The U.S. Securities and Exchange Commission has put forward Regulation Crypto Assets, a proposed framework designed to give crypto asset issuers tailored exemptions from Securities Act registration. Under the plan, eligible projects could raise up to $75 million in any 12-month period without registering the offering, while a separate startup exemption would allow up to $5 million over four years with principles-based narrative disclosures.
The proposal also includes a conditional safe harbor under which a crypto asset could be deemed not subject to an investment contract if specified conditions are met. Issuers using the larger fundraising exemption would be required to provide financial statements and comply with ongoing reporting requirements, while preserving antifraud and antimanipulation provisions.
SEC Chairman Paul Atkins said the approach is intended for non-security crypto assets that are subject to an investment contract, arguing previous SEC rules were not designed with those assets in mind. He credited Commissioner Hester Peirce's long-standing safe harbor proposal with laying much of the groundwork and said legislation remains indispensable for durable rules; the SEC will continue supporting Congress in delivering the CLARITY Act to President Trump. Comments on File Number S7-2026-27 are due within 60 days after publication in the Federal Register.
The proposal follows the SEC's 45th Annual Small Business Forum in March 2026, whose report was published last month. Recommendations there included modernizing regulation of crypto assets that are securities, expanding the accredited investor definition, and raising the Regulation Crowdfunding annual limit from $5 million to $20 million. All current SEC Commissioners participated, with Commissioner Mark T. Uyeda calling small businesses the "cornerstone of the American economy."
Sherwood Neiss, founder of Crowdfund Capital Advisors and GUARDD, urged the Commission to use its existing authority to raise the Reg CF cap. He said Reg CF companies have generated an estimated $42.5 billion in economic activity since 2016, and that a $20 million cap with inflation indexing would create a capital ladder without abandoning community investors. Neiss pointed to the exempt offering pathways rulemaking on the SEC's October agenda as the vehicle for the change.
Deepankar Kapoor, Chief Growth Officer for Global Markets at eXchange1, said the new framework could unlock a phase of more mature growth, with a defined $75 million tier and real financial reporting likely bringing a wave of well-disclosed, legitimate projects to market over the next year or so.
