Overview
- The SEC has proposed a new offering framework called Regulation Crypto Assets that would create a one-time $5 million startup exemption and a tiered 12-month fundraising lane of up to $75 million.
- The $75 million lane is split into lower and higher tiers, with the higher tier requiring audited financials, ongoing reporting, and limits on how much non-accredited investors may buy.
- The proposal includes a conditional safe harbor that would let a token stop being treated as an investment contract once the issuer’s promised managerial efforts are finished or permanently discontinued.
- The rule would preempt state securities registration for covered offerings and some secondary trades, but it does not include an innovation exemption and does not change registered-offering rules for tokenized equities.
- The proposal has been published in the Federal Register and opened a 60-day public comment period that will shape whether and how the rule is revised before any final version is adopted.