US SEC Prepares First Major Rule for Cryptocurrencies

A new rule for cryptocurrencies marks the first significant step by the U.S. Securities and Exchange Commission (SEC) towards the permanent regulation of digital assets: the regulator has proposed a framework that allows crypto projects to raise funds and launch tokens without automatically triggering all the requirements applicable to the securities market.

The initiative came unexpectedly. Just days before, the SEC had canceled a meeting where a vote on the same issue was planned, citing an unforeseen scheduling problem. Now, the proposal has been officially presented for discussion, and market participants and the public have 60 days to submit their comments.

• The proposal is the first major crypto regulatory project under SEC Chair Gary Gensler.

• The document introduces two pathways for the issuance of crypto assets: a regime for startups with a limit of up to $5 million over four years and a large issuance of up to $75 million over a yearly period with stricter disclosure requirements.

• After public comments, the regulator will be able to refine the final version of the rule over several months.

What the Regulator Proposes

The project titled "Regulation of Crypto Assets" aims to create permanent rules for digital assets in the U.S. Its significance is particularly pronounced against the backdrop of Congress not yet having passed a separate law on the structure of the crypto market.

The SEC is considering this document separately from another crypto initiative—the so-called innovation exemption, which pertains to tokenized securities and has not yet been launched.

"Today we are setting a new course: we are proposing a package of exemptions that will help attract capital and allow innovations in the field of crypto assets to develop in the U.S. in the coming years," said Gary Gensler.

In this context, cryptocurrency is viewed not as a single, predefined financial instrument but as a broad class of digital assets. Simply put, it is a digital asset that can be used for transfers, payments, investments, or access to services within a specific project. At the same time, the regulator is trying to distinguish situations where a token genuinely resembles an investment contract from cases where the securities law requirements should no longer apply.

A security under U.S. law can include an investment contract, but the SEC proposes a mechanism whereby individual crypto assets can exit this category after meeting key conditions.

Two Regimes for Crypto Projects

The proposal outlines two main options for issuance.

• Startup regime: a project can raise up to $5 million over four years.
• For this regime, the following are required: a public report at the beginning of the period, a public report at the end of the period, and additional disclosures for investors.

The U.S. dollar serves as the currency for the limits in the project: the second regime allows for issuances of up to $75 million over each annual period, but the requirements there are significantly stricter.

• For large issuances, the issuer discloses offering materials.
• The issuer shows the financial condition of the project.
• Reporting must be published regularly.

Investments in tokens under this approach receive a clearer framework. Transactions with digital assets are not exempt from basic investor protections: rules against fraud and manipulation remain in place, as does oversight of market participants' behavior.

For the second regime, more data about the project and its finances will be required. If a token is used as an asset in the company's accounting or becomes part of a more complex capital-raising structure, investors must see not only a description of the idea but also the financial picture.

The SEC emphasizes that both exemptions require substantive disclosures. For larger issuances, additional financial reporting and ongoing obligations to update information are necessary.

When a Token Ceases to Be an Investment Contract

A separate part of the proposal is dedicated to the "safe harbor." It is intended to apply after the issuer has completed or definitively ceased the key management actions that they promised to undertake as part of the investment contract.

"The proposal provides for a safe harbor after the issuer completes or definitively ceases all major management actions that they stated or promised in the investment contract," noted Paul Atkins.

In other words, if the project management is completed and the conditions are met, the investment contract should no longer automatically carry the status of a security. This is an important crossroads for the market: not every token remains the same legal entity it was at the launch stage.

The securities market here attempts to integrate crypto assets into the existing system without mechanically equating them to traditional instruments. Stocks, bonds, and tokens can provide economic rights in different ways, which is why the regulator is trying to outline the boundaries of applying old norms to new formats.

Political Context and Industry Reaction

At the same time, the U.S. Senate is trying to use the remaining time of the legislative session to advance a bill for clarity in the digital asset market. After this, Congress will go on an extended break before the midterm elections.

"Given Congress's progress on market structure legislation, I want to clarify right away: the law is still irreplaceable. We need rules that are resilient to future changes so that an unscrupulous regulator cannot undo the work we are doing today," said Paul Atkins.

The crypto industry welcomed the commission's step positively, although it continues to push for comprehensive legislation through the Senate. Cody Carbon, head of the industry organization, noted that the regulator has taken into account several proposals from crypto companies and expressed readiness to continue working with the commission to ensure the development of digital assets in the U.S.

For readers in Russia, this topic is important as an external reference rather than a direct change in local regulations. The approach of the American regulator does not replace the position of the Bank of Russia, does not change taxes, and does not define how the national currency should be used in transactions. Those who buy, store, or accept cryptocurrency in Russia still need to adhere to local requirements regarding operations, taxes, and working with digital assets.

In the Russian agenda, issues of digital assets are also linked to the role of the state, the central bank, and strategic decisions discussed at the highest levels. Against this backdrop, the American project is interesting because it attempts not to ban the market but to provide it with a legal corridor for development.

Now the key stage is a 60-day comment collection period. After that, the commission will be able to move to the final version of the rule, where it will become clear how much the proposed exceptions will actually simplify the launch of crypto projects and capital attraction.

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