The larger "fundraising exemption" is the headline number: up to $75 million per 12-month period, according to Atkins' statement on the proposal. Issuers using this larger tier would have to provide financial-condition disclosures, including audited financial statements, once they cross certain capital-raising thresholds, plus ongoing reporting obligations for as long as they keep raising under the exemption.
Paul Atkins, former SEC Commissioner.
Both tiers use what the SEC calls principles-based disclosure, or a narrative requirements tailored to crypto assets rather than boilerplate lifted from traditional securities filings. Antifraud and antimanipulation rules still apply regardless of which exemption an issuer uses, according to the SEC's accompanying press release.
Beyond the two exemptions, the proposal includes what the SEC calls an "investment contract safe harbor." If an issuer certifies to the Commission that it has permanently ceased or completed the "essential managerial efforts." It promised investors and met other conditions.
In practice, that means a token could start life looking like a security and later exit SEC jurisdiction once that team's promised work is done and the network runs on its own. Atkins credited Commissioner Hester Peirce's long-running safe-harbor proposal, first floated in 2020, as the direct inspiration for this piece of the framework.
This Matters for Altcoin Fundraising and Compliance Costs
For altcoin projects and the investors who buy into token offerings, the practical effect is a new middle lane between fully unregistered offshore sales and expensive full SEC registration, something closer in spirit to Regulation A Tier 2 offerings used by traditional small-cap issuers. That could push more legitimate projects to raise capital onshore with audited books and real disclosure, rather than routing around U.S. rules entirely.
