CryptoSlate
The SEC's proposed Regulation Crypto Assets opens a $75 million fundraising ceiling, while a Senate market-structure framework builds in a greater-of-$50 million-or-10% formula for "ancillary assets" under Section 103 of the CLARITY Act. The numbers look comparable, but they attach to different legal mechanisms, qualifying instruments, and post-sale rights. For issuers weighing a token launch, the operative divide is which path covers their asset, not which ceiling is bigger.
Why it matters
The SEC route creates exemptions by rule and offers two tracks: a "startup" exemption capped at $5 million over four years, or the larger offering-and-reporting exemption allowing $75 million in 12 months. That bigger tier requires audited financials, continuing reports, federal preemption of state registration, and a 10% financial-capacity cap on individual purchasers. The Senate framework takes a different cut. Section 103 exempts qualifying transactions in ancillary assets sold under an investment contract, with annual capacity set at the greater of $50 million or 10% of the issuer's outstanding ancillary-asset value over a four-year window, capped at $200 million aggregate. The asset category itself differs: the SEC proposal covers "qualifying crypto-asset offerings," while the Senate text targets transactions tied to investment contracts on ancillary assets.
Market impact
Investor rights diverge sharply. The SEC's larger proposed route carries no general resale restriction, while Section 103 preserves Securities Act Section 12(a)(2), Exchange Act Section 10(b) and Rule 10b-5, with resale conditions aimed at related persons and coordinated-control holders rather than the broader float. A token sale that fits one route may not fit the other. Federal preemption is explicit in the SEC proposal; the Senate text's preemption scope must be read from the bill as a whole. Neither route is available yet: the SEC plan stays open for public comment through Oct. 20, 2026, and the Senate text still carries its own implementation timeline. For issuers and counsel, the right question is which asset qualifies, not which dollar cap is higher.
Frequently asked questions
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What is the SEC's $75 million crypto fundraising exemption?
It is part of the SEC's proposed Regulation Crypto Assets, which would create a rule-based offering-and-reporting exemption allowing qualifying crypto-asset issuers to raise up to $75 million in a 12-month period, paired with audited financials, continuing reports and a 10% cap on individual purchasers.
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How does Senate Section 103 differ from the SEC proposal?
Section 103 of the Senate's CLARITY Act is a statutory exemption for transactions in ancillary assets sold under an investment contract, with annual capacity set at the greater of $50 million or 10% of the issuer's outstanding ancillary-asset value over four years, capped at $200 million aggregate.
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Are either of these crypto fundraising paths available right now?
No. The SEC proposal remains open for public comment through Oct. 20, 2026, and the Senate framework is unfinished legislation with its own effective-date and implementation provisions.
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How do investor rights differ between the two paths?
The SEC's larger route has no general resale restriction. Section 103 preserves federal liability under Securities Act Section 12(a)(2), Exchange Act Section 10(b) and Rule 10b-5, and places resale conditions on related persons and coordinated-control holders rather than the broader float.
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Can an issuer use both paths at the same time?
The texts leave room for coexistence: the SEC proposal describes its exemptions as nonexclusive, and the Senate bill creates a targeted statutory route. A final law could direct, narrow or supersede portions of the SEC framework, so issuers would need to confirm each path's conditions independently.
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