Key Takeaways
- • The Crowdfunding Professional Association (CfPA) submitted an October 20, 2026 comment letter on the SEC's proposed Regulation Crypto Assets (Regulation CA), File No. S7-2026-27, now publicly available on the SEC website.
- • CfPA's central recommendation is "Presumptive Parity," a principle adopted in September 2026 holding that comparable capital-raising activities should face comparable requirements and benefits regardless of asset type.
- • The proposed Startup Exemption would allow raises of up to $5 million over four years without many Regulation Crowdfunding safeguards; CfPA urges investment limits for non-accredited investors, independent oversight, scaled disclosures, and a 12-month holding period for related persons.
- • The proposed Regulation CA Fundraising Exemption would permit up to $20 million in a 12-month period under Tier 1, while Reg CF remains capped at $5 million; CfPA renewed its call to raise the Reg CF limit to $20 million.
- • CfPA asks the SEC to identify statutory authority for Rules 200, 400 and 500 and suggests deferring components, including at least Rule 400 and secondary-market preemption, until Congress acts if authority is lacking.
Summary
The Crowdfunding Professional Association (CfPA), a 501(c)(6) trade association, announced that its October 20, 2026 comment letter on the U.S. Securities and Exchange Commission's proposed Regulation Crypto Assets (Regulation CA), File No. S7-2026-27, is publicly available on the SEC website. According to the release, the letter supports a tailored framework for crypto assets while recommending changes to strengthen investor protections and promote consistency across exempt securities offering pathways.
Central to the association's position is Presumptive Parity, a regulatory principle CfPA adopted in September 2026. Under this principle, comparable capital-raising activities should carry comparable regulatory requirements and benefits regardless of asset type, unless meaningful differences justify different treatment. CfPA President Brian Belley said the SEC should consider how all the exemptions fit together, describing the goal as a coherent framework rather than "a patchwork of exemptions."
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, 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 under the recommendation. The letter also urges disclosure amendments filed on EDGAR and a requirement that a U.S. entity be attached to the capital raise.
For the proposed Regulation CA Fundraising Exemption, which would permit up to $20 million in a 12-month period under Tier 1, CfPA notes that Reg CF remains capped at $5 million despite its mandatory registered intermediary, investment limits, financial disclosures and resale restrictions. The association 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 a minimum, while supporting audited statements for Tier 2.
On safe harbors, preemption and legal authority, CfPA recommends limiting proposed Rule 400's safe harbor to projects that fulfill their promised managerial efforts, with abandoned projects addressed 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. The letter asks the SEC to identify statutory authority for Rules 200, 400 and 500, and where authority is lacking, suggests considering deferral of affected components, including at least Rule 400 and secondary-market preemption, until Congress acts.
Central to the association's position is Presumptive Parity, a regulatory principle CfPA adopted in September 2026. Under this principle, comparable capital-raising activities should carry comparable regulatory requirements and benefits regardless of asset type, unless meaningful differences justify different treatment. CfPA President Brian Belley said the SEC should consider how all the exemptions fit together, describing the goal as a coherent framework rather than "a patchwork of exemptions."
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, 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 under the recommendation. The letter also urges disclosure amendments filed on EDGAR and a requirement that a U.S. entity be attached to the capital raise.
For the proposed Regulation CA Fundraising Exemption, which would permit up to $20 million in a 12-month period under Tier 1, CfPA notes that Reg CF remains capped at $5 million despite its mandatory registered intermediary, investment limits, financial disclosures and resale restrictions. The association 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 a minimum, while supporting audited statements for Tier 2.
On safe harbors, preemption and legal authority, CfPA recommends limiting proposed Rule 400's safe harbor to projects that fulfill their promised managerial efforts, with abandoned projects addressed 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. The letter asks the SEC to identify statutory authority for Rules 200, 400 and 500, and where authority is lacking, suggests considering deferral of affected components, including at least Rule 400 and secondary-market preemption, until Congress acts.
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