Why the SEC’s $75 million crypto path is not the same deal Congress is offering

The SEC’s proposed Regulation Crypto Assets offers a $75 million fundraising ceiling. A Senate market-structure framework starts with a greater-of-$50-million-or-10% formula. Those numbers look comparable, but they attach to different legal mechanisms.

The SEC proposal would create exemptions by rule for certain crypto-asset offerings. Section 103 of the Senate’s version of the CLARITY Act would create a statutory exemption for certain transactions involving ancillary assets sold pursuant to an investment contract. The distinction changes which issuers and instruments qualify, what buyers receive, and how the two paths could interact.

Neither route is currently available. The SEC proposal remains subject to public comment through Oct. 20, 2026, while the congressional framework remains unfinished legislation.

Different legal objects create different fundraising paths

The SEC proposal describes two routes. A limited “startup” exemption would allow up to $5 million over a four-year period. A separate offering-and-reporting exemption would permit up to $75 million in a 12-month period, paired with disclosure and continuing-reporting duties.

The Senate text takes a different approach. Its Section 103 would exempt qualifying transactions in “ancillary assets” sold under an investment contract. The annual amount would be the greater of $50 million or 10% of the total dollar value of the issuer’s outstanding ancillary assets, measured during a four-year period. An issuer could not exceed $200 million in aggregate sales under the exemption.