SEC Proposes Regulation Crypto Assets: $5M Startup and $75M Fundraising Exemptions
One-sentence hook
SEC finally publishes its long-anticipated Regulation Crypto Assets framework with concrete exemption amounts.
Three Key Information
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Startup Exemption: The proposal introduces a "Startup Exemption" allowing offerings of up to $5 million over a four-year period. Projects utilizing this exemption would be required to provide principles-based narrative disclosures.
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Fundraising Exemption: A second exemption permits offerings of up to $75 million during each 12-month period. Issuers relying on this exemption would need to provide financial statements, which would be required to be audited for Tier 2 offerings, and would be subject to ongoing reporting obligations.
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Public Comment Period: The proposal also includes a conditional safe harbor from the definition of "investment contract" under certain conditions, once an issuer has completed or ceased essential managerial efforts. The public comment period for this proposal will be open for 60 days following its publication in the Federal Register.
WangDou's Take
Translation: the SEC finally stopped waiting for Congress to act on crypto regulation and threw its own hat in the ring. The $5M startup exemption is essentially a "you-can-test-the-waters-but-don't-go-overboard" sandbox — small projects can raise without the full registration burden, but principles-based disclosures still apply. The $75M exemption is bigger and more structured, but still requires audited financial statements and ongoing reporting — so it's not a free-for-all. The 60-day comment period means this isn't final rulemaking yet; it's the SEC testing the waters to see where the pushback comes from. The conditional safe harbor once "essential managerial efforts" are completed is the most interesting part — it suggests a graduated approach where projects start as securities but can "graduate" out once they've done the compliance work. Whether this actually reduces offshore migration remains to be seen. If anything, it might just create more paperwork for everyone. But the direction is clear: the SEC prefers to regulate from within existing securities law rather than craft a new crypto-specific regime. That's a safer play for industry stability but means crypto teams still need good lawyers.
Source: SEC.gov、Bankless、The Defiant