SEC Proposes Reg Crypto: Establishing a Legal Path for the Public Offering of Some Tokens and the Withdrawal of Investment Contracts
Comparing news, Galaxy's research director posted an article on the X platform stating that the US Securities and Exchange Commission proposed the “Crypto Asset Regulation” to regulate Crypto Assets, referred to as Reg Crypto for short. The proposal aims to establish a legal path for some tokens to be issued to the US public and establish a mechanism to terminate investment contracts. The scope of application is limited to cryptographic assets that are not securities themselves but have been issued or sold as part of an investment contract. Tokenized stocks, bonds, and arrangements for bundling tokens with shares or other securities are not within the framework.
The proposal establishes four stages: financing, disclosure, construction, and exit. The one-time startup exemption allows issuers to raise $5 million over a maximum period of 4 years; higher exemptions set by reference to Regulation A allow $20 million or $75 million in 12 months. Relevant financing is subject to SEC qualification review and ongoing disclosure. The maximum investment amount for uncertified investors is 10% of those with high annual income or net assets. Issuers are also required to disclose token supply and release plans, minting and destruction mechanisms, governance and smart contract authority, source code, and project construction commitments and progress.
When the issuer completes or permanently suspends the relevant construction obligations, does not make new construction commitments, and submits a transition report, the relevant investment contract will be deemed terminated, and cryptographic assets will no longer be subject to the securities law under the investment contract. Issuers that have not used the above financing exemptions can also use this safe harbor. The US Securities and Exchange Commission estimates that approximately 475 issuers will use the safe haven of investment contracts each year, and about 130 issuers will use the two new exemptions. Eligible issuances may not be restricted securities and may be immediately resold without contractual restrictions. The proposal also excludes covered initial offerings and some secondary transactions from state registration and qualification requirements, but it does not involve exchanges, brokers, dealers, escrow, or independent innovation exemptions for tokenized securities and on-chain transactions. The comment period is 60 days after publication in the Federal Register. SEC Chairman Paul Atkins and members Hester Peirce and Mark Uyeda all issued statements of support.
