Crypto startups have 54 days to weigh in on SEC $75M cap

The Securities and Exchange Commission has proposed two fundraising exemptions that would allow eligible crypto projects to raise up to $75 million in a 12‑month period or up to $5 million over four years. The agency opened a formal comment period that runs until Oct. 20, 2026; the public docket showed 31 posted comments and one meeting memorandum as of Aug. 27, with no major exchanges, large asset managers or large token issuers visible in the docket labels.

The proposal sets out disclosure requirements, investor protections, rules for counting non‑cash compensation and tests for when separate offerings must be aggregated under the $75 million cap. The SEC asked for input on the exemptions’ mechanics and several early filings focus on technical questions that could shape the final rule.

In its filing, Ohanae Securities, an SEC‑ and FINRA‑registered broker‑dealer, sought clarification on how the $75 million exemption can be used and urged the agency to explain Rule 500 preemption. The firm also proposed an EDGAR status hub to track filings, stronger Form TR reporting and safe‑harbor language to protect unaffiliated regulated intermediaries that rely on issuer statements in good faith.

ARKONIX argued that separate fundraising efforts should not be aggregated merely because they use the same custody or issuance infrastructure. The firm used an example where 10 partners each raise $20 million and said those raises should not be treated as a single $200 million issuer total if each partner operates its own vault.

Beeezo asked the SEC to treat predetermined, stable‑value commercial payments differently from services paid in an issuer’s own token when calculating non‑cash consideration. Tilden Moschetti opposed the proposed startup exemption as drafted and recommended narrowing eligible entity types, imposing per‑investor limits, requiring scaled financial assurances, mandating permanent EDGAR disclosure, requiring material updates within four business days and tightening resale and insider restrictions.

A docket entry from a Digital Chamber submission identified a meeting memorandum dated Aug. 19 and noted that the Token Alliance previously submitted 13 responses covering 48 questions with input from more than 75 members; those earlier materials sit in a pre‑proposal archive and are not included in the S7‑2026‑27 comment tally.

Early comments center on how to apply the $75 million ceiling, how to treat token or other non‑cash payments, and what reporting and intermediary protections are required. Several filings raise operational examples, such as multiple project partners using the same custody provider, to argue for or against aggregation rules.

The SEC will use the rulemaking record to finalize definitions, aggregation tests, resale limits and intermediary responsibilities. With the Oct. 20 deadline approaching, interested startups, intermediaries and other parties have a shrinking window to file comments that will become part of the formal record.