SEC Draft Crypto Asset Rules Could Expand U.S. Token Issuance Pathways
- SEC Chair Paul Atkins released a draft regulation for crypto assets that would allow startup projects to raise up to $5 million over four years, and larger projects to raise $20 million or $75 million every 12 months without full securities registration.
- The draft creates an Investment Contract Safe Harbor process under which a project team can self-certify that promised essential managerial efforts have been completed or permanently discontinued, then submit Form TR with supporting analysis.
- Submitting Form TR would not amount to prior SEC approval; the agency would retain the power to review the certification later and challenge it if necessary.
- The proposal requires extensive disclosures about what the project promised, what work remains, and how development has progressed, making earlier fundraising commitments important for later regulatory treatment.
- The financing exemption is tied to U.S. presence, including U.S. registration, mainly U.S.-based executives, more than half of assets located in the United States, and primary business operations in the United States.
- The article says the draft could favor mature projects and U.S.-based issuance, compliance, and trading infrastructure, while making decentralization-based token structures harder to fit into the safe harbor.
The article says SEC Chair Paul Atkins has released a draft crypto asset rule that would let certain startup projects raise up to $5 million over four years, while larger projects could raise $20 million or $75 million in a 12-month period without going through full securities registration. The White House is also described as supporting this policy direction, while congressional legislation remains stalled.
A central feature of the draft is an Investment Contract Safe Harbor framework. Under it, a project team would self-certify that its promised essential managerial efforts have been completed or permanently discontinued, then file Form TR with supporting analysis. The SEC would not pre-approve each filing, but would retain the authority to review and challenge the certification later.
The proposal also increases the importance of disclosure. Projects would need to explain what they promised to do, what their essential managerial efforts are, how much has been completed, and what development progress has been made. The article says this could matter for determining when a token is treated as having moved beyond an investment contract.
From a market perspective, the draft is presented as potentially positive for U.S.-based crypto issuance, compliance, and trading infrastructure, and therefore mildly supportive for the crypto sector. At the same time, the added disclosure burden and SEC after-the-fact oversight could be more restrictive for projects that rely on decentralization narratives while retaining substantial team control.
SEC发布加密资产新规草案，或为美国代币融资开辟新路径
文章称，美国SEC主席Paul Atkins已发布加密资产监管草案，允许部分初创项目在四年内融资最高500万美元，规模更大的项目可在12个月内融资2000万美元或7500万美元，而无需经过完整的证券注册流程。文中还提到，白宫也在支持这一政策方向，但国会立法仍然停滞。
草案的核心是“投资合同安全港”机制。按照这一机制，项目方可自行证明此前承诺的关键管理工作已经完成或永久停止，然后提交TR表及支持性分析。SEC不会对每份申报逐一事前批准，但保留事后复核并提出质疑的权力。
该提案也提高了披露要求。项目需要说明曾作出的承诺、关键管理工作具体是什么、已完成多少、以及开发进展如何。文章称，这些信息将成为判断代币何时不再属于投资合同的重要依据。
从市场影响看，报道将这一草案描述为可能利好美国本土的加密资产发行、合规和交易基础设施，对加密行业形成偏正面的支持。但与此同时，信息披露和SEC事后监管也会让依赖“去中心化叙事”且仍由团队掌控的项目面临更高门槛。