Rule 101 — non-exclusive, integrated, electronic, forgiving, unitized

Rule 101(a) is the “and also” clause. Attempted compliance with Regulation Crypto Assets is not an exclusive election. An issuer may also claim any other exemption it actually qualifies for. That is how a Rule 200 startup round can sit next to a Rule 506(c) SAFT for a different instrument, or a Reg S offshore sale, without the RCA filing poisoning the well — provided Rule 152 integration does not glue them together.

Rule 101(b) sends integration to Rule 152, with conforming amendments to 152(c) and (d) so RCA offerings are recognized as a 152-safe offering. Practically: a 30-day gap after a general-solicitation RCA raise, or a 152(b) facts-and-circumstances analysis, is the path to a subsequent 506(b). Do not assume a NOR filing is a 152(a) safe harbor of its own.

Rule 101(c) makes EDGAR mandatory, via a new Regulation S-T 232.101(a)(1)(xxxix). Form NOR, Form 1-CRYPTO, the periodic stack and Form TR are all electronic. Website disclosure under Rule 200(d) is the exception that lives off EDGAR — the NOR still goes on EDGAR and must point at the URL.

Rule 101(d) is the insignificant-deviation savings clause. Three-part test: the failure did not pertain to a term intended to protect that particular purchaser; it was insignificant to the offering as a whole; and a good-faith reasonable attempt was made to comply. Unlike Regulation A Rule 260, the Commission does not list deviations that are per se significant. The savings clause does not stop a section 20 action or a Rule 306 suspension. It is a private-right / offering-validity patch, not an enforcement holiday.

If an issuer sells a covered investment contract to an investor for $100, and the covered investment contract contemplates that the issuer will distribute 10 units of the subject crypto asset to the investor, then at the time of the sale the investor is deemed to have purchased 10 units of the covered investment contract at a price of $10 per unit.

Rule 101(e) unitizes the CIC to the token. One unit of CIC = one unit of subject crypto asset. Price per unit is the token price. That is how Form 1-CRYPTO Part I XML and the investment-limit arithmetic stay in token units rather than in “contracts.” It also means a $5 million cap is a dollar cap, not a token-count cap: if the token reprices, the remaining headroom is the leftover dollars, not leftover tokens.

• Compare Rule 101(d) to Rule 508 (Reg D) and Rule 260 (Reg A). 508 is narrower (does not protect against Commission actions either, and “insignificant to the offering as a whole” has case law). 260 lists significant deviations. 101(d) is 508-shaped without 260’s list.
• Rule 152 was rewritten in 2020. The conforming amendments in this release are the place to check whether an RCA general solicitation kills a subsequent 506(b) inside 30 days. It will.

• Ask the Commission to list per se significant deviations (offering-limit overage; failure to file NOR; Rule 104 disqualification; failure to qualify Form 1-CRYPTO before sale). Silence here is a gift to enforcement discretion and a cost to opinion practice.
• Ask for a note that a Form NOR filing is a Rule 152(a) offering, so the 30-day clock is unambiguous.
• Unitization: SAFT-style delayed delivery (dollars now, tokens at TGE) needs a worked example. The $100/10-token note assumes simultaneous sale and distribution.