SEC proposal could revive ICO-style fundraising with $75 million cap

The U.S. Securities and Exchange Commission has formally proposed Regulation Crypto Assets, a bespoke framework for crypto-related investment contracts that could reopen a legal path for token fundraising in the United States without full securities registration. The proposal would create two Securities Act Section 5 exemptions: one allowing early-stage projects to raise up to $5 million over as long as four years with principles-based narrative disclosures, and another modeled in part on Regulation A+ that would permit raises of up to $75 million in any 12-month period with audited financial statements and ongoing reporting obligations. Offerings under both exemptions would remain subject to federal antifraud and antimanipulation provisions. The proposal also includes a conditional safe harbor under which a crypto asset would no longer be treated as part of an investment contract once the issuer has completed, or permanently ceased, the essential managerial efforts previously promised to investors. The SEC separately introduced the term "covered investment contract" to narrowly limit the framework to certain crypto-asset issuance scenarios and not tokenized securities or other asset-backed arrangements. The proposal would also redefine "qualified purchaser," which would preempt state registration and merit-review requirements for exempt offerings and related secondary trading. The rulemaking marks SEC Chair Paul Atkins' most significant substantive crypto-regulatory step so far and extends the agency's recent effort to move beyond sole reliance on the Howey test, which the proposal says fits poorly with digital assets whose characteristics can evolve over time. It also arrives as the CLARITY Act remains stalled in the Senate. Odaily cited Polymarket pricing showing the probability of the bill being signed into law by the end of 2026 falling from nearly 82% in February to an 18% to 21% range by mid-August. Senate Majority Leader submitted a cloture motion on Aug. 8 and set Sept. 15 for a procedural vote, though the bill would still need 60 votes. The proposal remains at the consultation stage and is unlikely to take effect within months, leaving the U.S. crypto issuance regime in a transitional period while rulemaking and legislation proceed on separate tracks.

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