International Founders Raising From US Investors: Reg-CF, Reg-A+ & Reg-S Explained

Non-US founders can raise from US investors by forming a US entity and using Reg-CF or Reg-A+, or they can raise from non-US investors using Regulation S — but raising US retail capital almost always requires a US (typically Delaware) holding company. This guide compares the three paths so international founders can choose the right structure for tapping US capital in 2026.

US exemptions like Reg-CF and Reg-A+ are written for US issuers, which creates friction — but not a wall — for international founders. The key questions are who you want to raise from and what entity you're willing to set up.

The core decision: US investors or non-US investors?

This single question determines your path:

Path 1: Reg-CF and Reg-A+ (raising from US investors)

To use Reg-CF or Reg-A+, the issuer must be organized under US (or Canadian) law and have its principal place of business in the US or Canada. In practice, most international founders:

• Form a US holding company (commonly a Delaware C-Corp).
• Make the foreign operating company a subsidiary of the US parent ("flip" structure).
• Raise into the US parent, which US investors can hold equity in.

This is the same structure most international startups adopt to raise from US VCs, so it often aligns with broader fundraising goals.

Path 2: Reg-D 506(c) (US accredited investors)

For larger checks from US accredited investors, Reg-D 506(c) allows general solicitation with investor verification. A US entity is strongly preferred for investor comfort and tax treatment. This path suits B2B, deep-tech, and real estate offerings — see accredited vs. retail investors.

Path 3: Regulation S (non-US investors)

If you'd rather keep your existing foreign entity and raise from investors outside the US, Regulation S provides a safe harbor for offshore offerings. The catch: you cannot engage in "directed selling efforts" in the US, and the offering must genuinely target non-US persons. Reg-S is often combined with Reg-D so a company can raise from both US accredited investors (506(c)) and non-US investors (Reg-S) in parallel.

The practical path for most international founders

If your goal is US retail capital and brand-building, set up the US entity and run Reg-CF or Reg-A+. If your goal is large accredited checks, use 506(c), often alongside Reg-S for your home market. Validate demand first with our Market Validation Test before committing to a structure.

Growth Turbine is a marketing services provider, not a law firm. Entity formation, tax, and securities decisions must be made with qualified cross-border counsel.

Frequently Asked Questions

Can international founders raise from US investors?

Yes. Non-US founders can raise from US investors by forming a US entity (commonly a Delaware C-Corp) and using Reg-CF, Reg-A+, or Reg-D 506(c). Raising US retail capital generally requires the issuer to be organized under US or Canadian law.

Do I need a US company to use Reg-CF or Reg-A+?

Yes. Both Reg-CF and Reg-A+ require the issuer to be organized under US or Canadian law with its principal place of business in the US or Canada. Most international founders form a US holding company and make their foreign company a subsidiary.

What is Regulation S used for?

Regulation S is a safe harbor for offerings made to non-US investors outside the United States. It lets a company keep its foreign entity and raise from non-US persons, provided there are no directed selling efforts in the US. It is often combined with Reg-D 506(c).

What is a startup "flip" structure?

A flip is when a foreign operating company becomes a subsidiary of a newly formed US parent company (usually a Delaware C-Corp). US investors hold equity in the US parent. It is the standard structure international founders use to raise US capital, but it has cross-border tax and legal consequences.