- Jeff "Fuzzy" Wenzel
- Posts
- The CLARITY Act of 2025: Defining the Future of Token Fundraising
The CLARITY Act of 2025: Defining the Future of Token Fundraising
How new legislation gives blockchain entrepreneurs a legal path to raise capital while protecting investors
Learn from this investor’s $100m mistake
In 2010, a Grammy-winning artist passed on investing $200K in an emerging real estate disruptor. That stake could be worth $100+ million today.
One year later, another real estate disruptor, Zillow, went public. This time, everyday investors had regrets, missing pre-IPO gains.
Now, a new real estate innovator, Pacaso – founded by a former Zillow exec – is disrupting a $1.3T market. And unlike the others, you can invest in Pacaso as a private company.
Pacaso’s co-ownership model has generated $1B+ in luxury home sales and service fees, earned $110M+ in gross profits to date, and received backing from the same VCs behind Uber, Venmo, and eBay. They even reserved the Nasdaq ticker PCSO.
Paid advertisement for Pacaso’s Regulation A offering. Read the offering circular at invest.pacaso.com. Reserving a ticker symbol is not a guarantee that the company will go public. Listing on the NASDAQ is subject to approvals.
The CLARITY Act of 2025: A Roadmap for Token Fundraising
For years, entrepreneurs in blockchain and crypto have struggled with unclear regulations. The explosion of ICOs in 2017–2018 raised billions, but many projects ran afoul of securities laws, leading to lawsuits and setbacks that slowed innovation. Today, a new piece of legislation promises to change that: the CLARITY Act of 2025.
This bipartisan bill provides long-awaited definitions and exemptions for digital assets. Its goal is simple: to allow blockchain protocols to raise capital legally while giving investors the protections they deserve.
What the CLARITY Act Does
The CLARITY Act creates a safe harbor for blockchain projects issuing tokens. It gives protocols a legal framework to raise to $75 million annually without full SEC registration, provided they meet disclosure requirements. Over four years, a project could potentially raise $300 million, while annual caps keep fundraising measured.
Instead of relying on offshore entities or complex workarounds like SAFTs, U.S.-based teams will be able to sell tokens directly to investors. Tokens issued under this model can later transition into “digital commodities” once sufficient decentralization is proven, allowing them to trade on exchanges like Coinbase, Kraken, or Binance.
Why It Matters
Clear rules will unlock innovation much like equity crowdfunding did for startups. Projects will be able to operate domestically without fear of sudden enforcement actions. Investors gain transparency, standardized disclosures, and anti-fraud safeguards.
For developers, this means no more Swiss foundations or overseas registrations to raise funds. Teams can incorporate in the U.S., issue tokens under the law, and focus on building protocols that drive real adoption.
Examples of What’s Possible
A decentralized oracle network could disclose its roadmap and tokenomics, then raise $75 million to bootstrap nodes and integrations.
A scaling solution like Polygon could raise in phases, allocating tokens to developers and stakers with full disclosures.
A DAO platform could legally fund development by issuing governance tokens, while gradually transitioning those tokens into regulated digital commodities.
These offerings resemble the ICO model but with accountability built in. Entrepreneurs receive genuine capital for innovation, while investors benefit from liquidity opportunities and clear risk disclosures.
A Catalyst for U.S. Blockchain Growth
With nearly 10,000 tokens already in circulation, the passage of the CLARITY Act could double that number. More importantly, it could shift innovation back to the U.S. Instead of teams setting up overseas, entrepreneurs will form U.S. corporations, employ local talent, and contribute to the domestic economy.
The act balances innovation with responsibility. By combining structured disclosures, annual fundraising limits, and eventual oversight by the CFTC, it ensures that capital flows into legitimate projects while reducing the risks of fraud that plagued early ICOs.
Looking Ahead
The CLARITY Act is still moving through the Senate, but its bipartisan momentum suggests meaningful progress. For founders building protocols, now is the time to prepare compliant disclosures. For investors, the future holds a new wave of token-based offerings that combine innovation with legal clarity.
This legislation isn’t just about crypto regulation. It’s about equitable access to capital, the next stage of tokenized fundraising, and positioning the U.S. as the home for blockchain innovation.
Reply