SEC’s proposed Reg CA may ease token issuance, but IOSG says its real impact is on legacy tokens seeking to shed securities status
An IOSG analysis argues that the U.S. Securities and Exchange Commission’s proposed Regulation Crypto Assets, or Reg CA, should not be read as the trigger for an “ICO 2.0” cycle. The proposal, released by the SEC on Aug. 18 and published in the Federal Register on Aug. 21, remains in the public comment stage through Oct. 20. In IOSG’s view, the rule’s biggest effect would be on the large pool of existing tokens whose legal status has never been formally resolved, rather than on new issuance. The analysis points to the structure of the proposal itself. Rule 200 would allow small token offerings to proceed after filing a Form NOR, but only up to a cumulative $5 million over four years, with one-time use and a broad definition of covered transactions that can include airdrops and network incentives. Rule 300 offers larger fundraising channels at up to $20 million or $75 million per 12 months, but only for issuers that meet demanding U.S. entity, management, asset, and operational tests. IOSG says those limits are too narrow to support a broad reopening of the primary token market. By contrast, Rule 400 creates a path for a token to stop being treated as a security once the issuer completes or permanently halts all promised core managerial efforts and files a Form TR. IOSG argues that this “graduation” mechanism is the center of gravity in Reg CA. The paper also notes that Rule 500, which would preempt parts of state blue-sky law for covered transactions, is both one of the proposal’s most consequential features and one of the sections most vulnerable to pushback before any final rule arrives, likely no earlier than 2027.








