SEC’s Token Offering Exemptions Enter Final Comment Days as Agencies Rebuild Crypto Market Structure

The public comment window on Regulation Crypto Assets closes October 20. The first purpose-built federal offering regime for crypto assets is sitting in front of the people who want to change it, and after that date the frame hardens around whatever is on the table.

The proposal is narrow and specific. Issued by the Securities and Exchange Commission on August 18, after a canceled open meeting and a seriatim vote, and published in the Federal Register on August 21, Regulation Crypto Assets creates two exemptions from Securities Act registration. A startup exemption permits offerings up to $5 million over four years, once per asset per issuer. A fundraising exemption permits up to $20 million or $75 million per twelve months, the higher tier requiring audited financials and SEC qualification before any sale, both carrying a U.S.-nexus test that excludes the offshore foundation structures many existing projects use. Disclosure runs through a principles-based framework written for token projects rather than operating companies: token economics and allocation, governance mechanics including smart contract permissions, code security, and the essential managerial efforts the issuer promises and must later show it has finished.