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SEC
2026-08-19 15:46:28

SEC Draft Reopens a Legal Path for Token Fundraising, and Tokens May Now ‘Graduate’

The U.S. Securities and Exchange Commission released a draft rule, Regulation Crypto Assets, on Aug. 18 that would give token issuers a new legal fundraising route. Startups could raise up to $5 million over as long as four years, while larger projects could raise $20 million or $75 million in 12-month windows under different tiers. The proposal does more than set caps: it ties token fundraising to disclosures on governance, development, security risks, finances and management, and it introduces a “graduation” concept based on whether the issuer has completed the promises made when selling the token. Under the draft, the SEC would focus on the investment relationship created by the fundraising process rather than on whether a token is “sufficiently decentralized.” Issuers would need to state what the money will be used for, and the token could only move into a safe harbor after the project’s key commitments are fully completed or permanently abandoned, followed by a public certification and analysis filing. Gabriel Shapiro, a corporate securities lawyer, said the framework could push teams to say less and promise less in public. The proposal could also affect airdrops and points programs. Retrospective airdrops that reward past behavior may fit within the SEC’s earlier guidance, while pre-announced point campaigns that link future tokens to trading, purchases or tasks are more likely to create an investment relationship and count toward the $5 million startup exemption. The rule is still only a draft, and the SEC is seeking public comment.

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SEC Draft Reopens a Legal Path for Token Fundraising, and Tokens May Now ‘Graduate’