qinbafrank|Aug 20, 2026 00:03
The significant shift in US cryptocurrency regulation: a structural change from "enforcement style regulation" to "rule-based regulation". Yesterday, there was another major push for the strengthening of encryption: the SEC proposed to exempt some digital asset issuances from submitting securities registration statements, with exemption limits of up to $5 million and up to $75 million, respectively. The proposal puts forward relevant requirements for the issuer, including submitting financial statements and meeting ongoing disclosure obligations, while establishing a safe harbor clause to exclude relevant assets from the definition of "investment contracts" under securities law.
1. The significance of this proposal lies in:
The regulation of digital assets in the United States has truly begun to shift from "using law enforcement to determine who is breaking the law first" to "providing rules for the issuance, disclosure, circulation, and exit of projects that can be followed first": previously it was "post enforcement", now it is "pre compliance path", and the rule path is more friendly and clear
2. The truly revolutionary part: separating "tokens" and "investment contracts"
The "covered investment contract" defined in the proposal must simultaneously meet the following requirements:
A contract, transaction, or plan constitutes an investment contract;
There is a cryptocurrency asset attached to the investment contract;
The encrypted asset itself is not a security;
No stocks, bonds, or other assets are simultaneously attached to this investment contract.
This continues the core viewpoint proposed by the SEC and CFTC in March of this year: "Many cryptocurrency assets are not securities themselves, but issuers' commitments to develop networks, increase token value, develop ecosystems, etc. may make the purchase behavior constitute an investment contract; as these commitments are fulfilled, the investment contract can be terminated.
This forms a new lifecycle:
Phase 1: Issuance and Financing:
Phase 2: Network Construction (Building Phase)
Phase Three: Termination of Investment Contract
When the issuer has completed or permanently ceased all of its promised 'key management efforts' and no longer makes new similar commitments, a Form TR can be submitted to indicate that the investment contract has been terminated.
Phase Four: Token Departure from Securities Law
After meeting the safe harbor, the SEC will consider that the investment contract previously attached to the token has disappeared, and the securities registration and ongoing reporting obligations will terminate from the time the safe harbor is met.
This is equivalent to the SEC acknowledging a key fact:
Securities attributes can be attributes of trading and commitment relationships, not necessarily attributes of tokens that remain permanently unchanged
This is actually the US version of the token regulatory lifecycle model. It is easier to operate than the vague "fully decentralized" standard of the past, because the core is no longer just judging whether the network is abstractly decentralized enough, but checking whether the issuer has fulfilled the key commitments they made initially.
This is where the proposal is more important than the financing amount itself.
3. A true 'compliant public token financing market' may emerge in the United States
If the new rules are implemented, they will provide a more direct route: "Publicly market in the United States - sell to retail investors and institutions - disclose tokenomics and development commitments - allow for more free circulation - exit investment contracts after project maturity.
This will reduce the legal and time costs of issuing coins in the United States, and may also reduce highly complex offshore structures such as "US teams, Cayman foundations, Swiss associations, overseas TGEs". The SEC has explicitly listed reducing offshore operations of projects and expanding opportunities for American investors as proposed goals.
4. SEC's policy goal shifts from 'preventing unregistered coin issuance' to 'allowing compliant coin issuance'
The exemptions of $5 million and $75 million mean that the SEC no longer considers all public token financing as activities that should be suppressed, but has begun to design specialized financing channels.
Simply put
The US regulatory authorities have truly begun to establish a specialized channel for cryptocurrency assets to enter the US capital market. The SEC officially accepted three principles for the first time:
1) The token itself and the investment contract issuing it can be separated;
2) Investment contracts can terminate with the project lifecycle;
3) Securities regulation should not only prevent risks, but also proactively design rules for the formation of encrypted network capital.
It can indeed be said that this is a significant shift in US cryptocurrency regulation, and it is also the starting point for US compliance with ICO, on chain capital formation, and the lifecycle system of digital asset securities.
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