Foreign media report that on August 18, the U.S. Securities and Exchange Commission (SEC) released a 402-page proposal titled "Regulation of Crypto Assets," establishing, for the first time, a dedicated framework for crypto asset offerings in the form of a formal rule草案. The document's core elements include two categories of securities registration exemptions and a conditional safe harbor provision.
The timing of this proposal has also drawn attention. Just days ago, the much-anticipated CLARITY Act failed to reach a vote before the Senate adjourned, significantly dampening market expectations for its progress this year. The article suggests that the SEC’s release of this rule draft, to some extent, fills the gap left by congressional legislative stagnation.
Two types of financing exemptions
The proposal suggests establishing two tiers of exemptions for "covered cryptocurrency investment contracts," rather than applying a uniform exemption to all tokens.
- Startup exemption: Maximum fundraising of $5 million within 4 years
- Exemption from financing: Maximum financing of $75 million over a rolling 12-month period
- Neither type of exemption relieves responsibility for anti-fraud obligations.
Among these, the startup exemption primarily targets early-stage projects. Issuers may use a simplified narrative disclosure instead of traditional registration documents and are not required to submit audited financial statements. The article notes that this arrangement aims to provide projects still in the development phase with a longer window for growth.
Another category of financing exemption is tiered based on the amount raised. If fundraising does not exceed $20 million in a year, audited financial statements are not required; however, to access the maximum limit of $75 million, financial statements must be provided, and ongoing disclosure obligations apply. For projects that have already raised funds through private placements or SAFTs, this means their subsequent compliance costs may rise significantly.
Safe Harbor Targets Exit Determination
The most prominent aspect of the proposal is a conditional safe harbor for the classification of "investment contracts." According to the summary, if the issuer has completed or permanently ceased the key managerial efforts it previously promised, the associated tokens may no longer be considered part of an investment contract, provided certain conditions are met.
This design attempts to address a long-standing debate: at what point does a token no longer depend on the ongoing efforts of the project team, thereby exiting the securities framework? The article argues that, for the first time, the SEC is attempting to codify this determination into its regulatory framework, rather than relying entirely on case-by-case enforcement or litigation rulings.
The text also notes that this line of reasoning echoes part of the judicial logic in the 2023 Ripple case, when the court ruled that the programmatic sales of XRP on exchanges do not automatically constitute investment contracts. Now, the SEC is attempting to institutionalize a similar standard, but its implementation may still spark debate.
Coverage is still limited
The proposal does not apply to all major tokens. According to the text, the two exemptions are only available to issuers of "covered investment contracts"; tokens classified as digital commodities in the joint interpretation of March 2026 are not covered under this framework.
The article states that tokens already classified as commodities, such as Bitcoin, Ethereum, XRP, and Solana, never needed to rely on these two exemptions. In contrast, the projects truly affected are those that have not yet achieved sufficient decentralization or functional maturity.
The SEC also provided a 60-day window for public comments, beginning on August 21 upon publication in the Federal Register. The article suggests that discussions surrounding disclosure standards, applicable parties, and safe harbor triggering conditions will continue to intensify over the coming period.