
The SEC's proposed Regulation Crypto Assets lets projects raise up to $75M without full registration and later separate tokens from securities exposure.
WASHINGTON–The Securities and Exchange Commission has proposed new fundraising rules for crypto projects. One option would allow eligible issuers to raise up to $75 million without completing a full SEC registration.
The proposal goes beyond fundraising. It sets out how a token could eventually be separated from the securities offering used to finance its development.
Proposed Regulation Crypto Assets contains three routes for projects at different stages.
A startup could raise up to $5 million over four years through a one-time exemption. It would need to disclose details about the project and its leadership, though financial statements would not be required.
Two larger routes would cover offerings of up to $20 million and $75 million within 12 months. The disclosure burden increases with the amount raised. A project that wants the $75 million exemption would need audited financial statements.
Public advertising and sales would be allowed under the proposal. There are limits on how much some retail investors can invest.
SEC Chairman Paul Atkins said the rules aim to give crypto businesses clearer fundraising options under US securities law.
The SEC also addressed what happens after developers finish the work financed by an offering.
A project could file a notice stating it had completed the essential commitments made to investors, provided the required conditions were met. Once those conditions are satisfied, the SEC says other transactions involving the token could be treated separately from the original securities offering.
For qualifying projects, that provides a route beyond federal securities oversight.
The risk is that filing the notice could amount to an acknowledgment that the token had previously been linked to a securities offering. The SEC could also challenge a filing if the project had not completed the promised work or failed another condition.
The proposal would restrict some state-level registration requirements. State authorities would retain their powers to pursue fraud and other misconduct.
A 60-day public comment period will begin after the proposal appears in the Federal Register. None of the rules is final yet.
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