SEC Proposes "Regulation Crypto Assets" to Set New Ground Rules for U.S. Token Sales

The U.S. Securities and Exchange Commission has unveiled a proposal dubbed "Regulation Crypto Assets," aimed at providing clearer requirements for certain crypto-asset investment contracts and reshaping how token projects raise money in the United States. At the center of the proposal are two new fundraising exemptions that could offer crypto startups an alternative to full securities registration. One exemption would allow offerings of up to $5 million over a four-year period, paired with principles-based disclosures. A second exemption would let larger projects raise as much as $75 million in any 12-month period, with expanded financial disclosures and ongoing reporting requirements. The SEC said the framework is intended to create a regulated onshore route for capital formation, potentially reducing reliance on offshore structures that grew more common after the 2017 initial coin offering (ICO) boom. The proposal also outlines a conditional safe harbor that could allow certain crypto assets to fall outside the definition of an investment contract. Under the framework, tokens could exit the securities regime if issuers complete, or permanently stop, the essential managerial efforts that were promised to investors. The SEC said the approach builds on guidance issued in 2026 on how securities laws apply to crypto assets. The agency framed the proposal as part of broader efforts to bring greater clarity to digital-asset regulation after years of uncertainty over token classifications, while expanding opportunities for U.S. investors and lowering incentives for crypto firms to operate overseas. Public comments will be accepted for 60 days after the proposal is published in the Federal Register. If adopted, the rules could mark one of the most significant shifts in U.S. crypto fundraising, and industry attention is expected to focus on whether the final version preserves access to capital while strengthening investor protections.