Coinbase Seeks $120 Million Tier in SEC Crypto Fundraising Proposal

Coinbase is asking the SEC to raise the proposed Tier 1 fundraising limit to $120 million per 12 months and remove the Tier 2 ceiling for issuers providing audited financial statements, widening the framework's potential reach.

The exchange's comment letter, submitted Oct. 20 as the public comment period closed, supports the proposed Regulation Crypto Assets framework while seeking changes to its fundraising limits and secondary-trading rules.

Under the proposal, eligible startups could raise up to $5 million over four years. A separate exemption sets 12-month limits of $20 million for Tier 1 and $75 million for Tier 2. Tier 1 sales by issuer affiliates would be limited to $6 million. Coinbase wants the startup ceiling raised to $20 million, the Tier 1 limit increased to $120 million and the Tier 2 cap removed for issuers that provide audited financial statements.

The SEC released the proposal Aug. 18 and published it in the Federal Register on Aug. 21. It would provide limited relief from securities-registration requirements for certain investment-contract transactions involving crypto assets. Both exemptions call for narrative disclosures; the fundraising exemption also requires financial statements and continuing reports. The SEC still lists the framework as proposed.

Coinbase wants distributions made without payment, or in return for network activity such as testing or governance, excluded from offering limits and filing requirements. The examples in its letter include airdrops, participation rewards, testing incentives and ecosystem grants.

For later trades, Coinbase argues that a purchase from a holder unaffiliated with the issuer should not be treated as a securities transaction if the buyer receives no rights under the related investment contract. It separately wants trading permitted on centralized and decentralized exchanges while that contract remains in effect.

Coinbase says U.S. projects have often depended on private fundraising, delaying retail access until their networks are operating. The exchange argues that this pattern can concentrate early token ownership and restrict broader participation. Its letter, signed by General Counsel Molly Abraham and Vice President of Global Regulatory Policy Scott Bauguess, states: “The framework’s success depends most on confirming that a Token is not a security.”

The filing followed earlier debate over the proposed fundraising exemptions. The SEC has not adopted the framework, and the Oct. 20 deadline for public comments has passed.