SEC Proposes $75 Million Reg A+ Path for Crypto Token Sales Amid Market Shift

The U.S. Securities and Exchange Commission has released a proposal that extends the existing Regulation A+ exemption to crypto token offerings. Under the plan, issuers could raise up to $75 million annually from the public without filing a full registration statement, provided they meet audit, reporting and disclosure requirements and later transition to full registration after two years.

Key elements of the proposal

• Maximum raise of $75 million per issuer per year.
• Required filing of a Form 1‑A offering circular with audited financial statements.
• Ongoing semi‑annual and current‑event disclosures.
• Additional token‑specific disclosures on smart‑contract audits and wallet custody.
• Two‑year pathway to full registration under the Securities Exchange Act.
• Secondary trading allowed on registered alternative trading systems, though no major crypto exchange currently operates as one.

Why the market may not use it

Capital formation in crypto has largely moved away from public token sales toward faster, lower‑cost mechanisms:

• Meme‑coin launchpads such as Pump.fun on Solana enable anyone to create a token and raise funds via bonding curves in minutes. In the week the proposal was published, Pump.fun recorded its second‑highest revenue day, moving more capital in a single day than many historic ICOs.
• Airdrops and points programs distribute tokens based on user activity rather than sales. Projects like Hyperliquid have used such models, and the total value of airdropped tokens in 2025 exceeded $10 billion.
• Venture rounds using SAFTs continue to raise billions through private placements under Regulation D, which are already legal and faster than a Reg A+ filing.
• Direct listings on decentralized exchanges allow projects to launch tokens without any fundraising, relying on liquidity pools for price discovery.

Compliance costs

Preparing a Reg A+ filing can cost between $200,000 and $500,000 in legal fees, plus $150,000–$500,000 annually for audits. Ongoing reporting adds another $200,000–$500,000 per year. For a $75 million raise, these expenses represent roughly 0.5%–1.3% of the capital, but they are substantially higher than the costs of a private Reg D round.

Historical context

The proposal follows the 2017‑2018 ICO boom, during which more than $20 billion was raised without regulatory oversight. Subsequent SEC enforcement actions targeted projects such as EOS, Telegram, Filecoin, Block.one, Kik, LBRY and Ripple, extracting billions in penalties and settlements.

Potential impact

While the framework is technically sound, its lengthy review process (three to six months) and extensive reporting requirements may deter fast‑moving crypto projects. The SEC’s move appears aimed at establishing jurisdiction over token issuances rather than fostering new capital formation, given that the majority of current fundraising activity lies outside the proposal’s scope.