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