The proposed rules on one page

Subpart A (Rules 100–104) is the chassis: definitions, non-exclusivity, integration via Rule 152, EDGAR filing, insignificant-deviation relief, unit-counting, CPI-U inflation of the caps, principles-based disclosure, and Rule 262-style disqualification. Every later subpart incorporates Subpart A.

Subpart B, Rule 200, is the startup exemption. Up to $5 million of covered transactions — including certain airdrops, staking/governance/gas rewards and testing fees — over up to four years from Form NOR. Disclosure lives on the issuer’s website, not in an EDGAR offering circular. No financial statements. One-time use per issuer and affiliates for the same or a substantially similar crypto asset. Not limited to “startups.”

Subpart C, Rules 300–307, is the fundraising exemption, modeled on Regulation A but built under section 28 because a CIC is not an “eligible security” under section 3(b)(3) and Rule 261. Two tiers. Investment limits on both. Ongoing reporting on both. Qualification in 20 calendar days. Testing the waters. Continuous offerings with a ban on at-the-market and variable pricing. U.S.-issuer eligibility tests.

Subpart D, Rule 400, is the off-ramp: if the issuer has completed or permanently ceased all essential managerial efforts it represented or promised, is not making and does not intend to make new ones, and files Form TR, the CIC is deemed ceased for the Commission’s administration of the “investment contract” definitions. Self-executing on filing; the Commission may challenge a misrepresentation. Does not bind private litigants. Available to any issuer, not only those who used the exemptions.

Subpart E, Rule 500, defines “qualified purchaser” so that covered transactions under the two exemptions, and specified secondary trades by persons other than the issuer/underwriter/dealer, are “covered securities” under NSMIA §18(b)(3). States keep fraud enforcement, notice filings and fees. Unlike Regulation A, preemption is not limited to Tier 2.

• Form NOR (239.605) — HTML notice of reliance, filed before any Rule 200 covered transaction.
• Form 1-CRYPTO (239.600) — three-part offering statement (XML notification, HTML circular, signatures/exhibits).
• Form 1-KC / 1-SC / 1-UC (239.601–603) — annual, semiannual, current. Both fundraising tiers.
• Form TR (239.604) — four checkboxes: 200(e) startup exit, 305(c) holder-count suspend, 305(d) Exchange Act / CIC-ceased terminate, 400(b) safe harbor.

• If you want a third tier — a true retail-reg-A-size offering with no investment limits and no ongoing reports — you are asking the Commission to reopen the Reg A compromise. Bring comparative fraud data, not vibes.
• If you think section 28 is the wrong hook and the Commission should amend Rule 261(c) to add CICs as eligible securities, that is a cleaner statutory story but a heavier lift: it would import Reg A’s eligible-issuer and “bad actor” machinery wholesale. Spell out which imports you want.
• Use this page as the exhibit list for a board memo. The rest of the briefing is the annotation.