Key Takeaways
- • The Crowdfunding Professional Association (CfPA) submitted a comment letter dated October 20, 2026, on the SEC's proposed Regulation Crypto Assets (Regulation CA, File No. S7-2026-27), publicly available on the SEC website.
- • CfPA proposes "Presumptive Parity," a principle adopted in September 2026 holding that comparable capital-raising activities should face comparable requirements and benefits regardless of asset type, absent meaningful differences.
- • CfPA recommends raising the Regulation Crowdfunding offering cap from $5 million to $20 million per 12-month period, matching the proposed Regulation CA Fundraising Exemption ceiling for Tier 1 offerings.
- • The letter urges investor safeguards on the proposed $5 million Startup Exemption, including non-accredited investor investment limits, scaled financial disclosures, and a 12-month holding period for related persons.
- • CfPA asks the SEC to identify statutory authority for Rules 200, 400 and 500 and suggests deferring Rule 400 and secondary-market preemption until Congress acts where authority is lacking.
Summary
The Crowdfunding Professional Association (CfPA), a 501(c)(6) trade association supporting the regulated investment crowdfunding market, announced on October 26, 2026 that its October 20, 2026 comment letter on the U.S. Securities and Exchange Commission's proposed Regulation Crypto Assets (Regulation CA) is publicly available on the SEC website. The letter supports a tailored framework for crypto assets while recommending changes to strengthen investor protections and promote consistency across exempt securities offering pathways. CfPA President Brian Belley said, "We want crypto projects to have a workable path to raise capital here in the U.S." He added that the SEC should consider how all exemptions fit together, moving toward a coherent framework rather than "a patchwork of exemptions."
Central to the recommendations is Presumptive Parity, a principle CfPA adopted in September 2026. It holds that comparable capital-raising activities should carry comparable regulatory requirements and benefits regardless of asset type, unless meaningful differences justify different treatment.
On the proposed Startup Exemption, which would allow eligible issuers to raise up to $5 million over no more than four years through covered investment contracts involving crypto assets without many Regulation Crowdfunding (Reg CF) safeguards, CfPA recommends investment limits for non-accredited investors, proportionate independent third-party oversight for cash contributions, scaled financial disclosures, and a minimum 12-month holding period for related persons with additional sales limits. Non-cash distributions such as airdrops and protocol rewards would remain intermediary-free. The association also recommends EDGAR filing of disclosure amendments and a requirement that a U.S. entity be attached to the capital raise.
The proposed Regulation CA Fundraising Exemption would permit qualifying issuers to raise up to $20 million in a 12-month period under Tier 1, while Reg CF remains capped at $5 million despite its mandatory registered intermediary, investment limits, financial disclosures and resale restrictions. CfPA reiterates its call to raise the Reg CF limit to $20 million and asks the Commission to explain differences in financial reporting, communications and other requirements where comparable offerings are treated differently. For Tier 1 crypto offerings, CfPA recommends financial statements reviewed by an independent public accountant at minimum, and supports the proposed audited statements for Tier 2.
On safe harbors and preemption, CfPA recommends limiting proposed Rule 400's safe harbor to projects that fulfill their promised managerial efforts, with abandoned projects handled separately through EDGAR notice and disclosure of proceeds, use of funds, remaining treasury, related-person holdings and secondary sales. CfPA supports preemption of state securities registration requirements when adequate investor protections accompany it, and for Startup Exemption offerings recommends conditioning preemption on added protections, otherwise limiting it to the Fundraising Exemption. The letter asks the SEC to identify statutory authority for Rules 200, 400 and 500, and where authority is lacking, to consider deferring affected components, including at least Rule 400 and secondary-market preemption, until Congress acts.
Central to the recommendations is Presumptive Parity, a principle CfPA adopted in September 2026. It holds that comparable capital-raising activities should carry comparable regulatory requirements and benefits regardless of asset type, unless meaningful differences justify different treatment.
On the proposed Startup Exemption, which would allow eligible issuers to raise up to $5 million over no more than four years through covered investment contracts involving crypto assets without many Regulation Crowdfunding (Reg CF) safeguards, CfPA recommends investment limits for non-accredited investors, proportionate independent third-party oversight for cash contributions, scaled financial disclosures, and a minimum 12-month holding period for related persons with additional sales limits. Non-cash distributions such as airdrops and protocol rewards would remain intermediary-free. The association also recommends EDGAR filing of disclosure amendments and a requirement that a U.S. entity be attached to the capital raise.
The proposed Regulation CA Fundraising Exemption would permit qualifying issuers to raise up to $20 million in a 12-month period under Tier 1, while Reg CF remains capped at $5 million despite its mandatory registered intermediary, investment limits, financial disclosures and resale restrictions. CfPA reiterates its call to raise the Reg CF limit to $20 million and asks the Commission to explain differences in financial reporting, communications and other requirements where comparable offerings are treated differently. For Tier 1 crypto offerings, CfPA recommends financial statements reviewed by an independent public accountant at minimum, and supports the proposed audited statements for Tier 2.
On safe harbors and preemption, CfPA recommends limiting proposed Rule 400's safe harbor to projects that fulfill their promised managerial efforts, with abandoned projects handled separately through EDGAR notice and disclosure of proceeds, use of funds, remaining treasury, related-person holdings and secondary sales. CfPA supports preemption of state securities registration requirements when adequate investor protections accompany it, and for Startup Exemption offerings recommends conditioning preemption on added protections, otherwise limiting it to the Fundraising Exemption. The letter asks the SEC to identify statutory authority for Rules 200, 400 and 500, and where authority is lacking, to consider deferring affected components, including at least Rule 400 and secondary-market preemption, until Congress acts.
Go deeper than the headline
Research every firm in this story, track the ones that matter and get the daily briefing — free for 7 days.