SEC Publishes First Crypto Fundraising Rule in 90 Years; Tokenized Stocks Blocked by Reg NMS
The U.S. Securities and Exchange Commission (SEC) has released the 'Regulation Crypto Assets' Notice of Proposed Rulemaking, marking the first formal fundraising framework for crypto-native projects in the agency's 90-year history. This proposal introduces two specific fundraising exemptions—up to $5 million over four years and up to $75 million annually—alongside a decentralization safe harbor that allows tokens to exit SEC jurisdiction once protocols become autonomous. While this provides clarity for crypto-native capital formation, a separate, highly anticipated 'innovation exemption' for tokenized stocks and bonds remains stalled. This delay is driven by structural conflicts between blockchain-based Automated Market Makers (AMMs) and the SEC’s Regulation NMS, specifically the Order Protection Rule (Rule 611). Major exchanges like Nasdaq, NYSE, and Cboe argue that AMM pricing mechanisms are incompatible with the National Best Bid and Offer requirements, creating a 'two-tier market' risk. Consequently, the integration of traditional assets like U.S. equities and Treasuries onto blockchain rails faces significant technical and political hurdles. With the Citi Institute projecting a $5.5 trillion tokenized-asset market by 2030, the inability to reconcile legacy equity plumbing with blockchain infrastructure threatens to delay institutional adoption. The SEC's ongoing struggle to balance market competitiveness with existing investor protection mandates highlights the friction between modernizing financial rails and maintaining established regulatory standards.
