The U.S. Securities and Exchange Commission (@SECGov) has proposed two registration-free fundraising routes for crypto issuers under a framework formally known as Regulation Crypto Assets, it
The U.S. Securities and Exchange Commission (@SECGov) has proposed two registration-free fundraising routes for crypto issuers under a framework formally known as Regulation Crypto Assets, its first-ever crypto-specific rulemaking.
A startup exemption would give early-stage projects a regulatory runway of up to four years, during which a project could raise up to $5 million while making principles-based disclosures to investors. A separate fundraising exemption permits raises of up to $75 million in each 12-month period, accompanied by audited financials and ongoing reporting. Together, the two tiers cover everything from seed-stage projects to larger protocol treasuries raising growth capital, without requiring a full SEC registration statement for each token sale.
The proposal would create a bespoke offering regime under the Securities Act for investment contracts involving crypto assets, replacing staff guidance and policy statements with more permanent regulations. The rules would also preempt state registration requirements, reducing the compliance burden on issuers operating across multiple jurisdictions.
A conditional investment contract safe harbor sits at the centre of the proposal. It would allow sufficiently decentralised tokens to exit securities classification entirely once a founding team has permanently ceased all essential managerial efforts and the network operates autonomously. This addresses a long-standing concern in the industry: that tokens sold as investment contracts carry a permanent securities-law shadow even after a network has matured.
The SEC voted on August 14 to advance Regulation Crypto Assets for public comment, beginning a formal rulemaking process. A proposal released for comment is not itself a final rule. The agency must still gather public input, revise the text as appropriate, and bring a final rule back to commissioners for a further vote. The public comment window runs 60 days from Federal Register publication.
Congress is pursuing a parallel path through the CLARITY Act, though a procedural vote on that legislation slipped to September 15, and its near-term prospects remain uncertain. For now, the SEC's rulemaking stands as the more immediate route to regulatory clarity for the crypto industry.
Sources:SEC Press Release: SEC Proposes New Regulation Crypto Assets (SEC.gov)U.S. SEC Sets Meeting to Propose Reg Crypto to Support Certain Digital Assets Offerings (CoinDesk)SEC Sets Aug. 14 Meeting on Crypto Offering Rules (Crypto.news)
