
Grayscale Research sees Reg Crypto reopening token-based fundraising in the U.S. Ethereum, Solana, and BNB Chain could see more activity. The proposal must pass SEC rulemaking first.
Grayscale Research said the SEC's proposed Regulation Crypto Assets could reopen token-based fundraising in the United States, giving issuers a clearer regulatory path and potentially boosting activity on major public blockchains.
The asset manager argued that clearer fundraising rules would encourage more token issuers to operate inside the U.S. rather than structuring offerings offshore. Many newer token launches have excluded American investors because of regulatory uncertainty, Grayscale noted in a research note.
More issuance could bring additional companies and investors onto public blockchains, Grayscale said. It identified Ethereum, Solana and BNB Chain as networks that could see increased activity if token fundraising expands.
That outcome is not guaranteed. The SEC has only proposed the rules. Market participants will need to assess final eligibility, disclosure and compliance requirements before judging how widely issuers could use the framework.
The SEC proposed Regulation Crypto Assets, or Reg Crypto, on Aug. 18. The framework creates rules designed specifically for companies raising capital through newly issued crypto tokens.
The proposal differs from tokenized stocks, which represent existing securities on blockchain networks. Reg Crypto focuses on new token offerings used to raise capital, an area that has faced regulatory uncertainty in the U.S. since the 2017 ICO boom.
The SEC proposal includes two exemptions. A startup exemption would let eligible projects raise up to $5 million over four years with lighter disclosure rules. A broader fundraising exemption would allow qualifying issuers to raise as much as $75 million during a 12-month period.
Projects using the larger exemption would face added disclosure requirements. Those could include financial statements and continued reporting when issuers cross specified fundraising thresholds. Federal antifraud and market manipulation rules would continue to apply.
Reg Crypto also proposes an “investment contract safe harbor.” Under certain conditions, an issuer could certify that it has permanently completed or ended the managerial work originally promised to investors.
That process could allow qualifying tokens to move outside investment-contract treatment once their underlying networks reach the required stage. SEC Chair Paul Atkins linked the approach to earlier safe-harbor work from Commissioner Hester Peirce.
The proposal arrives as Congress continues debating the CLARITY Act, which would establish broader federal rules for digital asset markets and divide oversight between the SEC and CFTC.
Grayscale said Reg Crypto could address parts of the regulatory gap while congressional negotiations continue. Still, the proposed framework must pass through the SEC's rulemaking process before any new token fundraising exemptions become available.
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