Can I Legally Raise Money With a Token Without Registering With the SEC?

Can I actually raise a token round right now without registering it as a securities offering?

That question just got a real answer. But it is more complicated than “yes” or “no.”

On August 18, 2026, the SEC formally proposed “Regulation Crypto Assets,” a new federal offering regime designed for crypto and token investment contracts. The proposal creates two exemption tiers: one for offerings of up to $5 million in a one time offering, and another for up to $75 million in any rolling 12 month period. It would also preempt certain state securities registration requirements.

But there is an important catch.

As of August 26, 2026, this is still a proposal. A 60 day comment period is underway, and the final rule could change before adoption.

What Regulation Crypto Assets Actually Creates

The SEC’s proposal creates a new offering framework specifically for crypto and token investment contracts.

Instead of forcing every token offering into existing securities exemptions, the proposed framework creates two size based exemption tiers:

• Up to $5 million in a one time offering.
• Up to $75 million in any rolling 12 month period.
• Potential preemption of certain state securities registration requirements.

For a founder planning a token raise, those numbers could materially change how the offering is structured.

But they should not be treated as available exemptions today.

An Exemption Does Not Mean “No Securities Law”

This is one of the most important points.

The proposed exemption would not remove all securities law obligations.

Anti fraud and disclosure requirements would still apply. The SEC has also signaled continued enforcement against issuers that treat the proposed exemption as a blanket safe harbor.

So even if your offering eventually qualifies for one of the new exemptions, you cannot treat that as permission to make unsupported statements to investors.

Your offering documents still need to accurately explain the investment.

Your communications still matter.

And your fundraising process still needs appropriate disclosure controls.

The Rule Is Not Final Yet

This point should be front and center in any token fundraising plan.

As of August 26, 2026, Regulation Crypto Assets remains a proposal.

The 60 day comment period is still open, and the final version may differ from the current proposal.

That creates a timing question for founders.

Should you structure the offering around the proposed regime now?

Should you wait?

Or should you continue using an existing exemption while the SEC works through the rulemaking process?

There is no universal answer.

The important point is that you should not draft your transaction documents as if the proposed rule is already effective.

Watch Your Other Fundraising Exemptions

A token raise may not be analyzed in isolation.

If your company is already conducting another exempt offering, integration rules can affect the analysis.

For example, you might already have a Regulation D financing or a Regulation Crowdfunding offering underway. Adding a token offering could cause the transactions to be considered together for exemption purposes.

That matters because the applicable offering caps may then be calculated across the combined transactions.

A founder who assumes that each exemption creates its own completely separate fundraising bucket could accidentally exceed an applicable limit.

Before adding a token raise, review every other securities offering currently running or recently completed.

Common Founder Mistakes

• Assuming a crypto exemption means securities law no longer applies: The proposed Regulation Crypto Assets framework is an exemption from registration requirements, not a blanket exemption from securities law. Anti fraud and disclosure obligations would still apply. Founders who treat the new framework as permission to make aggressive or unsupported investor claims can create liability even if the offering itself qualifies for an exemption.
• Stacking a token raise without checking aggregation rules: A founder may already be raising money under Regulation D or Regulation Crowdfunding and then add a token offering, assuming each exemption has its own independent cap. Integration rules can combine offerings for exemption purposes, potentially causing the company to exceed the applicable fundraising limits. Review the full fundraising history before adding another offering.
• Drafting documents as if the proposal is already law: As of August 26, 2026, Regulation Crypto Assets is still in the proposal and comment stage. The text can change before the SEC adopts a final rule. Building definitive deal documents around today’s proposed language can therefore create problems if the final requirements differ from the current proposal.
• Ignoring the state securities analysis: The proposal would potentially preempt certain state registration requirements, but founders should not assume that every state requirement disappears automatically. The specific scope of preemption needs to be confirmed for the offering and jurisdictions involved. Treating the proposed federal framework as a complete replacement for state analysis can leave an unnecessary compliance gap.

10-Minute Token Raise Self-Check

Before launching a token fundraising round, ask:

• Would my offering fall under the proposed $5 million or $75 million tier?
• Have I confirmed whether the relevant state registration requirement would actually be preempted?
• Am I currently running a Regulation D or Regulation Crowdfunding offering?
• Could integration rules combine that offering with my token raise?
• Do my documents clearly state that the new SEC framework is still only proposed?
• Have I built appropriate disclosure and anti-fraud protections into the offering?

If you cannot answer these questions clearly, get the structure reviewed before accepting investor funds.

Bottom Line

Regulation Crypto Assets could create a dedicated federal path for certain token offerings, but it is not law today.

The SEC proposed the framework on August 18, 2026, with exemption tiers of up to $5 million for a one time offering and $75 million over a rolling 12 month period. A 60 day comment period is now underway.

For founders, the biggest mistake would be treating those proposed limits as though they are already available.

Review your existing fundraising exemptions. Check integration rules. Understand the proposed state preemption. Keep disclosure and anti-fraud requirements in place.

And most importantly, remember that the rule can still change before it becomes final.

Are Your Fundraising Blind Spots Costing You Leverage?

Join our upcoming Founders Master Class on September 15, 2026. We will cover three fundraising blind spots that can cost founders leverage: diligence preparation, term sheet mechanics, and board control.

Reserve your seat: https://howtoraisevcround.com/how-to-raise-priced-round-2