SEC and CFTC New Rules Unlock Three Compliant Crypto Fundraising Models Without Token Sales

The SEC and CFTC have issued new regulatory guidance that identifies three compliant fundraising models for crypto projects, none of which require a token sale. The coordinated action marks a significant shift in how U.S. regulators approach crypto capital formation, offering founders clearer pathways through a legal landscape defined by enforcement uncertainty for years.

What the SEC and CFTC Released and Why It Changes the Fundraising Calculus

SEC Chairman Paul Atkins outlined the agency’s updated position on crypto asset regulation in clarifying how existing securities laws apply to digital assets and the fundraising structures built around them. The guidance directly addresses years of ambiguity over whether crypto projects could raise capital without triggering securities violations.

Legal analysts at Sullivan & Cromwell noted that the SEC’s guidance clarifies the application of securities laws to crypto assets, distinguishing between token sales that constitute securities offerings and fundraising structures that operate within existing exemptions.

The CFTC acted in coordination with the SEC, addressing how derivatives and commodity-based instruments intersect with these fundraising models. As both agencies clarified the crypto asset taxonomy and its relationship to federal securities laws, creating a more unified regulatory picture.

This dual-agency approach is notable. Previous crypto regulatory actions from the SEC and CFTC were often uncoordinated, leaving projects uncertain about which agency’s rules applied. The joint framework attempts to close that jurisdictional gap, a development that matters for projects navigating shifting institutional sentiment around crypto assets.

Three Token-Free Fundraising Pathways Now Have Regulatory Clarity

The guidance identifies three fundraising structures that crypto projects can use without conducting a token sale, each operating under existing federal exemptions.

Equity crowdfunding under Regulation CF allows projects to raise capital from both accredited and retail investors through SEC-registered funding portals. Raise caps, disclosure requirements, and investor limits apply, but the structure avoids the securities classification issues that have plagued token-based fundraising. Projects using this pathway must file with the SEC and provide financial disclosures scaled to the amount raised.

Regulation A+ offerings provide a “mini-IPO” framework for larger raises. This exemption permits public solicitation and allows retail investor participation, subject to SEC qualification and ongoing reporting obligations. For crypto projects with higher capital needs, Reg A+ offers a path that carries more regulatory burden but broader investor access, consistent with existing federal crowdfunding and SEC regulation frameworks.

Revenue-sharing and SAFE (Simple Agreement for Future Equity) structures represent the third model. These instruments allow projects to raise funds through contractual agreements tied to future revenue or equity rather than token distribution.

The guidance clarifies that when structured properly, these agreements can fall outside the definition of a securities offering, provided they do not create an expectation of profit derived from the efforts of others, the core element of the Howey test. This distinction is critical for projects that want to raise capital while the broader market contends with volatile trading conditions and leveraged risk.

Each model carries distinct compliance obligations. Reg CF and Reg A+ require SEC filings and disclosures. SAFE and revenue-sharing agreements require careful legal structuring to avoid reclassification as securities.

None of the three models are entirely new legal instruments. What changed is that the SEC and CFTC have now explicitly confirmed their applicability to crypto projects, reducing the enforcement ambiguity that previously deterred founders from pursuing these routes.

Who Benefits and What Still Remains Unresolved

Early-stage protocols and DeFi projects stand to gain the most from the clarified pathways. Teams that previously avoided U.S. fundraising entirely due to legal risk now have documented compliance routes. As the new framework is particularly significant for startups and innovators who have struggled to navigate SEC crypto regulations.

The practical accessibility of these models varies. Reg CF and Reg A+ require legal counsel, SEC filings, and compliance infrastructure that smaller teams may find costly. Revenue-sharing and SAFE agreements demand careful drafting to avoid Howey test violations.

Well-funded projects with existing legal teams are better positioned to take advantage immediately. For smaller builders, the compliance cost may still be a barrier, even as the legal pathway is now better defined. Projects exploring alternative fundraising strategies may also be watching how newer blockchain ecosystems like BlockDAG are structuring early supporter incentives outside the token-sale model.

Several questions remain unanswered. The guidance does not fully address secondary market trading of instruments issued through these models. State-level securities laws, which vary significantly across jurisdictions, may impose additional requirements beyond the federal framework.

DAOs present a particular challenge, as their decentralized governance structures do not fit neatly into any of the three models. The guidance also does not retroactively resolve past enforcement actions; projects that previously conducted token sales under legal uncertainty are not grandfathered into the new framework.

Whether these models see widespread adoption depends on how the SEC and CFTC handle enforcement going forward. Guidance is not binding law in the same way a final rule is, and future administrations could interpret the same statutes differently. For now, the crypto industry has its clearest set of non-token fundraising options to date, but founders should treat the framework as a starting point for legal analysis rather than a guarantee of safe harbor.