SEC proposes new exemptions for crypto token offerings under Regulation Crypto Assets
VC & Fundraising ·
The proposal would let crypto projects raise funds outside standard securities registration through two new exemption tiers, and includes a conditional safe harbor for tokens to shed securities classification.
The Securities and Exchange Commission has proposed a rule called Regulation Crypto Assets, creating two exemptions for token offerings. One caps fundraising at $5 million over four years, while the other allows up to $75 million annually, with disclosure obligations that scale according to which tier an issuer uses. The framework marks a shift toward letting projects raise capital without full securities registration, according to Decrypt.
Central to the plan is a conditional safe harbor that could exclude certain crypto assets from being treated as securities, contingent on issuers completing the managerial efforts they promised to investors at the time of sale. That structure ties the exemption's durability to actual project delivery rather than the initial offering terms alone, a mechanism described in coverage from WuBlockchain.
The proposal also would preempt state securities registration requirements for offerings that qualify under the new exemptions, centralizing oversight at the federal level for deals structured this way. Separately, the framework has been characterized as opening a pathway for retail investors to participate in token sales, and for tokens to exit securities classification once a project reaches completion, per reporting summarized across the cluster.
Public comment on the rule will be open for 60 days once it is published in the Federal Register, giving market participants, state regulators, and legal observers a formal window to weigh in before any final version takes shape. Commissioner-level commentary on the proposal has also circulated, including remarks posted by Hester Peirce.
The proposal arrives amid broader regulatory discussion around digital assets in Washington, with additional detail on the overall framework tracked by outlets such as Leviathan News. Not yet resolved: how the safe harbor's completion requirement will be assessed in practice, whether the exemption caps will be adjusted before finalization, and how state regulators will respond to the preemption provision once the comment period concludes.