SEC Proposes Exemptions for Cryptoasset Offerings: Startup and Fundraising Frameworks Unveiled
The Securities and Exchange Commission (SEC) has proposed tailored exemptions for cryptoasset offerings. The Proposal, released on August 18, 2026, would create two new offering exemptions: a Startup Exemption and a tiered Fundraising Exemption. These exemptions are designed to provide clarity and flexibility for issuers in the cryptoasset markets.
The Startup Exemption would permit raises of up to $5 million over a four-year period with no financial statement requirements. The exemption would not mandate financial statements, investor accreditation, resale restrictions, or that the issuer be organized in the US. However, issuers relying on this exemption would remain subject to the antifraud and antimanipulation provisions of the Federal securities laws.
The Fundraising Exemption, modeled in part on Regulation A, would operate in two tiers: up to $20 million or up to $75 million annually. The issuer must be an entity organized in the US, with a majority of its executive officers or directors who are US citizens or residents, more than 50% of its assets located in the US, and its business administered principally in the US.
The SEC Chairman described the proposed rules as supplying 'the minimum effective dose, maximum freedom to build, and durable clarity under existing law.' The Proposal includes over 150 requests for comment due by October 20, 2026. If finalized, the rules would broadly preempt state securities laws registration and qualification requirements for primary and secondary market transactions.