Phyrex|Aug 19, 2026 07:36
The SEC has reopened the doors for ICO issuances, giving US projects the opportunity to issue compliant coins for financing
The US Securities and Exchange Commission proposed new rules for cryptocurrency assets today, with the biggest impact being the opportunity for future cryptocurrency projects targeting the US market to raise funds through token issuance without complete securities registration, thus reopening the compliance path for ICOs.
Of course, it is not allowed to directly raise funds from the market by writing a white paper or issuing a coin like in 2017, but to make token financing a set of securities registration exemptions.
The first type is mainly used for early projects.
According to the current disclosed framework, eligible projects can raise up to $5 million cumulatively within 4 years without the need for complete registration through traditional securities issuance.
But the project needs to report to the US Securities and Exchange Commission and publicly disclose information about the project itself, token usage, issuance structure, team members, development work to be completed, and how the raised funds will be used.
Simply put, in the future, small cryptocurrency projects in the United States can first issue coins for financing, and then use the funds raised to develop products and networks.
The second type is larger scale financing.
The project can raise up to $75 million within 12 months and is also exempt from full securities registration, but the disclosure requirements will be significantly higher. In addition to information about the project and token itself, the issuer's financial condition and financial statements also need to be disclosed.
So in the future, US projects may form a two-tier structure through token financing. Early financing of several million dollars can be exempted through relatively simple start-up projects. Financing of tens of millions or even close to 75 million US dollars can be exempted through larger scale financing.
This is very close to allowing ICOs again. Although some conditions have been set, these requirements are not particularly exaggerated for projects that truly want to do something.
And based on my personal judgment, if a project meets this set of rules from the issuance stage, at least the legal barriers at the securities attribute level will be significantly reduced when applying for listing on US compliant exchanges in the future.
Another crucial change is the investment contract safe harbor.
When financing, the project party needs to clearly inform investors of what they plan to accomplish after receiving the money. For example, developing the main network, building protocols, completing a product, and establishing the actual usage functions of tokens are all core commitments made by the project party.
As long as the returns from investors purchasing tokens continue to depend on the project team to complete these tasks, this financing may belong to an 'investment contract'.
But after the project party completes or permanently stops the core management and development work promised at the beginning, and meets other conditions stipulated by the safe harbor, the underlying token can no longer be subject to the securities supervision of the "investment contract" due to the financing behavior of that year.
Although it may seem a bit complicated, a simpler approach can be divided into two directions:
A. A project can recognize its financing as an investment contract in the early stages, legally raise funds according to the new exemption rules, and then release the underlying token from this securities relationship after the product, network, and core work promised are completed.
B. If the token itself is the company's shares, debt, or directly grants the holder rights to dividends, profit distribution, company assets, etc., then the token itself is a security and cannot be stripped of its security attributes through a safe harbor.
So this set of rules mainly targets tokens that are not securities themselves, but project parties raise funds for development projects by selling tokens, thus forming investment contracts during the issuance phase.
This is also the most important difference in this rule. Coin issuance financing belongs to securities trading, but it does not mean that the coin itself will always be a security.
If the final rules are implemented, US projects can conduct ICOs in the early stages according to clear rules. After completing financing, disclosure, and development commitments, the underlying tokens still have the opportunity to exit the securities regulatory layer of investment contracts.
At present, it is still just a rule proposal and has not officially come into effect yet.
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