The U.S. Securities and Exchange Commission has proposed two fundraising routes for eligible crypto issuers, but neither exemption is available under a final rule today.
Under Regulation Crypto Assets, one path would provide a one-time startup exemption covering up to $5 million over four years. A separate exemption would permit Tier 1 offerings of up to $20 million and Tier 2 offerings of up to $75 million during a 12-month period.
These are proposed limits, not amounts that an issuer has raised. Comments are due October 20, 2026, and the SEC may change the eligibility rules, conditions, disclosures or final text after reviewing submissions.
Two routes with different scale
| Proposed route | Proposed limit | Selected obligations |
|---|---|---|
| Startup exemption | Up to $5 million once over four years | Principles-based disclosures; federal antifraud and anti-manipulation provisions remain applicable |
| Tier 1 fundraising exemption | Up to $20 million per 12 months | Principles-based disclosures; federal antifraud and anti-manipulation provisions remain applicable |
| Tier 2 fundraising exemption | Up to $75 million per 12 months | Financial statements and continuing reports, alongside disclosure and antifraud obligations |
The distinction between Tier 1 and Tier 2 is important. The SEC’s press release summarizes the second route as allowing offerings up to $75 million. The accompanying fact sheet and full proposal provide the more precise structure: $20 million for Tier 1 and $75 million for Tier 2, each measured over a 12-month period.
Exemption would not mean exemption from accountability
Both proposed routes rely on principles-based disclosures. Tier 2 would add financial statements and continuing reports, reflecting the larger proposed offering ceiling. Issuers using either route would remain subject to federal anti-fraud and anti-manipulation provisions.
The proposal also includes a conditional investment-contract safe harbor. That feature does not turn the fundraising routes into unconditional permissions. Access would depend on the proposal’s eligibility requirements and other conditions.
What issuers and investors can conclude now
The proposal gives eligible issuers a framework to evaluate, not a live exemption to claim. It sets out potential capital limits and a disclosure ladder in which the larger Tier 2 route carries financial-statement and ongoing-reporting duties.
It does not establish that any issuer qualifies, that any offering has been approved or that the Commission will adopt the thresholds unchanged. The next material developments are the close of comments on October 20 and any subsequent SEC revision or final action.
Sources: SEC proposed rule Release Nos. 33-11434 / 34-106150, SEC press release 2026-76 and Regulation Crypto Assets fact sheet. Checked September 20, 2026.
Investment disclaimer: This article is provided for general information only and does not constitute investment, financial, legal or tax advice. Digital assets are volatile, and all investment decisions and their consequences are your own responsibility.