Will compliant ICOs be revived? New SEC regulations open up a financing channel for the cryptocurrency industry
Source: ChainCatcher Author: 0xFACAI Original title: The biggest benefit for the coin industry, is compliant token financing coming back? Public coin sales and financing have once again gained a legal path in the US. On August 18, the US Securities and Exchange Commission released a draft “Regulation Crypto Assets”. According to this draft, startups can raise $5 million in up to four years, and larger projects can raise $20 million or $75 million in 12 months. Without completing a complete set of securities registration, the project can also sell tokens to investors to raise money for network development. The biggest benefit for the coin industry, is compliant token financing coming back? Sounds like ICOs are back. But the SEC gave far more than three funding lines. It wants to establish a set of rules for tokens from birth to “graduation”: projects can be sold to finance first, but it is necessary to clearly explain what to do with this money; if the key work promised by the team is not completed, the token continues to carry the regulatory responsibility for investment terms; only after fulfilling the promise, the token has a chance to exit this level of relationship. “Promises” are the core of the entire draft, and devs must “work” until the token “graduates” before they can “sell”. The draft rules gave the project parties two options. The first type is suitable for startup teams. Assuming a project required $3 million to develop, common choices in the past were to seek venture capital, limit buyers and issue coins outside of the US, or incur the high cost of registering securities. The new draft allows it to use the “startup exemption,” raise no more than $5 million over a maximum period of four years, and file with the SEC when the funding starts and ends. The second type is suitable for projects with greater funding requirements. The first tier raised up to $20 million every 12 months, and the second tier raised up to $75 million. Compared to the $5 million startup exemption, this path can be used over and over again, but the rules are more stringent. Projects can't just hand in a white paper and start selling coins. Both exemptions require the team to disclose how the network is being managed, how the product is being prepared and developed, what security risks the code has, what the company's financial situation is, and who is managing the project. The two larger funding levels also require financial statements to be provided and continuously updated, and the $75 million tranche requires an audit. The SEC didn't remove the original fence either. Issuers and insiders with a record of serious violations cannot use these exemptions, and anti-fraud and anti-manipulation responsibilities remain in effect. If the project uses other securities exemptions at the same time, it must also comply with existing consolidated financial calculation rules. The most important aspect of how to define “graduation” in the entire draft is to treat tokens separately from the investment relationships formed around tokens. A project sells coins to raise money to build a network. Buyers often buy more than just a digital asset that can already be used. They are also expecting the team to create products, attract users, increase token demand, and profit from these efforts. This relationship, which depends on the team's future work, is what the SEC calls an “investment clause.” The token itself can be just a digital asset, but how the project sells it and what it promises to the buyer makes it covered by a layer of investment terms. What the SEC really regulates is this level of relationship between issuers and buyers. The draft designs an exit path for the token. The token can only enter a “safe harbor” after the issuer has completed or permanently ceased all key management tasks of its promises, no new related commitments, and then submitted public certification and analytical instructions to the SEC. As a result, tokens have the concept of “graduation.” When the project is sold and financed, construction is promised to the market. After the project is completed and key tasks are completed, the buyer can no longer rely on the team to fulfill the old promises before the token can “graduate” and the project party can withdraw. The new regulations don't focus on whether tokens are considered securities. In the past, the market judged when a token was no longer subject to securities laws, and often questioned whether the network was “decentralized enough.” As long as the foundation, development company, or founding team continues to work, many people will understand this as the token still relies on a central entity. The SEC draft changed the question: what promises did the project rely on to sell the tokens, and are those promises fulfilled now? Take an example. When Project A sells coins, it tells investors that the team will develop the main network, launch transfer and pledge functions, and then leave the network to a decentralized validator to operate. The main network was later launched, and the features were also available, but the validators were still controlled by the team. Since “decentralizing the network” was also a promise at the time of financing, the token is still unable to “graduate” at this point. When Project B sells coins, it only promises to create a network that can function properly, without “the team must disappear” or “the network...
