SEC proposes Regulation Crypto Assets with $75 million fundraising exemption

The Securities and Exchange Commission (SEC) has proposed its Regulation Crypto Assets framework, including an exemption allowing startups to raise up to $5 million over four years and a broader route allowing eligible issuers to raise up to $75 million in any 12-month period. The proposal would require renewed offering documents, SEC staff review and annual and semiannual reporting for subsequent offerings, while non-accredited investors could invest no more than 10% of the greater of their annual income or net worth. It also includes a conditional investment contract safe harbor under which a token could eventually be treated as a non-security crypto asset after essential management efforts cease and a network becomes sufficiently decentralized. The proposal would clarify U.S. fundraising rules but leave potential securities treatment in secondary-market trading unresolved. SEC estimates suggest about 130 offerings a year could use the two exemptions and roughly 475 issuers could use the broader safe harbor. Public comments are due by October 20.

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