SEC Proposes Framework for Token Fundraising

The Securities and Exchange Commission (SEC) has proposed a regulatory framework to govern token fundraising in the United States. The proposal, called Regulation Crypto Assets or Reg CA, aims to provide a structured path for crypto projects to sell tokens to the public without registering as securities.

Reg CA creates two exemptions: a one-time 'startup exemption' allowing projects to raise up to $5 million over four years, and a recurring 'fundraising exemption' permitting raises of up to $75 million within 12 months. The framework also includes a conditional safe harbor that could reclassify certain crypto assets as non-securities once the original issuer's managerial efforts are completed or discontinued.

The proposal marks a significant shift in how the US treats token fundraising, following years of enforcement actions against ICOs and the failure of legislative efforts to establish similar distinctions between securities and non-securities. Reg CA builds on previous interpretive guidance from the SEC, which began classifying crypto assets more precisely in 2026.