The U.S. Securities and Exchange Commission (SEC) on Tuesday unveiled its long-awaited draft Regulation Crypto Assets. This regulatory initiative essentially creates a formal and transparent mechanism for selling tokens to investors in the U.S., and for the first time offers a clear framework for how an asset can exit the jurisdiction of securities laws. The question of exactly how a token can cease to be considered a security has been a sticking point in the high-profile SEC v. Ripple case, and now the regulator appears ready to provide a written answer.
What the new rules offer issuers
The draft provides two scenarios for exemption from registration. The first is a one-time option allowing up to $5 million to be raised in total over four years. The second, more extensive option, allows raising up to $75 million over any 12-month period, but with additional requirements for disclosing financial statements and regular reporting. In both cases, issuers are required to provide investors with simple and clear explanations of the project's essence.
The structure of the new rule is in many ways reminiscent of the ICO era, when projects raised billions of dollars through public sales until regulators shut down that market. However, now the maximum amounts and transparency requirements are set in advance. Notably, federal regulation will take precedence over state laws, removing one of the main barriers to primary offerings.
This package of measures complements the joint token classification published by the SEC and CFTC in March. That document, among other things, clarified how a crypto asset that is not a security can enter or exit an investment contract—the legal form that causes a token sale to fall under securities law. Public comments on the new draft will be accepted for 60 days.
The question that made the XRP case famous has received a written answer
Recall that the SEC sued Ripple in 2020, alleging that XRP sales violated registration requirements. In 2023, Judge Analisa Torres ruled that XRP itself is not a security, but certain institutional transactions did violate the law. That verdict set a precedent but left the main question unanswered: how can a project exit the "gray zone" without litigation?
The new initiative offers exactly such a mechanism. According to the draft, if a team completes or officially ceases its stated managerial work for buyers, the asset no longer falls under the definition of an investment contract. This is a kind of "safe harbor" for issuers that have fully abandoned promises of profit.
The market, however, reacted cautiously. XRP is still trading around $1, with a market capitalization of $62.7 billion (sixth place in the overall ranking), far from its all-time high of $3.65 set in July 2025. The key stage now is the comment period and consideration in Congress, where the CLARITY Act, which defines the market structure for digital assets, awaits a Senate vote.
My analysis: This is indeed a landmark step, but one should not get carried away. Regulatory clarity is not always an immediate catalyst for growth. The key factor for XRP and other tokens will be not so much the rule itself, but the final terms of the "safe harbor" for issuers that have released tokens outside the U.S. Whether sales return to the American market depends directly on those terms. Investors should closely monitor the final version of the rules, rather than the initial intentions.