A new Securities and Exchange Commission proposal would let crypto projects raise as much as $75 million annually under simplified offering exemptions, with no rule-based lockup on resales. The case for calling this a structural shift in how crypto capital is raised is legitimate. What complicates that read is that the SEC stripped the companion rule on tokenized equities from the same release, leaving the mechanism most relevant to institutional positioning in limbo.
Two lanes, one decentralization clock
Under the startup exemption, a project could raise up to $5 million over four years with no accredited-investor requirement and no per-investor cap. The fundraising exemption scales to $75 million every 12 months, structured as a $20 million Tier 1 and a $75 million Tier 2. Tier 2 issuers would need audited financials and ongoing reporting; non-accredited buyers in that tier are capped at 10% of their income or net worth. Both lanes preempt state-level securities registration.
The safe-harbor piece is where the on-chain mechanism gets specific. Once a team finishes, or permanently abandons, the managerial work it promised at issuance, its token can shed "investment contract" status permanently. The SEC described this as formalizing concepts from its March interpretive guidance. The practical effect: a project's legal decentralization clock starts the moment the team stops running the protocol.
The tokenized-equities gap
The counterargument to reading this as a decisive moment is what the SEC excluded. The agency's separate "innovation exemption," which would allow firms to tokenize actual securities like stocks and trade them on public blockchains, was not in Tuesday's release. The SEC explicitly said it is not addressing registered-offering rules for digital securities this round.
CoinDesk reported the tokenization piece had been expected alongside this proposal until the SEC abruptly canceled an Aug. 14 meeting. The White House reportedly objected that a tokenization rule could muddy live CLARITY Act talks in Congress. The SEC also faced internal questions about its own statutory authority to proceed. SIFMA, the Wall Street trade group, objected to using exemptive relief for changes it considers a matter for market-structure legislation, not rulemaking.
On balance, what landed Tuesday is an ICO fundraising upgrade. The $75 million ceiling and the decentralization safe harbor give projects a workable path to compliant token sales. The stocks-on-blockchain question, the one with direct read-through to traditional equity markets, stays stuck behind political resistance and TradFi objections.
The line to watch is Congress. The Senate's CLARITY Act draft, still in negotiation, uses different thresholds: up to $50 million annually and $200 million cumulative before full registration applies. The SEC and the Senate are heading toward the same destination on separate tracks. The 60-day comment window on Regulation Crypto Assets opens once the proposal reaches the Federal Register, with a final rule realistically months out.