SEC Proposes “Crypto Asset Regulation” Framework

The SEC has just formally proposed Crypto Asset Regulationa new offering framework that would allow crypto projects to raise up to $5 million through a one-time startup exemption or up to $75 million annually through a tiered fundraising exemption.

What’s the scoop?

• Exemptions: The startup route allows $5 million over four years with no accredited investor requirement or cap per investor. The fundraising pathway allows $75 million every 12 months, split into a Tier 1 of $20 million and a Tier 2 of $75 million, with Tier 2 issuers requiring audited financial statements and ongoing reporting, and non-accredited buyers capped at 10% of income or net worth. Tokens sold in either path would not be subject to a rules-based resale block.
• The safe harbor: Once a team completes, or permanently abandons, the management work it had promised, its token may permanently lose its “investment contract” status – a formalized version of the concept first floated in the SEC’s interpretive guidance in March. The rule would also prevent securities registration at the state level for these offerings and certain secondary transactions.
• What’s missing: The SEC’s separate “innovation exemption,” meant to allow companies to tokenize real-world securities like stocks and trade them on-chain, was not part of Tuesday’s release. The agency has explicitly stated that it will not touch registered offering rules for “digital securities” this round, so tokenized shares on public blockchains remain unaddressed.
• Why this delay: CoinDesk reported The tokenization element was expected to land alongside the fundraising rule before the SEC abruptly canceled a meeting on August 14. The delay is related to White House concerns about confusing live discussions of the CLARITY Act, internal questions about the SEC’s own statutory authority, and Wall Street’s SIFMA’s objection to the use of an exemption for market structure changes.
• The Congress comparison: The Senate’s CLARITY project, still stuck in negotiation, uses entirely different numbers: up to $50 million per year and $200 million cumulatively without full registration. The SEC and Congress are effectively racing toward the same goal on different paths.
• Zoom out: This new proposal is actually an upgrade to ICO fundraising, not the “chain stocks” moment that markets have been waiting for. This coin is still stuck behind political resistance and TradFi. The 60-day comment window opens once the proposal reaches the Federal Register, with a final rule realistically months away.