SEC Crypto Rulebook: One Door Open to Non-US Founders

On 18 August 2026, the SEC proposed Regulation Crypto Assets. It runs more than 400 pages. For the first time there is a defined, exemption-based way to sell a token to US investors without full securities registration. Not an enforcement posture. Not a speech. A written regime with forms, dollar limits and a safe harbor.

Here is the part that matters for the founders I work with, and the part almost every headline gets backwards. Whether this new on-ramp is open to you depends on where you and your company actually sit. As proposed, one door is open to non-US founders. The bigger one is not. And the SEC is, right now, asking whether to open it.

Regulation Crypto Assets creates two exemptions from Securities Act registration, both for what the SEC calls "covered investment contracts," the token sales that today get caught by US securities law.

The startup exemption. A one-time path that lets an issuer raise up to 5 million dollars over a four-year period. You file a short notice of reliance on a new Form NOR and give investors a set of principles-based narrative disclosures. Light touch, capped, built for early projects.

The fundraising exemption. Modeled on Regulation A, it runs in two tiers and lets an issuer raise up to 75 million dollars in any 12-month period. Here you file a full offering statement on a new Form 1-CRYPTO, you provide financial statements, audited above certain thresholds, and you take on ongoing reporting. More capacity, more obligation.

A few features apply across both, and they matter:

• General solicitation is permitted.
• The tokens sold are not treated as restricted securities.
• A new "qualified purchaser" definition preempts state-level securities registration, so you are not fighting fifty separate regimes.
• There is a conditional safe harbor: once the issuer completes or permanently ceases its essential managerial efforts, the covered investment contract is treated as having ceased to exist, and the crypto asset stops being a security under US federal law from that point.

That last provision is the one the industry has wanted for years.

Now the fine print that decides everything for a Turkish, Gulf or offshore founder.

The startup exemption, the 5 million dollar door, does not impose US-centric eligibility criteria. On its face it is available to non-US issuers.

The fundraising exemption, the 75 million dollar door, is different. As proposed, it limits eligibility to issuers that are US-centric under criteria borrowed from the "foreign private issuer" definition: a majority of officers and directors who are US citizens or residents, more than half of the issuer's assets located in the United States, and a business that is principally administered in the United States. Most founders reading this will not meet those tests. As written, the big door is effectively a US-issuer door.

So the real picture for a non-US founder is not "the US just opened up." It is narrower and more useful than that. The 5 million dollar path looks open to you today. The 75 million dollar path, as drafted, is not.

And here is the detail that turns this from news into strategy. The SEC has expressly requested comment on whether to extend the fundraising exemption to foreign private issuers, to match the startup exemption. The regulator has left the question open and is asking the market to answer it.

The public comment period runs for 60 days after the proposal is published in the Federal Register, which puts the deadline in the second half of October 2026.

Most founders treat a comment period as background noise. That is a mistake here. This is one of the rare moments where the people who will have to live under a rule can shape it before it hardens. A non-US founder, or a coalition of them, filing a clear and specific comment on why the fundraising exemption should reach foreign private issuers is not a symbolic gesture. It is the cheapest lobbying you will ever do, and the SEC has invited exactly this input.

If your growth plan needs more than 5 million dollars of US capital formation, the comment window is not something to watch. It is something to use.

One boundary worth drawing, because it catches people. If your token is a payment stablecoin, Regulation Crypto Assets is not your path. A separate US regime governs you.

On the same day, the US Treasury proposed its first substantive rule under the GENIUS Act, defining when a payment stablecoin is issued, offered or sold "in the United States." It is deliberately extraterritorial: it reaches foreign issuers whose stablecoins are offered or sold to persons located in the US, with a safe harbor for foreign issuers who stay genuinely offshore and take reasonable steps to keep US persons out. Comments are due 19 October 2026, and the GENIUS Act''s core licensing requirement is expected to take effect on 18 January 2027. Different regime, different clock. If you touch stablecoins, map that track separately.

None of this is a reason to rush a US raise. It is a reason to get your position straight before the rules finalize.

Classify the asset first. Is your token a covered investment contract in the first place, or has it already moved past the point where US securities law grips it? That single question decides whether any of this applies to you.

If your raise fits inside 5 million dollars, model the startup-exemption path seriously, and check that your structure and cap table can actually carry it.

If you need real scale, decide deliberately between three options: file a comment to push for foreign-issuer access to the 75 million dollar exemption, consider whether a US-centric structure is worth it for your project, or raise through a different route such as Regulation D or Regulation S. These are not interchangeable, and the wrong pick is expensive to unwind.

Map your US exposure honestly. Where are your investors. Where are your users. A single US-resident recipient can change which rules apply, under both the SEC proposal and the stablecoin regime. And whatever you do, do not market into the US on the assumption that the old grey zone still protects you. The regime is becoming defined, which cuts both ways.

For years the honest advice to a non-US crypto founder about the US was some version of "stay away and hope." That advice is now out of date. The US has gone from a hostile grey zone to a written on-ramp, and for founders outside the US that is a genuine opening.

But it is an opening with a shape. The 5 million dollar door is open. The 75 million dollar door, for now, is not, and the window to argue it open is measured in weeks. The founders who win from this will not be the ones who read the headline. They will be the ones who read the eligibility clause, structured to the door that is actually open, and used the comment period to widen it.

Grow Defensibly.

Sources and notes

SEC, "Regulation Crypto Assets," proposing release of 18 August 2026 (Release Nos. 33-11434 and 34-106150; File No. S7-2026-27), SEC press release 2026-76 and accompanying Commission statements; law-firm analyses (Morrison Foerster, Greenberg Traurig, Baker Botts, Loeb & Loeb) for the foreign-private-issuer eligibility point and the SEC''s request for comment on extending the fundraising exemption. US Department of the Treasury, GENIUS Act NPRM on payment stablecoin issuance, offer and sale, 18 August 2026 (Federal Register 2026-16796), comment deadline 19 October 2026, expected effective date 18 January 2027.

This article is general information, not legal advice, and describes a proposal that can change before it is finalized. Confirm the current text and any deadlines before acting.