The U.S. Securities and Exchange Commission is pitching a new rulebook that would let crypto projects raise between $5 million and $75 million under federal securities law, without triggering the full registration requirements that have driven builders offshore for four years.
The proposal, formally titled Regulation Crypto Assets, was published August 18 but is drawing fresh attention this week as SEC Chair Paul Atkins campaigns for it on broadcast media and ties it to a broader push for legislative certainty. In its current form, the framework remains proposed rulemaking. It would bind token issuers only if the Commission votes to finalize it after a 60-day public comment period.
Atkins told Fox Business that he expects the related CLARITY Act to advance in the Senate around September 15, framing both the SEC’s own rulemaking and congressional legislation as parallel tracks aimed at the same goal: bringing crypto capital formation back to the United States.
Two Tiers, Different Stakes
The plan hinges on two exemptions from the Securities Act of 1933. The first, a one-time exemption, would permit offerings of up to $5 million over a four-year window. The second allows offerings of up to $75 million during each 12-month period. Both tiers require issuers to provide principles-based narrative disclosures to investors, but neither forces the kind of full S-1 registration that traditional equity offerings demand.
For context, those numbers are calibrated to the crypto market’s actual fundraising patterns. Most early-stage token projects raise between $1 million and $10 million in their initial rounds, with later-stage protocols occasionally hitting $50 million or more. The $75 million ceiling would cover nearly every legitimate token launch while still requiring disclosure for anything material.
The proposal also includes a conditional safe harbor that would allow a crypto asset to exit securities status entirely once a project finishes development or formally abandons its roadmap. If the conditions are met, the token would no longer constitute an investment contract under the definitions in the Securities Act of 1933 and the Securities Exchange Act of 1934. The safe harbor would also preempt state securities law registration and qualification requirements, giving projects a single federal pathway rather than navigating a patchwork of state regulators.
Enforcement-By-Lawsuit Era
Atkins has framed the two exemptions as a correction to what he describes as four years of regulatory overreach. In his August 18 statement, he blamed “regulation by enforcement” for pushing crypto innovators abroad, arguing that the prior administration offered “disingenuous” invitations to register while measuring token sales against securities statutes from the 1930s that were never designed for digital assets.
The numbers support his claim about the exodus. The most active token-launch ecosystems now sit in Singapore, Dubai, and Switzerland, where regulators have published explicit frameworks for digital asset issuance. American founders who stayed often did so by structuring projects through offshore entities, creating a situation where U.S. investors participate in crypto markets but the domestic economy captures little of the value creation.
“We can’t fool ourselves,” Atkins said in broadcast remarks. American investors can move capital across borders with a few clicks, he argued, so blocking domestic activity under domestic law only pushes activity further offshore. The practical impact, he said, is that the United States loses both tax revenue and talent to jurisdictions that adopted clear rules first.
Atkins cast the blame broadly: the prior administration’s four-year tenure pushed innovators to build products, from metaverse platforms to restaking services, and to raise funds outside the country. The token launches that served as the primary fundraising mechanism for the industry were forced offshore, meaning early-stage capital could not legally form in the United States at all.
CLARITY Act as the Real Prize
Atkins has been careful not to treat his agency’s rulemaking as sufficient on its own. He is pressing Congress to pass the CLARITY Act, a bill that would divide crypto oversight between the SEC and the Commodity Futures Trading Commission, allocating jurisdiction in a way that exchanges and issuers have long sought.
Only legislation, he contends, can lock in durable rules that a future SEC cannot reverse by policy shift alone. The Senate is expected to consider the bill around September 15, the same week as the FOMC meeting. Atkins told Fox Business he expected the measure to move forward and expressed hope it would pass and be signed into law by President Trump.
Prediction-market pricing, however, shows the odds of the CLARITY Act being signed into law in 2026 have been sliding on Polymarket. The bill faces potential friction over DeFi provisions, stablecoin language, and the reconciliation process between Senate and House versions. Lawmakers could still disagree on enforcement mechanisms, particularly around decentralized protocols that do not fit neatly into either agency’s traditional jurisdiction.
The proposal’s own limitations are worth noting. It is explicitly proposed rulemaking, not a finalized regulation. It sets no compliance deadline. It would apply only to issuers seeking onshore capital-raising relief under the new exemptions. Existing tokens and projects would not be automatically covered. Until the Commission votes to finalize, the market impact runs through expectations rather than obligations.
For crypto markets, the question is whether either the SEC’s rulemaking or Congress’s legislation delivers legal certainty before another cycle of projects re-domiciles abroad. The $3.52 billion in August spot Bitcoin ETF inflows suggests institutional appetite remains strong, but that demand is flowing through existing products rather than into new domestic token launches.
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