SEC proposes Regulation Crypto Assets with new capital-raising exemptions

Aug 18, 2026

The U.S. Securities and Exchange Commission has proposed "Regulation Crypto Assets," a new framework offering tailored capital-raising exemptions for digital token issuers. Announced by SEC Chairman Paul Atkins on August 18, 2026, the rules allow a startup exemption of up to $5 million over four years and a fundraising exemption of up to $75 million annually. The proposal also introduces a conditional safe harbor to delink tokens from investment contract status. This administrative action comes as the legislative Clarity Act remains stalled in the U.S. Senate.

SEC Regulation Crypto Assets proposal

▪The U.S. Securities and Exchange Commission's Regulation Crypto Assets proposal will enter a 60-day public comment period following its publication in the Federal Register.
▪The U.S. Securities and Exchange Commission proposed "Regulation Crypto Assets" on August 18, 2026, to establish a tailored regulatory framework for investment contracts involving digital assets.
▪The U.S. Securities and Exchange Commission approved the Regulation Crypto Assets proposal via a seriatim vote, where commissioners voted individually outside of a public meeting.
▪The U.S. Securities and Exchange Commission had previously canceled a scheduled August 14, 2026 meeting to consider the Regulation Crypto Assets proposal due to an unforeseen scheduling issue.

Startup exemption five million

▪Crypto projects utilizing the $5 million startup exemption would be required to make principles-based narrative disclosures and submit public filings at the start and end of the four-year period.
▪Under the proposed Regulation Crypto Assets, a startup exemption would allow crypto projects to issue up to $5 million in tokens over a four-year period without full Securities Act registration.

Fundraising exemption seventy-five million

▪Under the proposed Regulation Crypto Assets, a fundraising exemption would allow crypto projects to raise up to $75 million during any 12-month period.
▪The $75 million fundraising exemption is split into two tiers, with Tier 1 allowing up to $20 million and Tier 2 allowing up to $75 million in a 12-month period.
▪Crypto projects utilizing the $75 million fundraising exemption must provide financial statements, which must be audited for Tier 2, and comply with ongoing reporting requirements.

Investment contract safe harbor

▪The proposed safe harbor would preempt certain state securities registration and qualification requirements for primary offerings and certain secondary-market transactions.
▪The proposed Regulation Crypto Assets includes a conditional safe harbor that allows a digital asset to no longer be treated as an investment contract once the issuer has completed or permanently ceased all essential managerial efforts.

Congressional Clarity Act stalemate

▪U.S. Senate Majority Leader John Thune filed cloture on a motion to take up the CLARITY Act when lawmakers return in mid-September 2026.
▪The U.S. Securities and Exchange Commission proposed Regulation Crypto Assets after the U.S. Senate failed to advance the Digital Asset Market Clarity (CLARITY) Act before its August recess.

Trump administration crypto policy

▪U.S. Securities and Exchange Commission Chairman Paul Atkins stated that while the agency supports the proposed rules, federal legislation remains indispensable to enacting durable rules that cannot be unwound by future regulators.
▪Under the administration of President Donald Trump, the U.S. Securities and Exchange Commission has shifted toward a pro-crypto stance, dismissing prior lawsuits against major firms like Coinbase and Binance.