SEC Proposes Crypto Asset Regulation Rules, Breaking 90-Year Fundraising Norms and Potentially Igniting Bull Market
The U.S. Securities and Exchange Commission (SEC) has proposed the "Crypto Asset Regulation Rules" (Reg CA), creating two new exemption pathways for crypto tokens: a small offering cap of $5 million and a large offering cap of $75 million per year, applicable only to tokens and not actual stocks or bonds.
Under this pathway, issuers can sell to retail investors, publicly advertise, and tokens can be traded freely without a lock-up period, directly connecting to global 24/7 exchanges like Binance and Coinbase. The small offering pathway only requires filing and a plain language disclosure, with no prior regulatory review or audit needed.
This breaks the core logic in the U.S. for nearly 90 years: to reach retail investors and achieve free circulation, one must exchange comprehensive registration and continuous disclosure. Traditional exemption paths (Reg D, Reg A, crowdfunding) are simpler but always come with investor restrictions, advertising bans, or liquidity constraints.
Analysis points out two major risks: first, it relies entirely on self-certification, with issuers declaring "done and tokens are no longer securities," while the SEC's post-enforcement resources are limited; retail purchase restrictions on-chain can easily be bypassed by anonymous wallets and are limited to primary issuances. Second, it may trigger regulatory arbitrage, with projects pushing tokens to obtain better terms, and even a16z warns it could become a tool for large-scale liquidity exits.
The proposal is still open for comments, and its final form is yet to be determined, but it has already opened significant leeway for crypto financing.
From a market mechanism perspective, lower thresholds and immediate liquidity attract projects and funds to accelerate entry into token issuance, with funds flowing from traditional private placements and registered paths to the Reg CA pathway; the event is driven by regulatory proposals, benefiting crypto issuers and exchanges, while the traditional securities fundraising framework faces relative pressure.
Source: Public Information
ABAB AI Insight
The SEC's Reg CA grants self-certifying crypto exemptions access to public markets and liquidity, directly loosening the system that has required "public access in exchange for registration" since 1933, providing token projects with an unprecedented compliance shortcut.
On the capital pathway, the proposal shifts fundraising resources from high-cost registration or restricted exemptions to easily accessible token channels, motivated by adapting to crypto innovation and reducing compliance friction, with specific actions including establishing dual exemptions and a safe harbor for investment contract exits.
Similar cases can be seen in the successive relaxations of Reg A+ and crowdfunding rules, as well as the historical impacts of each exemption expansion on public-private boundaries; currently, U.S. securities regulation is in a phase where special rules for crypto assets coexist with traditional investor protection tensions.
Essentially, this represents a regulatory change: the burden-benefit balance of public fundraising is being redefined for tokens, with the mechanism of using self-certification and immediate trading rights bringing liquidity and retail access to the forefront, thereby lowering project initiation thresholds and accelerating capital inflow.
ABAB News · Law of Cognition
The day the 90-year-old rules are dismantled, the green light for token fundraising truly lights up.
The outlet of self-certification is often the most overlooked entry point for a bull market.
The combination of retail access and immediate circulation will ultimately rewrite the speed of capital formation.