A separate policy lane came from SEC Chair Paul Atkins. In March, he outlined personal ideas for startup, fundraising and investment-contract safe harbors, including a fundraising limit of “say $75 million” in 12 months. His remarks expressly presented the framework as his own thinking. The figure remains an illustration rather than an approved Commission ceiling, and the SEC's rulemaking index showed no published Regulation Crypto proposal as of Aug. 14.
For a development-stage issuer, that distinction reaches the timing of the raise. Buyers funding promised software, network growth or management activity can be purchasing an investment contract even when the transferable unit is a non-security crypto asset. Compliance attaches to the launch transaction when capital is raised. The possibility that the token will later trade separately cannot replace registration or an exemption for that original transaction.
The launch routes available now
Issuers whose token sales create investment contracts can still raise capital. The route determines who may buy, whether the offering can be marketed publicly, how much can be raised and which disclosures or intermediaries are required.
| Pathway | Capital available | Main boundary |
|---|
| Registered offering | No offering-size cap | The registration statement must become effective before sales, followed by applicable public-company obligations. |
| Rule 506(b) | No offering-size cap | General solicitation is prohibited; purchaser and disclosure conditions apply when non-accredited investors participate. |
| Rule 506(c) | No offering-size cap | General solicitation is permitted, but every purchaser must be accredited and the issuer must take reasonable verification steps. |
| Rule 504 | $10 million in 12 months | Issuer eligibility, state-law requirements and offering conditions apply. |
| Regulation Crowdfunding | $5 million in 12 months | The offering must use a registered broker-dealer or funding portal. |
| Regulation A | $20 million for Tier 1 or $75 million for Tier 2 in 12 months | The SEC must qualify the offering, with applicable disclosure and reporting requirements. |
| Regulation S | Qualifying offers and sales outside the United States | Domestic retail sales require another legal basis. |
The SEC's offering-pathways guidance and exempt-offerings overview show the practical split. Rules 506(b) and 506(c) support private or accredited-investor capital without an offering cap, while Regulation Crowdfunding and Regulation A provide forms of broader access with dollar ceilings and added process. Rule 504 serves smaller raises. Regulation S separately covers qualifying offers and sales outside the United States.
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Token projects can also face crypto-specific disclosure work within those general routes. A nonbinding Division of Corporation Finance staff statement says the relevant topics depend on the facts and materiality. They can include development milestones and funding needs, holder rights and transfer restrictions, token supply, technical and cybersecurity risks, financial statements, and code exhibits when code memorializes holder rights.
The practical dividing line is the fundraising transaction. A sale that falls outside an investment contract may avoid Securities Act registration for that transaction. A team financing unfinished work through promises of essential managerial effort must use a registered or exempt offering at launch, even if the token later separates from the investment contract.
Congress's proposed alternative
Congress has placed a tailored crypto fundraising route into legislative text, though issuers cannot use it today. The Senate Banking Committee released H.R. 3633 text ahead of markup and advanced the measure 15-9 in May. The official GovInfo record identifies it as reported in the Senate rather than enacted.
Senator Cynthia Lummis released updated text in July that would direct the SEC to create Regulation Crypto. For qualifying investment-contract transactions involving ancillary assets, the draft proposes an exemption for the greater of $50 million per calendar year for up to four years or 10% of outstanding ancillary-asset value, subject to a $200 million aggregate cap. It also proposes initial disclosures and a notice of reliance at least 30 days before the first covered offer.
Those mechanics belong to proposed legislation, separate from Atkins's illustrative $75 million concept and from any future SEC proposal. They would become relevant only after enactment and the rulemaking required by the bill.
For now, March guidance helps determine when a token is separate from an investment contract. Crypto fundraising for promised development work still runs through existing offering rules. The next agency signal would be a new meeting date or a published proposal on the SEC's meeting page or rulemaking index. Until then, investor eligibility, intermediary requirements, disclosure costs and resale conditions continue to shape which token launches can proceed.
