SEC proposes $75M crypto fundraising exemption as Clarity Act stalls

The SEC proposed a framework Tuesday that would let crypto projects raise up to $75 million annually without full securities registration, the first formal onshore path for token sales since the 2017 ICO crackdown.

"Regulation Crypto Assets seeks to provide crypto asset entrepreneurs and market participants with clear pathways to raise capital under the federal securities laws," Paul Atkins, the SEC's Trump-appointed chair, said in a statement.

The proposal creates two exemptions from Securities Act registration. A startup lane allows raises of up to $5 million over four years with no accredited-investor requirement, while a fundraising tier permits up to $75 million per 12-month period with audited financials and ongoing reporting. Both paths require principles-based narrative disclosures and remain subject to antifraud and antimanipulation rules. The package also includes a conditional safe harbor that would remove a token from investment-contract classification once an issuer completes or abandons its promised managerial efforts.

The proposal arrives as the Digital Asset Market Clarity Act stalls in the Senate, where a procedural vote is scheduled for Sept. 15. Industry executives warn that agency-level rules offer a more fragile foundation than legislation and could be unwound by a future administration. The SEC will accept public comments for 60 days after the proposal is published in the Federal Register.

$5 Million Startup Lane, $75 Million Fundraising Tier

The startup exemption requires no financial statement filings and no cap on individual buy-ins, a structural echo of the 2017-era ICO model that regulators shut down after treating most token sales as unregistered securities offerings. The larger tier splits into two levels: up to $20 million per year in unaudited fundraising, and up to $75 million with financial auditing, both with continuing reporting requirements.

The proposal builds on a March interpretation issued jointly by the SEC and the Commodity Futures Trading Commission that categorized 18 leading cryptocurrencies as digital commodities rather than securities. It would also preempt state securities registration for qualifying offerings, removing a layer of compliance that has pushed many projects to route sales through offshore foundations or restrict buyers to non-US residents.

Clarity Act Vote Set for Sept. 15

The rulemaking comes as Congress struggles to pass the Digital Asset Market Clarity Act, which cleared the Senate Banking Committee in May but requires at least seven Democratic votes on the Senate floor. The Senate departed for recess without voting on the bill, and a procedural vote is scheduled for Sept. 15.

Industry trade groups welcomed the SEC's move. "Regulation Crypto Assets is an important step toward the clear, fit-for-purpose rules digital asset markets in the United States have needed for years," Summer Mersinger, CEO of the Blockchain Association, said. Cody Carbone, CEO of The Digital Chamber, said his group would "work with the SEC to ensure consumers and the digital assets industry can thrive onshore in the U.S."

Yet many industry executives worry that without legislation, a future administration could overturn or toughen the SEC's rules. The proposal's fundraising tiers also fall short of real-world capital needs — lending protocol Morpho raised $175 million in a single round this June, more than double the top tier's annual cap. Ethereum and Solana, the two largest loci of new project formation, stand to benefit most if the framework is finalized, though the link between on-chain activity and token returns remains weak.

This article is for informational purposes only and does not constitute investment advice.