[
  {
    "i": 0,
    "speaker": "Speaker 1",
    "text": "The SEC proposed a new regulation of crypto assets that seeks to facilitate capital formation, accommodate innovation, and protect investors in the crypto asset markets."
  },
  {
    "i": 1,
    "speaker": "Speaker 1",
    "text": "The proposal includes two new offering exemptions [music] for certain investment contracts involving crypto assets and a safe harbor that would provide clarity on when [music] a crypto asset is no longer subject to an investment contract. To start, let's clarify."
  },
  {
    "i": 2,
    "speaker": "Speaker 1",
    "text": "What is a crypto asset? A crypto asset is any digital representation of value that is recorded on a cryptographically secured distributed ledger. Some crypto assets are generally not securities [music] such as digital commodities, digital collectibles, digital tools, and [music] certain stablecoins."
  },
  {
    "i": 3,
    "speaker": "Speaker 1",
    "text": "However, a crypto asset that is not a security may still become subject to the federal securities laws if it is offered and sold subject to an investment contract. The proposed exemptions and safe harbor apply to certain investment contracts involving crypto assets."
  },
  {
    "i": 4,
    "speaker": "Speaker 1",
    "text": "The proposed rules call these covered investment contracts. So, what are the proposed new exemptions? First, there is a startup exemption. And second, the fundraising exemption. We will explore both now. The startup exemption is focused on temporary relief."
  },
  {
    "i": 5,
    "speaker": "Speaker 1",
    "text": "It permits offerings of up to 5 million during a 4-year period from an issuer that is any entity, individual, or a group of individuals or entities. And it is to be used only once by an issuer. The fundraising exemption has two tiers."
  },
  {
    "i": 6,
    "speaker": "Speaker 1",
    "text": "Tier one permits offerings of up to 20 million during each 12-month [music] period. Tier two permits offerings of up to 75 million during [music] each 12-month period."
  },
  {
    "i": 7,
    "speaker": "Speaker 1",
    "text": "For each tier, the issuer must, among other things, >> [music] >> be an entity organized in the United States. Each offering tier has different reporting requirements. >> [music] >> Some additional key elements that apply to both exemptions include:"
  },
  {
    "i": 8,
    "speaker": "Speaker 1",
    "text": "To use the exemptions, issuers would be required to make filings with varying levels of disclosures. Issuers that use the exemptions would remain subject to federal anti-fraud and anti-manipulation rules. An issuer would be able to rely on one or more of these provisions while also relying on other exemptions or safe"
  },
  {
    "i": 9,
    "speaker": "Speaker 1",
    "text": "harbors in the federal securities laws. If an issuer conducted one or more of these offerings, either concurrently or close in time with another offering, the integration framework may apply. Initial sales and some secondary sales would be preempted from state registration and qualification."
  },
  {
    "i": 10,
    "speaker": "Speaker 1",
    "text": "Turning to the safe harbor, this new provision would provide clarity on when a crypto asset would no longer be subject to an investment contract."
  },
  {
    "i": 11,
    "speaker": "Speaker 1",
    "text": "To meet the conditions of the safe harbor, the issuer would need to have completed or otherwise permanently ceased all essential managerial efforts that it represented or promised it would engage in, and it must not make or intend to make any new representations or promises to engage in essential managerial efforts."
  },
  {
    "i": 12,
    "speaker": "Speaker 1",
    "text": "This safe harbor is not the only way that a crypto asset may cease to be subject to an investment contract or fall outside the scope of the federal securities laws. This video is intended to provide only a high-level summary of the proposed rule crypto assets proposed release."
  },
  {
    "i": 13,
    "speaker": "Speaker 1",
    "text": "As always, we encourage you to take a look at the fact sheet and the full proposed release for more information. To learn about how you can comment on the proposed rules, check out our video and other resources at sec.gov."
  },
  {
    "i": 14,
    "speaker": "Speaker 1",
    "text": "release for more information. To learn about how you can comment on the proposed rules, check out our video and other resources at sec.gov."
  }
]