SEC proposes first crypto-specific offering framework with $5M startup and $75M annual fundraising exemptions, plus safe harbor for sufficiently decentralized projects.
Regulation & Gov ·
The SEC has proposed a regulatory framework tailored to crypto assets, introducing exemptions designed to clarify offering requirements for token projects. The proposal includes a $5M exemption for startup-stage offerings, a $75M annual fundraising threshold, and a safe harbor provision that would shield sufficiently decentralized projects from classification as investment contracts. A 60-day comment period is now open.
The framework represents the agency's first crypto-specific offering regime, moving beyond prior enforcement-focused approaches. The safe harbor mechanism aims to address the ambiguity surrounding when a token project transitions from a security to a non-security asset, contingent on achieving sufficient decentralization. The exemption thresholds provide clearer capital-raising paths for earlier-stage and mid-stage token issuers operating in the United States.
Several aspects remain unresolved, including the specific metrics or criteria the SEC will use to determine whether a project has achieved "sufficient decentralization" and how the framework will interact with existing securities laws and state regulations. The final shape of the rule depends on feedback during the comment period and potential revisions before adoption.