SEC and Congress propose different crypto fundraising rules with varying limits and conditions

Two separate crypto fundraising paths emerge from SEC and Congress

The U.S. Securities and Exchange Commission (SEC) and Congress have proposed different rules for crypto fundraising, each with its own limits and conditions. Neither is currently in effect.

The SEC’s proposed Regulation Crypto Assets includes a $75 million exemption for certain crypto-asset offerings, while Congress’s draft CLARITY Act outlines a separate framework for transactions involving ancillary assets, with a limit based on the greater of $50 million or 10% of the issuer’s outstanding ancillary-asset value.

Key differences in the proposals

• The SEC proposal offers two exemptions: a $5 million limit over four years for startups and a $75 million limit in a 12-month period with disclosure and reporting duties.
• The Senate framework sets an annual limit of the greater of $50 million or 10% of the issuer’s outstanding ancillary-asset value, with a $200 million aggregate cap.
• The SEC route includes purchaser caps and federal preemption of state registration requirements, while the Senate text preserves certain federal liability provisions and private rights of action.
• Resale rules differ: the SEC’s larger exemption has no general holding period, while the Senate imposes conditions on sales by insiders and coordinated control groups.

What is confirmed

The SEC’s proposal is open for public comment until October 20, 2026, and remains a draft rule. The congressional framework is part of unfinished legislation and is not yet law. Both paths cover different types of assets and transactions, with distinct eligibility, reporting, and investor protection requirements.

The SEC’s $75 million exemption applies to qualifying crypto-asset offerings, while the Senate’s framework targets ancillary assets sold under an investment contract. The two are not interchangeable, and an issuer may qualify for one but not the other.

Why the distinction matters

The choice between the two paths depends on more than just the amount an issuer wants to raise. Legal eligibility, asset type, transaction structure, and investor rights all play a role. For example, the SEC’s route includes purchaser limits and ongoing reporting, while the Senate’s framework ties its limit to the value of outstanding ancillary assets and preserves certain legal liabilities.

If both were to become law, issuers and their legal teams would need to carefully assess which path aligns with their goals and compliance capabilities.

What happens next

The SEC’s proposal is subject to a public comment period ending on October 20, 2026. The congressional framework remains under discussion as part of the CLARITY Act and is not yet finalized. Until either is adopted, neither path is available for use.

Sources

• CryptoSlate