Rule 200 — $5 million, four years, a website, and a one-time ticket

The Commission’s theory of Rule 200 is that early-stage crypto projects need to put tokens in many hands — testers, governors, gas-payers, community members — in order to produce the network effects that later let the CIC separate. Existing exemptions either restrict resale, restrict retail, or cost more than $5 million of development capital can bear. Rule 200 is the cheap, public, unrestricted pipe. It is also a four-year fuse: the issuer certifies an intent to fulfill essential managerial efforts within four years, and files Form TR at the end.

The six conditions, in the order counsel will diligence them

• Duration. Covered transactions only after Form NOR is filed, and only until the earlier of four years after that filing or the Form TR date.
• Issuer. Entity, individual, or group. If a group, every member signs NOR and TR and must independently satisfy every condition. This is how an unincorporated team uses the exemption.
• One-time use. The issuer and affiliates may not have previously relied on Rule 200 for the same subject crypto asset or a substantially similar one, other than during the current four-year window. Serial NOR filings for “v2 tokens” are the abuse the Commission is aiming at.
• Offering limit. Aggregate offering price plus gross proceeds of prior covered transactions in the window ≤ $5 million. Non-cash counted under Rule 100.
• Disclosure and filing. 200(c) NOR, 200(d) website 103, 200(e) TR.
• Subpart A, including Rule 104 disqualification.

Form NOR — the public starting gun

HTML on EDGAR, before any covered transaction. Contents: issuer identity, subject-asset name, the URL of the Rule 103 website, and a certification of intent to fulfill essential managerial efforts within four years. Permissive amendments plus mandatory amendments when the information becomes materially inaccurate. The NOR is not an offering circular and is not staff-reviewed for qualification. It is a notice. The 103 content lives at the URL.

Website disclosure — the anti-EDGAR choice

Rule 200(d): the 103 information must be publicly accessible, free of charge, at the NOR URL, at or before the NOR filing. Keep it live. Update for material changes within 30 days after each calendar year-end. The Commission is matching current ICO practice (whitepaper on the website) so small issuers do not have to become EDGAR filers for narrative. That is also why the IRFA says this design is the small-entity accommodation. It is not a 10b-5 holiday: the website is a public statement, 103(a) requires consistency with it, and the antifraud provisions remain.

Form TR — the forced conversation with Rule 400

No later than four years after the NOR, the issuer files Form TR. The startup TR is the 200(e) box: the four-year experiment is over. If the issuer has in fact completed or permanently ceased essential managerial efforts, it can also check the 400(b) box on the same form and claim the safe harbor. If it has not, the CIC is still a CIC, the exemption has expired, and further offers and sales need a new exemption or a registration. There is no “just keep going.”

• PRA estimate: 99 startup offerings a year, taken from 2024 Reg D / Reg CF crypto offerings of ≤ $5 million. 56 burden hours. $3.52 million annual cost at $635/hour.
• Alternatives already drafted (pp. 269–272): no time limit; 2- or 3-year limit; 5-year limit; $10 million cap (Rule 504 parallel); $1 million cap; a no-capital-raising version limited to airdrops and rewards.
• Peirce Token Safe Harbor 2.0 was a three-year registration holiday with a network-maturity exit. Rule 200 is a four-year offering exemption with a dollar cap and a Form TR exit. Do not conflate them in a comment.
• Authority is section 28, not 3(b). That is why there is no “eligible security” problem and why NSMIA work is pushed to Rule 500.

• The one-time-use condition is the most important drafting comment on Rule 200. Define “substantially similar crypto asset” or every fork, wrap and points-to-token conversion is a facts-and-circumstances exam.
• Group-issuer: require a designated agent for service and a single 103 website, or 200(b)(2) is unworkable for a six-person anonymous team.
• Website disclosure: ask for a hash-pinned, dated 103 page (IPFS or a SHA-256 in the NOR amendment) so the issuer cannot silently rewrite history. Plaintiffs will ask for this in discovery anyway.
• Airdrops that the 2026 Interpretation already excludes should not eat the $5 million cap. Ask for a note that no-consideration disseminations are outside “covered transaction.”
• If you need more than $5 million in year one, you are a fundraising-exemption issuer. Do not ask Rule 200 to become Rule 300.