Overview
- The SEC published the Regulation Crypto Assets proposal on Aug. 18–19, creating a one-time $5 million startup exemption and a tiered fundraising lane that allows up to $75 million in token sales every 12 months.
- The fundraising lane is split into a $20 million Tier 1 and a $75 million Tier 2, with Tier 2 issuers required to deliver audited financials, ongoing reporting, and limits that cap non‑accredited buyers at 10 percent of income or net worth.
- The rule includes a conditional safe-harbor that lets a token lose its status as an 'investment contract' once the issuing team finishes or permanently abandons the managerial efforts it had promised.
- The proposal would preempt state securities registration for covered offerings and certain secondary trades, opens a 60-day Federal Register comment period, and is likely months from a final rule while facing political pushback and legal risk.
- Market groups such as Grayscale say clearer rules could reopen a compliant U.S. path for token fundraising, but the omission of an 'innovation exemption' means tokenized equities and on‑chain trading of registered securities remain unresolved.