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.

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、Bankless、The Defiant