SEC proposes $75M token securities framework

TLDR

The SEC has proposed a new Regulation Crypto Assets that would let qualifying token projects raise up to $75 million under a structured securities framework.

1. The proposal creates tiered fundraising exemptions, including a top tier that allows up to $75 million in token investment contracts with strict disclosure and reporting.
2. It aims to regulate the token fundraising lifecycle, including a process to end the tokens securities contract once promised development work is complete.
3. Nothing is in force yet; crypto users should watch the comment period, the CLARITY Act vote, and which projects try to use this regime first.

Deep Dive

1. Framework And Fundraising Tiers

The SECs proposed Regulation Crypto Assets sets three main paths for issuers, including a top tier that caps fundraising at $75 million over 12 months for qualifying token projects. A CoinsKid community explainer details exemptions at roughly $5 million, $20 million, and $75 million, each tied to specific filing, disclosure, and financial statement requirements, with audited accounts required at the largest tier and investor caps for non accredited buyers in some tiers.

A separate analysis notes that the framework treats certain token sales as investment contracts, pairing fundraising with ongoing reporting and a conditional safe harbor, rather than just a one time exemption. This is meant to give crypto teams a clear, rules based fundraising route under securities law, instead of relying on ad hoc enforcement or informal guidance.

2. Lifecycle, Clarity And Limits

The proposal focuses on the securities contract around a token sale, not on declaring every token itself a permanent security. One detailed breakdown of the path to end the tokens securities contract explains that issuers could eventually file a termination form once essential development work is complete or permanently ceased, allowing later token transfers to be treated separately from the original investment bargain.

At the same time, the regime is demanding. Issuers must disclose token supply, release schedules, governance, smart contract permissions, and project progress, and larger tiers require audited financials and ongoing annual and semiannual reports. The proposal excludes exchanges, brokers, custodians, and fully tokenized securities from these exemptions, so it does not solve all market structure questions. Compliance costs may be high enough that mainly well funded or more mature teams can realistically use the framework.

3. Timeline And Regulatory Context

The rule text has been released for public comment and must go through the SECs formal rulemaking process before any project can rely on it. Reporting notes a roughly 60 day comment window and makes clear that the $75 million path is unavailable until a final rule is adopted. In parallel, Congress is moving on the Digital Asset Market Clarity Act, with a key Senate cloture vote scheduled for September, and CFTC and SEC officials signaling they may push out additional crypto rules if legislation stalls.

For crypto users and builders, the next signals to watch are: 1) how aggressively industry comments push to soften or clarify the framework, 2) whether the CLARITY Act advances or fails, and 3) which large US based projects, if any, announce plans to use Reg Crypto style offerings once the rule is closer to final.

Conclusion

The proposed $75 million token securities framework is an attempt to turn years of case law and guidance into a formal, cradle to exit regime for token fundraising. If it survives the comment process in workable form, projects that follow it could gain clearer regulatory status, while those that stay outside it may face a sharper contrast in legal risk and venue access. The decisive period will be the coming months, when both Congress and regulators reveal whether the US opts for statute driven clarity, agency driven rules, or a mix of both.