SEC Proposes Reg Crypto, Establishing Legal Pathways for Certain Token Public Offerings and Investment Contract Exits

Odaily Planet Daily News: Galaxy's Head of Research posted on X, stating that on August 18, the U.S. Securities and Exchange Commission proposed the "Regulation Crypto Assets," abbreviated as Reg Crypto. The proposal aims to establish a legal pathway for certain tokens to be offered to the U.S. public and to set up a mechanism for terminating investment contracts. Its applicability is limited to crypto assets that are not themselves securities but were previously issued or sold as part of an investment contract; tokenized stocks, bonds, and arrangements bundling tokens with equity or other securities are not covered by the framework.

The proposal sets out four stages: offering, disclosure, build-out, and exit. A one-time startup exemption allows issuers to raise up to $5 million over a maximum of four years; a higher-threshold exemption modeled on Regulation A permits raising $20 million or $75 million within 12 months. Such offerings must pass SEC qualification review and involve ongoing disclosure, with non-accredited investors capped at 10% of the higher of their annual income or net worth. Issuers are also required to disclose token supply and unlock schedules, minting and burning mechanisms, governance and smart contract permissions, source code, as well as project construction commitments and progress.

Once an issuer completes or permanently ceases the relevant build-out obligations, makes no new construction commitments, and submits a transition report, the related investment contract will be deemed terminated, and the crypto asset will no longer be subject to securities laws under that investment contract. Issuers that did not use the above offering exemptions may also use this safe harbor. The SEC estimates that approximately 475 issuers per year would use the investment contract safe harbor, and about 130 issuers would use the two new exemptions. Offerings that qualify would not be considered restricted securities and could be resold immediately without contractual restrictions.

The proposal also excludes covered initial offerings and certain secondary transactions from state registration and qualification requirements, but it does not address exchanges, brokers, dealers, or custody, nor is it a standalone innovative exemption for tokenized securities and on-chain transactions. The comment period is 60 days after publication in the Federal Register. SEC Chairman Paul Atkins and Commissioners Hester Peirce and Mark Uyeda all issued statements of support. The article was written by Alex Thorn.