SEC proposes $5 million and $75 million crypto offering exemptions

The US Securities and Exchange Commission proposed Regulation Crypto Assets on 18 August, its first bespoke offering regime for crypto tokens after nearly a decade of regulating the sector mainly through informal guidance and enforcement. The proposal creates two exemptions from Securities Act registration: a startup exemption allowing up to $5 million in token sales over four years, and a fundraising exemption permitting up to $75 million annually, provided issuers supply audited financial statements and meet ongoing reporting requirements.

The rule also includes a conditional safe harbor for issuers that complete or permanently halt the managerial efforts they promised under an investment contract, along with preemption of certain state securities registration and qualification requirements. Public comment on the proposal remains open for 60 days after its publication in the Federal Register.

A safe harbor tied to finishing promised work gives issuers a defined exit from securities status, rather than the open-ended uncertainty that has shaped token offerings under enforcement-led oversight.