Two US comment periods that will shape how crypto companies raise money and issue stablecoins closed back to back in October 2026. Treasury’s proposed rule implementing the GENIUS Act’s stablecoin provisions took comments through October 19, 2026. The Securities and Exchange Commission’s proposed Regulation Crypto Assets, the more consequential of the two for token-issuing startups, closed on October 20. Neither deadline binds anyone, and neither produces a rule on its own. What they do is start the clock on final text that will define the legal route for crypto fundraising in the United States.
The SEC proposed Regulation Crypto Assets on August 18, 2026, with a 60-day comment period running from publication in the Federal Register. Chairman Paul Atkins described it as giving issuers clear pathways to raise capital under federal securities law, and said the agency was not going to wait for Congress because the world and markets keep evolving. The release came days after the commission cancelled a scheduled vote to publish the framework, which suggests the internal debate was not trivial.
What the proposal would actually do
The core is two exemptions from Securities Act registration for offerings of crypto asset investment contracts. The first is a startup exemption allowing an issuer to raise up to $5 million over four years. The second allows up to $75 million in any rolling twelve-month period. Both require principles-based narrative disclosure; the larger exemption adds financial statements and ongoing reporting. Some summaries of the release also describe an intermediate tier of about $20 million per year, and the reporting differs on that point, so the original SEC release is the place to confirm the exact tiers.
The second pillar is a conditional safe harbor. Under it, a crypto asset could stop being treated as subject to an investment contract once the issuer has completed or permanently ceased the essential managerial efforts it promised to undertake. In practice that is an answer to the question token teams have been asking for years: when does a token sold to fund a project stop being a security? The proposal does not change the underlying Howey analysis or create categorical treatment for particular assets. It gives issuers a defined off-ramp, not a blanket declaration.
The third piece is state preemption. The exemptions would override certain state registration and qualification requirements for compliant offerings, and some coverage says also certain secondary-market transactions, while leaving states their anti-fraud authority. The structure borrows from the JOBS Act templates for Regulation Crowdfunding and Regulation A, which is a notable signal: the SEC is treating token raises as a variant of small-issuer capital formation, with caps and disclosure scaled to size. The proposal builds on the commission’s March 2026 interpretive guidance on when a crypto asset may be a security.
The stablecoin track runs alongside
Treasury’s separate proposal, docketed for comments through October 19, would define what it means to issue a payment stablecoin in the United States and to offer or sell one to a person in the United States. Its sweep is broad. Under the proposed text, participation in an unlawful offering can include market making, distributing newly issued stablecoins or making them available for secondary trading, with penalties for knowing participation reaching up to $1 million per violation and up to five years in prison. Treasury reads the statute as reaching offers to people located in the US even by foreign issuers.
The GENIUS Act’s expected effective date is January 18, 2027, when the ban on offering foreign-issued payment stablecoins in the US without meeting reciprocity and lawful-order conditions takes hold. A further provision, limiting digital asset service providers to offering stablecoins from permitted issuers, applies from July 18, 2028. Direct peer-to-peer transfers and transactions through self-custody wallets are exempted. Compliance teams have roughly three months from the comment close to see where the final text lands.
Why the comment letters matter more than the headline
Proposed rules are negotiating positions. The most contested questions will be where the dollar caps sit, how long issuers must stay under reporting obligations, how the safe harbor defines when managerial efforts have genuinely ended, and how much real protection preemption gives against state regulators. Industry will push for higher caps and looser conditions; investor-protection groups will argue the opposite, citing the volume of token projects that fail after launch. Final rules typically differ from proposals, sometimes materially.
Congress is a separate variable. A comprehensive market-structure law has not been enacted, which is why the SEC is proceeding by rulemaking. Rules can be rewritten by a future commission or struck down in court in ways statutes are not, so issuers using the new exemptions would be relying on a framework with less permanence than they might like.
What This Means for Philippine Founders
Philippine token and web3 teams that want US investors or US users are the direct audience. Today, the safe approach is to avoid US participation entirely or to structure around existing exemptions, both of which constrain fundraising. If a rule like this is finalized, a Philippine-incorporated project selling to US buyers would have a defined disclosure-based path with caps rather than an all-or-nothing legal gamble. The caps matter too: $5 million over four years is generous for a seed-stage team, but $75 million a year will not suit a large protocol raise.
The Treasury track matters to anyone building on stablecoins for payments or remittances, a space with obvious Philippine demand. Reaching US users with a foreign-issued token will face reciprocity conditions from January 2027. Founders in that corridor should map which tokens they distribute, who the issuer is, and whether it can meet US conditions, and should engage counsel now, before final text arrives and before any partner asks for compliance evidence.
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