioner Hester Peirce's long-standing safe harbor proposal with laying the groundwork for this rulemaking.
Atkins added that legislation like the CLARITY Act remains "indispensable" for creating durable rules and protecting the SEC's work from being undone by future regulators. That's a signal he sees this as a stopgap, not the final word.
Comment period opens
The public now has 60 days after publication in the Federal Register to weigh in. That clock hasn't started yet, so the actual deadline will land sometime in late October or early November. Expect a heavy lobbying push from both industry groups and investor advocates.
Crypto thought leader Deepankar Kapoor said the framework could unlock a wave of well-disclosed, legitimate projects, and that platforms building due diligence now will capture the wave. No other external commentary was included in the proposal materials.
The rule is far from final, and the safe harbor conditions are strict enough that not every project will qualify. But for the first time in years, there's a concrete SEC pathway for crypto fundraising that doesn't start with a subpoena.
