In this issue:

US Payments Companies Continue Crypto Acquisitions, Integrations

A major U.S. financial services company that operates one of the world’s largest payment networks recently announced “a definitive agreement to acquire BVNK, a leader in stablecoin infrastructure, for up to $1.8 billion.” According to a press release, the acquisition further expands the company’s “end-to-end support of digital assets and value movement across currencies, rails and regions.”

In more stablecoin news, a major U.S. payments company and issuer of the PYUSD stablecoin recently announced it is making PYUSD available in “70 markets worldwide” through the company’s payments application. A company executive was quoted in the press release, saying, “Enabling PYUSD in users’ accounts across 70 markets gives people faster access to their funds, lower-cost ways to send money across borders, and a more direct path to participating in the global economy, and that is what drives commerce forward for everyone.”

In a final notable item, MoonPay, a crypto payments company, “announced native Ledger signer support for MoonPay Agents, making it the first CLI wallet with an integration enabling users to verify and sign every transaction on a Ledger secure signer.” According to a press release, the Ledger integration allows MoonPay Agents users to give artificial intelligence (AI) agents access to their crypto without giving the AI agents control over the private keys. The press release notes that the integration allows users to give agents “full trading capabilities across Ethereum, Solana, and all major chains, while the user approves every transaction on-device.”

For more information, please refer to the following links:

Digital Asset Companies Announce IPOs, AI Initiatives, Strategic Acquisitions

Abra, a digital asset wealth company, recently announced that it has “entered into a definitive business combination agreement for a transaction to take Abra’s business public.” According to a press release, after the initial public offering the combined company “will serve high net-worth, institutional, fund and RIA clients in a rapidly expanding market at the intersection of the $100 trillion wealth management industry and the digital asset and tokenization sectors.”

In another recent development, tZERO, a “leading innovator in blockchain-powered multi-asset infrastructure,” announced the beta launch of tZERO Halo, “a first-of-its-kind tool designed to give AI agents the ability to transact with digital assets on behalf of users within a framework of security parameters defined by the account holder.” According to a press release, “Halo provides users with a secure digital asset wallet environment that they can connect directly to AI agents” in which the user defines rules for the AI agents to act automatically, with transactions exceeding the limits requiring explicit user approval.

And in a final notable item, crypto market maker GSR announced that it has acquired Autonomous and Architech to expand GSR’s “ability to support tokenized organizations from formation through scale.” According to a press release, “Autonomous will continue to operate under its existing brand within the GSR group, providing launch operations, operational support, and financial infrastructure for tokenized organizations, while Architech will form the foundation of GSR Digital Asset Advisory, working alongside GSR’s institutional trading, liquidity, and asset management capabilities.”

For more information, please refer to the following links:

SEC Issues Interpretation Clarifying Application of Securities Laws to Crypto

On March 17, the U.S. Securities and Exchange Commission (SEC) issued an interpretation clarifying how the federal securities laws apply to certain crypto assets and transactions involving crypto assets. According to an SEC Fact Sheet, the interpretation addresses the SEC’s positions on the following three points:

  1. Five Crypto Asset Categories. The SEC has classified crypto assets into the following five categories:
    • Digital commodities (NOT securities): Crypto assets that are intrinsically linked to and derive value from the programmatic operation of a crypto system that is “functional,” as well as supply and demand dynamics, rather than from the expectation of profits from the essential managerial efforts of others.
    • Digital collectibles (NOT securities): Crypto assets that are designed to be collected and/or used and may represent or convey rights to artwork, music, videos, trading cards, in-game items or digital representations or references to Internet memes, characters, current events or trends, among other things.
    • Digital tools (NOT securities): Crypto assets that perform a practical function, such as a membership, a ticket, a credential, a title instrument or an identity badge.
    • Stablecoins (GENIUS Act stablecoins; NOT securities): Defined in the GENIUS Act as “payment stablecoin issued by a permitted payment stablecoin issuer.”
    • Digital securities (or “tokenized securities”): Financial instruments enumerated in the definition of “security” that is formatted as or represented by a crypto asset where the record of ownership is maintained in whole or in part on or through one or more crypto networks.
  2. Relationship Between Crypto Assets and Investment Contracts. The SEC’s position is that a non-security crypto asset may become subject to and may cease to be subject to an investment contract.
    • A non-security crypto asset becomes subject to an investment contract when an issuer offers it by inducing an investment of money in a common enterprise with representations or promises to undertake essential managerial efforts from which a purchaser would reasonably expect to derive profits.
    • The nature of the representations or promises necessary to form an investment contract include the source of the representations or promises, the medium by which they are communicated and the level of detail they must provide.
    • A non-security crypto asset ceases to be subject to an investment contract when the investment contract terminates because either the issuer has fulfilled its representations or promises or the issuer has failed to satisfy its representations or promises.
  3. Mining, staking, wrapping and airdrops. As described in the interpretation, “protocol mining,” “protocol staking” and the “wrapping” of a non-security crypto asset do not involve the offer or sale of a security, and certain crypto asset disseminations known as “airdrops” do not involve an “investment of money” under the Howey test.

For more information, please refer to the following links:

SEC Approves Pilot for Trading Tokenized Securities on US Stock Exchange

On March 18, the U.S. Securities and Exchange Commission issued an Order Granting Approval of a Proposed Rule Change to enable the trading of securities in tokenized form on a major U.S. stock exchange. The rule change allows the stock exchange to trade tokenized versions of equity securities and exchange-traded products under a pilot program. Among other things, under the pilot program, trades will be cleared and settled in tokenized form by converting designated book-entry positions into tokens delivered to digital wallets on a blockchain.

For more information, please refer to the following links:

CFTC Issues No-Action Letter to Provider of Self-Custodial Crypto Wallet

On March 17, the U.S. Commodity Futures Trading Commission (CFTC) Market Participants Division (MPD) published a no-action letter addressing certain proposed activities of Phantom Technologies Inc., a developer of self-custodial crypto asset wallet software. The no-action letter states that the MPD will not recommend enforcement action against Phantom or its relevant personnel for failure to register as an introducing broker (IB) or associated person of an IB solely in relation to the proposed activities.

The proposed activities addressed by the no-action letter consist of expanding Phantom’s self-custodial wallet for crypto assets to enable its users to trade in CFTC-regulated derivatives by acting as a technology service vendor to a designated contract market (DCM), futures commission merchant (FCM) or IB. The proposed activities include collaborating with DCMs, FCMs and IBs to develop and distribute front-end interface software; marketing its services, including promoting the availability of particular derivatives contracts; introducing users to specific DCMs, FCMs and IBs; and offering the user interface either as a stand-alone product or as an embedded feature of its existing wallet software.

The proposed activities are limited to circumstances where a user is transacting in a DCM either directly as a member of the DCM or indirectly as a customer of an FCM or an IB that is a member of the DCM. Phantom’s software would serve only to passively enable users to transact in CFTC-regulated derivatives products. At no point would Phantom hold, control or take into custody user assets; generate express “buy” or “sell” signals; or exercise discretion with respect to the routing or execution of user orders. According to the MPD, based on these facts and other facts and representations articulated in the letter, a no-action position is warranted.

For more information, please refer to the following link:

Congressional Research Service Addresses Stablecoin Yield Debate

The U.S. Congressional Research Service recently published an article titled “The Stablecoin Yield Debate” that provides an overview of the “opposing views on the yield restrictions” of the GENIUS Act. Section 4 of the GENIUS Act states that “[n]o permitted payment stablecoin issuer ... shall pay the holder of any payment stablecoin any form of interest or yield (whether in cash, tokens, or other consideration) solely in connection with the holding, use, or retention of such payment stablecoin.”

The article addresses the “three-party model” in which a stablecoin issuer passes interest on stablecoin reserves to a third-party crypto exchange and the exchange in turn uses the interest to pay yield to retail stablecoin holders that hold accounts at the exchange. According to the article, “The GENIUS Act did not define the term ‘holder,’ so it remains to be seen whether the yield ban will be applied to the intermediary that bought and custodies the coin or the investor that owns the coin in the three-party model.” The article goes on to articulate the “costs and benefits to prohibiting stablecoin yield” that have been presented by various stakeholders and provides an overview of the public debate that has grown around the issue.

For more information, please refer to the following link:

FATF Report Addresses Offshore Virtual Asset Service Providers

On March 11, the Financial Action Task Force (FATF) published a report titled “Understanding and Mitigating the Risks of Offshore Virtual Asset Service Providers (oVASPs).” The report highlights how gaps in oversight of oVASPs are exploited to facilitate large-scale fraud, money laundering and terrorism financing, and it presents best practices to detect, license or register and supervise oVASPs as well as sanction noncompliant oVASPs. The report defines oVASPs as “VASPs created under the laws of one jurisdiction, with or without a physical presence, that provide services to clients residing in another jurisdiction.” The report analyses how oVASPs structure their activities to avoid or evade regulatory obligations and how illicit actors exploit these vulnerabilities.

Among other things, the FATF report includes multiple case studies that demonstrate the role that financial institutions and VASPs can have in addressing risks linked to oVASPs and “innovative approaches to mitigating risks.” Key risk mitigation measures identified by the report include using an activity-based approach to detecting, licensing or registering oVASPs; enforcing sanctions for noncompliance with anti-money laundering/combating the financing of terrorism/countering the proliferation of weapons of mass destruction obligations; building a shared understanding and improving coordination through interagency task forces and public-private partnerships; and using supervisor-to-supervisor channels and financial intelligence unit-to-financial intelligence unit cooperation to speed up access to information and coordinate enforcement.

For more information, please refer to the following links:

OFAC Adds Crypto Addresses to SDN List as Part of Larger Sanctions Action

On March 12, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) “sanctioned six individuals and two entities for their roles in Democratic People’s Republic of Korea (DPRK) government-orchestrated information technology (IT) worker schemes that systematically defraud U.S. businesses and generate revenue to fund the DPRK’s weapons of mass destruction (WMD) programs, including nearly $800 million in 2024.” According to a press release, one of the sanctioned individuals “converted approximately $2.5 million into cryptocurrency for North Koreans, which included converting illicit earnings from IT workers.” Multiple cryptocurrency addresses were added to the OFAC Specially Designated Nationals List as part of the action.

For more information, please refer to the following links: