The U.S. Securities and Exchange Commission has proposed a new regulatory framework for crypto asset offerings, known as Regulation Crypto Asset or Reg CA. The proposal, announced earlier this week, is modeled after the existing Reg CF and Reg A securities exemptions created by the JOBS Act of 2012. It aims to create a dedicated path for digital asset issuers to raise capital while addressing long-standing legal uncertainty around token sales.
Under the proposed Startup Exemption, issuers may raise up to $5 million in aggregate over four years, with no financial statements required, no intermediary, and no rule-based resale restrictions on the securities. The exemption may be used only once and serves as a temporary regulatory runway while projects work toward goals such as decentralization. The Fundraising Exemption includes two tiers: Tier 1 allows raises up to $20 million and Tier 2 allows raises up to $75 million over a 12-month period. Tier 2 issuers would need an offering statement qualified by the SEC and audited financial statements. Both exemptions require ongoing reporting, though startup reporting is limited.
Alex Thorn, Head of Research at Galaxy, called the proposal a historic milestone and the first set of rules designed specifically for public offers and sales of digital assets. He emphasized that compliant projects could legally distribute tokens to the general public and eventually terminate investment contract status once decentralization or operational maturity is achieved. The proposal remains in early stages, with a 60-day public comment period and possible legislative deliberations in Congress before any final commission vote.
