SEC Proposes New Crypto Rules With $5M, $75M Fundraising Caps

The proposal also covers certain secondary market transactions. That could reduce the incentive for projects to structure their offerings offshore to avoid US regulatory ambiguity, the SEC said.

This rule builds on the SEC’s March 17 interpretive release, which established a five-part token taxonomy and clarified how the Howey test applies to airdrops and staking. A 60-day public comment period will follow the proposal’s publication in the Federal Register.

The fundraising caps give projects concrete thresholds. The reporting requirements for larger raises bring crypto offerings closer to the disclosure standards traditional finance investors expect. The safe harbor defines a path from “this is a security” to “this is not a security anymore.”

By covering both primary offerings and certain secondary transactions, the SEC is attempting to bring offshore token sales back within its jurisdiction. The comment period closes later this fall.