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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’
SEC
2026-08-19 11:00:00

SEC proposes crypto asset fundraising framework with token "graduation" path

The U.S. Securities and Exchange Commission on Aug. 18 released a draft called Regulation Crypto Assets, laying out a new path for token-based fundraising in the U.S. The proposal would let early-stage projects raise up to $5 million over as long as four years, while larger projects could raise $20 million or $75 million within a 12-month period without going through a full securities registration process. In exchange, issuers would have to make detailed disclosures on governance, development plans, security risks, finances, and management, with the highest tier requiring audited financials. The draft keeps existing anti-fraud and anti-manipulation rules in place and bars bad actors from using the exemptions. Its most notable feature is how it treats tokens and the investment relationship around them as separate matters. Instead of focusing on whether a network is sufficiently decentralized, the SEC asks whether the issuer has completed the key promises used to sell the token in the first place. A token may only enter a safe harbor after those commitments are completed or permanently abandoned and the issuer files a public certification and analysis with the SEC. The proposal also addresses airdrops and points programs, drawing a line between retrospective rewards and pre-announced campaigns tied to future tokens. The rule has support from the SEC’s three current commissioners, but it remains a draft pending public comment.

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SEC proposes crypto asset fundraising framework with token "graduation" path
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