SEC Sets $5M–$75M Token Sale Tiers, Offers Exit From Securities Status

The US Securities and Exchange Commission on Tuesday proposed a tiered fundraising framework for crypto projects that would let issuers raise as little as $5 million or as much as $75 million without a full securities registration, while also opening a formal route for tokens to be separated from the investment contracts that funded them. The proposal, dubbed Regulation Crypto Assets, will be open for 60 days of public comment once it is published in the Federal Register.

Three exemption tiers, one growing disclosure burden

The rule sets out three separate paths depending on the amount raised. The smallest is a one-time exemption capped at $5 million over a four-year window, which requires disclosure about the project and its leadership but not audited financial statements.

Two larger tiers cover offerings of up to $20 million and up to $75 million within a rolling 12-month period. Disclosure requirements scale with the amount: issuers seeking the full $75 million exemption would need to produce audited financial statements and comply with ongoing reporting obligations. Public advertising and sales would be permitted under all three tiers, subject to limits the SEC has yet to fully detail.

A safe harbor from “investment contract” status

Beyond capital raising, the proposal describes a “tailored securities offering regime” that would give companies a safe harbor from having their tokens permanently treated as securities. In practice, this creates a mechanism for a token to eventually decouple from the investment contract used to finance its development — a structural fix crypto issuers have sought for years to avoid indefinite securities classification once a network matures.

Notably absent from the release was an “innovation exemption” for crypto-linked equities, which had been expected alongside the fundraising rules but was not included.

Timing tied to Congress’s stalled CLARITY Act

The proposal landed just days after the US Senate failed to advance the Digital Asset Market Clarity (CLARITY) Act, the bill meant to settle which federal agencies oversee crypto trading and issuance, before lawmakers left for a month-long recess.

SEC Chair Paul Atkins acknowledged the rule is a stopgap, not a substitute for legislation. “Legislation remains indispensable to enacting ‘future-proofed’ rules of the road that are durable enough to protect the work we are undertaking today from being unwound by a future rogue regulator,” Atkins said, adding that the agency “has and will continue to support Congress in delivering the CLARITY Act to President Trump’s desk.”

Why it matters for issuers and holders

For early-stage crypto projects, the $5 million exemption offers a lighter-touch route to fund development without triggering full SEC registration, while the $75 million tier gives more mature issuers a compliant path to raise significant capital publicly — provided they accept audited disclosure. For token holders, the proposed safe harbor matters because it could eventually determine whether the asset they hold is legally a security subject to ongoing SEC oversight or a commodity-like token free of that classification.

None of this is final. The rule now enters a 60-day comment window, and its ultimate shape — including the advertising limits still to be specified — will depend on feedback from the industry and on whether Congress eventually passes standalone market-structure legislation the SEC itself says is still needed.

Read more: SEC Unveils Regulation Crypto: $5M and $75M Fundraising Exemptions Proposed

Sources

• ambcrypto.com
• cointelegraph.com
• decrypt.co