On Tuesday, the U.S. Securities and Exchange Commission (SEC) unveiled its long-awaited draft Regulation Crypto Assets. This initiative essentially creates a legal bridge for selling tokens to American investors and, critically, for the first time offers a formalized, rather than judicial, mechanism for a digital asset to exit the jurisdiction of securities law.

This question — exactly how an asset ceases to be a security — was a cornerstone of the famous SEC vs. Ripple confrontation. Now, instead of years of litigation, the regulator proposes clear, written conditions.

What the new draft offers token issuers

The draft provides two paths for exemption from registration under U.S. securities law:

  • One-time option: allows raising up to $5 million in total over four years.
  • Alternative option: permits raising up to $75 million within any 12-month period.

Both paths require issuers to provide investors with simple and clear explanations of the project's essence. Projects using the larger quota must also publish financial statements and file ongoing reports. Federal regulation will take precedence over regional rules, overriding individual state requirements for such primary offerings and certain secondary trades.

In structure, this resembles the ICO era, when projects raised billions through public sales until regulators shut down that market. Now, maximum amounts and transparency requirements are fixed from the start.

This package continues the joint token classification published by the SEC and the U.S. Commodity Futures Trading Commission (CFTC) on March 17. That clarification outlined how a crypto asset that is not a security can enter or exit an investment contract — the legal form that brings token sales under securities law. Public comments will be accepted for 60 days after publication in the Federal Register.

The question that made XRP famous gets a written answer

The SEC sued Ripple in 2020, alleging that XRP sales violated registration requirements. Judge Analisa Torres ruled in 2023 that XRP itself is not a security, but certain institutional transactions violated the law. The process concluded in August 2025.

That ruling created a problem faced by all projects after Ripple. A token could only gain exemption from security status through a court decision, but until now there was no clear algorithm for exiting without litigation. The new safe harbor offers the missing mechanism.

When a team fulfills or officially ceases the stated managerial work for buyers, the asset will no longer fall under the definition of an investment contract. "Consistent with the commission's prior guidance, the current proposal also provides a safe harbor for an issuer that has completed or permanently ceased all key managerial actions it stated or promised as part of the investment contract," said SEC Chair Paul S. Atkins in a release.

The market barely reacted. XRP is hovering around $1 — almost no change over the day. The token's market cap is $62.7 billion, ranking sixth overall. XRP's price remains far from its July 2025 record of $3.65.

The focus now shifts to the comment period and congressional review, where the CLARITY Act, which defines the market structure for digital assets, awaits a Senate vote. The final terms of the "safe harbor" will be crucial for issuers that launched tokens outside the U.S.: they will determine whether sales return to the American market.

My analysis: This is certainly a step forward compared to the policy of "regulation through enforcement," but the devil, as always, is in the details. The criteria for "cessation of managerial work" could be interpreted ambiguously, and they will become the battleground for new legal disputes. The market, however, has already learned not to react to regulatory announcements, waiting for concrete results.