SEC Draft Lets Crypto Raise $75M Without Registering
The SEC's Regulation Crypto Assets proposes two exemptions and a Howey safe harbor, letting US token issuers raise up to $75M without full registration.
The SEC on August 18 put forward a draft that would rewrite how crypto projects raise money in the United States. Dubbed Regulation Crypto Assets, it opens two new exemptions from Securities Act registration. More consequentially, it adds a conditional safe harbor that could defuse the years-long fight over whether tokens are securities.
Two exemptions, one ceiling
The smaller path lets an issuer raise up to $5 million over four years. The larger lifts the cap to $75 million per 12-month period. Issuers using the bigger exemption must file financial statements and meet ongoing reporting duties, and both routes require standardized narrative disclosures. It is a deliberate move away from forcing token sales through costly full registration or the narrow keyhole of private placements.
The line is drawn on purpose: small issuers clear the bar with light disclosure, while anyone courting institutional money at scale files audited numbers and stays on the reporting hook. That looks closer to a tiered IPO ladder than to the enforcement-first posture the agency ran under its previous leadership.
The safe harbor aims squarely at Howey
The heavier piece is the second one. The proposed safe harbor would lift a token out of the "investment contract" definition: the Howey test the SEC leaned on for years to sue Ripple, Coinbase and others. Once a project has completed or permanently abandoned the "essential managerial efforts" it promised investors, the associated token would no longer be treated as a security by default. Chairman Paul Atkins frames it as a "fit-for-purpose" regime: tailored rules instead of regulation by enforcement.
Why it matters
For traders the draft matters less than the signal behind it. Washington wants crypto fundraising back onshore after years of drift to Zug, Singapore and Dubai. The first beneficiaries would be the assets that carried the heaviest securities overhang: XRP, SOL and the broad middle tier of utility tokens whose US listings hinged on legal limbo. The lighter disclosure regime also invites retail risk, and dissent is all but guaranteed inside the five-member commission.
For now this is a bet on paper. The proposal sits open for 60 days of comment, and a final rule is unlikely before 2027. Markets price regulatory hope quickly and unwind it just as fast. The real repricing waits until the draft becomes binding law.