SEC proposes $75M token fundraising rule as CFTC clears BTC perps

US regulators moved on two fronts in three months: the CFTC cleared leveraged Bitcoin futures while the SEC proposed a legal route for token fundraising.

The SEC proposed a framework on Aug. 18 that would let crypto projects raise up to $75 million a year from US investors, three months after the CFTC approved the first Bitcoin perpetual contract for a regulated exchange.

Clearer rules could reopen a compliant path for token-based fundraising that shifted offshore during the ICO era, Zach Pandl, head of research at Grayscale, said.

The proposal, docketed as S7-2026-27, creates two registration exemptions under Section 5 of the Securities Act of 1933. A startup exemption allows early-stage projects to raise up to $5 million over four years with narrative disclosure only and no audit requirement. A fundraising exemption, modeled on Regulation A+, permits up to $75 million in any 12-month period with audited financial statements and ongoing reporting. Both tiers remain subject to federal anti-fraud provisions.

The framework follows the CFTC's May 29 approval of a cash-settled Bitcoin perpetual contract on a regulated US exchange, the first of its kind. If adopted, the SEC rules could pull token issuance back onshore and drive activity across Ethereum, Solana, and BNB Chain, Grayscale said.

Two exemptions, one safe harbor

The proposal also includes an investment contract safe harbor. Once an issuer completes or permanently ceases the "essential managerial efforts" it promised investors, the token can shed its securities status and trade without registration or lock-up restrictions. The SEC defined a new term, "covered investment contract," limiting the framework to crypto assets that are not themselves securities and do not involve other assets.

Why the SEC moved before Congress

The proposal is a direct response to the stalled CLARITY Act. The bill, once seen as the industry's legislative solution, has failed to secure enough Senate votes, with Polymarket pricing for passage by end-2026 falling from a February peak near 82 percent to the 18-21 percent range by mid-August. White House crypto policy advisor Patrick Witt said at the SALT conference that regulators "won't wait forever" if the September legislative window fails.

What happens next

The rule enters a 60-day public comment period before the SEC decides whether to adopt a final version. There is no statutory deadline; similar rules have taken months to more than a year from proposal to adoption. Commissioner Hester Peirce, who leads the agency's Crypto Task Force, plans to depart in November 2026, which could affect momentum.

The contrast is stark: US investors can already trade leveraged Bitcoin futures onshore, yet founders remain legally blocked from raising public funds under rules written for token networks. If the SEC framework survives the comment process, it would give builders a credible route to capital formation — and give regulators a clearer line for enforcement when projects ignore it.

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