SEC加密监管新规解读：500万以下发币融资无需注册，山寨季要回来了？

Original: Odaily Planet Daily (@OdailyChina)

Author: jk

The U.S. Securities and Exchange Commission (SEC) officially released a new rule proposal titled "Regulation Crypto Assets" on August 18 local North American time, establishing a "tailor-made" issuance framework for investment contracts involving crypto assets. This marks the most significant substantive step in crypto regulation since SEC Chairman Paul Atkins took office, and is also a key signal that the regulator is proactively seeking an alternative path against the backdrop of the stalled CLARITY Act in Congress.

What the New Rules Are: Two Exemptions Pave the Way for Altcoin Issuance

According to the SEC's official release, the core of "Regulation Crypto Assets" includes two exemptions from Section 5 registration under the Securities Act of 1933, as well as a conditional safe harbor rule.

1. Startup Exemption

This allows early-stage projects to raise cumulative funds of no more than $5 million over a maximum four-year period without completing the full registration process. Issuers only need to provide principle-based narrative disclosures, and the process is relatively streamlined, closer to a notice-based filing.

2. Fundraising Exemption

This allows issuers to raise no more than $75 million within any 12-month period. This exemption mechanism largely mirrors the existing Regulation A+ framework and is divided into two tiers. In addition to narrative disclosures, issuers are also required to submit audited financial statements and assume ongoing reporting obligations. Issuers under both exemptions are not exempt from the anti-fraud and anti-manipulation provisions of federal securities laws.

In other words, if an issuer needs to raise funds by issuing tokens, they can choose one of the two exemptions above based on the scale of fundraising, without having to go through the traditional, time-consuming, and costly full SEC registration process:

• If it is only small-scale early-stage fundraising (no more than $5 million in total within 4 years): For example, a newly launched project that wants to sell tokens on a small scale to kickstart development can use the Startup Exemption, which only requires a plain-language explanation of the project's details (narrative disclosure), no audited financial statements are needed, and the process is simple, closer to filing than approval.
• If the fundraising is on a larger scale (up to $75 million per year): For example, a project that already has some foundation and wants to raise funds from a broader public audience would need to use the Fundraising Exemption. In addition to narrative disclosures, they must also submit audited financial statements and continuously report to the SEC after receiving the funds (similar to the periodic disclosure obligations of listed companies).

Under such rules, issuing altcoins in the United States would be completely legal.

SEC official website text. Source: SEC

3. Investment Contract Safe Harbor

Under this safe harbor provision, once an issuer has completed or permanently ceased the "essential managerial efforts" it previously promised investors it would undertake, the relevant crypto asset will no longer be deemed subject to "investment contract" classification, meaning the asset can "detach" from its securities status.

In addition, the proposal also includes a redefinition of "qualified purchaser," which means that securities issued under the "Regulation Crypto Assets" exemptions, as well as related secondary market trading, would be exempt from state securities law registration and qualification requirements (i.e., federal preemption of state law).

In other words, if a token was initially sold as an "investment contract" (for example, the project team promised "we will work hard to develop, maintain, and operate this network, and the token will have value in the future"), as time goes by, as long as specific conditions are met, this token can no longer be regulated as a security:

The trigger condition is that the project team has done everything it said it would do, or has stopped doing it altogether. Either the project team has completed the "essential managerial efforts" it previously promised (for example, the network has been built and is sufficiently decentralized, no longer relying on a specific team to maintain it); or the project team has permanently ceased continuing to fulfill these promises (for example, the team disbanded or development was abandoned). In short, as long as investors can no longer reasonably expect the project team to continue "working" for the token, the token can be released from the constraints of an investment contract and would no longer be classified as a security.

Official website text, Source: SEC

Once the conditions are met, buying, selling, and transferring this token would no longer be treated as securities transactions, and there would be no need to go through securities registration or be bound by lock-up restrictions. Exchanges would also be free to list and trade it more flexibly.

When a token is first issued, because the project team promises "I will work hard to make it valuable," it is regulated as a security; but once the project team fulfills its promises (or completely gives up), the token can become an ordinary asset not subject to securities laws.

In other words, all crypto assets from projects whose teams have exited could avoid being treated as securities, escape SEC oversight, require no reporting for large trades, and have all regulatory hurdles cleared.

It is worth noting that the SEC's proposal specifically defines the new term "covered investment contract," limiting it to:

(1) involving a crypto asset;

(2) where the crypto asset itself is not a security;

(3) where the investment contract does not involve any other asset besides the crypto asset (whether securities or non-securities assets).

This strict scope determination means that the two exemptions and the safe harbor apply only to narrowly defined crypto-asset issuance scenarios, and do not apply to issuances involving "security-type" or "tokenized securities."

Why This Proposal Was Released: The CLARITY Act Is Losing Momentum

"Regulation Crypto Assets" is a continuation and landing of a series of policy actions by the SEC over the past year and a half:

• January 2025: President Trump signed an executive order, "Strengthening American Leadership in Digital Financial Technology," establishing the "Presidential Working Group on Digital Asset Markets."
• Early 2025: The SEC established the Crypto Task Force, led by Commissioner Hester Peirce, soliciting public comments and receiving over 300 comment letters in total.
• July 2025: The Presidential Working Group released a report explicitly recommending that the SEC leverage its rulemaking and exemption authority to establish tailor-made registration exemptions, time-limited safe harbors, and exemptions for "airdrops" for securities issuances involving digital assets. Atkins subsequently announced the launch of "Project Crypto."
• March 17, 2026: The SEC and CFTC jointly issued the "2026 Interpretive Guidance," which for the first time systematically classified crypto assets into five major categories — digital commodities, digital collectibles, digital instruments, stablecoins, and digital securities — while clarifying the circumstances under which non-security crypto assets could fall into or out of investment contract classifications. This guidance also serves as the direct theoretical foundation for the current "Regulation Crypto Assets" proposal.
• August 18, 2026: "Regulation Crypto Assets" was officially published as a rule proposal, entering a 60-day public comment period.

The SEC acknowledged in the proposal that its past approach to regulating crypto assets relied primarily on the Howey Test established by the Supreme Court in 1946. This "cutting feet to fit the shoes" approach had two major flaws: first, the Howey Test itself is difficult to apply to crypto assets, a new type of asset whose rights attributes evolve over time; second, the disclosure requirements under existing rules (such as Regulation S-K and Form 1-A) often fail to align with what crypto asset investors truly care about (such as tokenomics, network governance mechanisms, source code security, etc.). This is precisely why Rule 103 "principle-based disclosure requirements" was specifically designed in this proposal.

More critically, the SEC's decision to act proactively at this point in time is directly linked to severely stalled legislative progress in Congress. The CLARITY Act, once seen as the "ultimate solution" for the crypto industry, has faced repeated setbacks in the Senate since the beginning of this year: from disagreements between the crypto industry and the banking sector over stablecoin reward provisions, to ethical controversies surrounding Trump's personal crypto asset conflicts of interest, the bill has consistently failed to secure enough votes in the Senate.

The Polymarket contract price for "CLARITY Act signed into law by end of 2026" has also declined from a February peak of nearly 82% to the 18%-21% range by mid-August. Although the Senate Majority Leader filed a motion for cloture on August 8 and set September 15 as the date for a procedural vote, the vote requires 60 votes in favor. With the current Republican seat count, it would still require about 10 Democratic senators to defect — no easy feat.

It is precisely against the backdrop of stalled legislation and sustained pressure from the market and industry that White House crypto policy advisor Patrick Witt stated at the SALT conference that the government is "giving the Senate and Congress ample opportunity," but "will not wait forever." Once the September legislative window fails, regulators would move forward with rulemaking on their own. "Regulation Crypto Assets" is the concrete realization of that statement. By leveraging its existing rulemaking and exemption authority, the SEC is choosing to provide the crypto industry with a transitional regulatory framework while congressional legislation remains unresolved, rather than sitting idly by waiting for a bill that could be abandoned at any moment.

Timeline: When Could It Become Final Rules?

"Regulation Crypto Assets" is still in the proposal stage and has not yet taken effect. Key milestones ahead are as follows:

• August 18, 2026: The SEC officially published the proposal, docket number S7-2026-27.
• Within 60 days of publication: The public comment window is open, and anyone can submit comments via the SEC's official website or by email. The deadline will be determined after the proposal is formally published in the Federal Register.
• After the comment period ends: The SEC needs to review and respond to all substantive comments before deciding whether, and in what modified form, to formally adopt the final rules in an "adopting release." This process has no statutory deadline; historically, similar rules have taken anywhere from several months to more than a year to go from proposal to final adoption.
• November 2026: Hester Peirce plans to depart from the SEC, which could impact the internal momentum for advancing this framework.

Overall, for "Regulation Crypto Assets" to ultimately take effect, it still needs to go through the full comment, revision, and formal adoption process, and is not expected to be completed in the short term (within a few months). Meanwhile, the parallel CLARITY Act legislative process remains highly uncertain. For the crypto industry, this means that in the coming period, the regulatory environment for crypto asset issuance in the United States will remain in a transitional state where "proposal and legislation are racing, with the outcome still undecided."