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Recent SEC Guidance On Memecoins Suggests Broader Policy Change

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There is more to SEC’s recent memecoin guidance than meets the eye. On Feb. 27, the staff of the SEC’s Division of Corporate Finance issued guidance explaining that memecoins — which the SEC described as digital assets “inspired by internet memes, characters, current events, or trends for which the promoter seeks to attract an enthusiastic online community” — are generally not sold as securities.

This is consistent with the SEC’s shift away from efforts under former Chair Gary Gensler to claim regulatory power over virtually the entire digital-asset industry, and it could have implications for the industry that go far beyond memecoins.

The SEC’s attempts to regulate digital assets during the Biden Administration largely hinged on the Supreme Court’s so-called “Howey test” for determining whether a transaction involves an “investment contract.” Howey requires an investment of money in a common enterprise, with an expectation of profits from the efforts of others.

In the SEC’s enforcement actions against digital-asset exchanges, the defendants argued that secondary-market resales of digital assets lack the necessary “investment of money in a common enterprise” because investors’ funds are not “pooled” by developers into a common fund and then used to further a business in which the investors share the profits. In the SEC’s case against Kraken, for example, the agency told a federal court that “pooling of resale proceeds” by a developer is not “required under Howey.”

The SEC’s new guidance confirms the opposite. It says that purchasers of memecoins make no investment in a common enterprise because their funds “are not pooled together to be deployed by promoters or other third parties for developing the coin or a related enterprise.” The guidance also explains that memecoin purchasers do not expect profits derived from the efforts of others, another Howey requirement. Rather, the value of memecoins comes from “speculative trading and the collective sentiment of the market, like a collectible.”

The SEC’s memecoin guidance is most obviously consequential for the sale and promotion of memecoins, which are the subject of recent private class-actions brought by individual plaintiffs. But it has broader implications for all secondary-market transactions in digital assets, including on exchanges. In secondary-market transactions on exchanges, purchasers’ funds likewise “are not pooled together to be deployed by promoters or other third parties for developing the coin or a related enterprise.” Thus, the SEC now seems to recognize that under a proper application of the Howey test, those transactions are beyond the agency’s reach, as defendants have consistently argued in the SEC’s prior enforcement cases.

This doctrinal reversal may be part of the impetus behind the SEC’s recent decisions to voluntarily dismiss several cases involving secondary-market transactions, and to stay further proceedings in others.

To be sure, the SEC’s new guidance includes statements that it “represents the views of [agency] staff,” not necessarily the SEC itself, and that the statement “has no legal force or effect.” The SEC also attempted to restrict the guidance to “the offer and sale of meme coins” under the specific circumstances described elsewhere in the release.

The agency could try to use those boilerplate recitals to wriggle out of the guidance at some point in the future. But constitutional principles of due process and fair notice may constrain the agency’s ability to impose retroactive liability based on any future flip-flop. Moreover, although the SEC’s guidance is not binding on courts, the SEC’s change in position on pooling will make it difficult for private plaintiffs to credibly argue that most digital assets are sold as securities.

The SEC’s guidance on memecoins is consistent with the agency’s other recent steps to pull back from the regulation-by-enforcement approach that plagued the industry under former Chair Gary Gensler. And the guidance offers welcome clarity from the agency in an area where the agency’s prior approach had significantly muddied the waters. It is, in short, a significant step in the right direction for crypto law and policy in the United States.

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ORQO Debuts in Abu Dhabi With $370M in AUM, Sets Sight on Ripple USD Yield

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ORQO Group, a new institutional asset manager with $370 million in assets under management, has launched on Tuesday with plans to build out a yield platform for Ripple’s RLUSD stablecoin.

The group, headquartered in Abu Dhabi, consolidates four entities from both traditional finance and digital assets: Mount TFI, a private debt specialist and licensed fund manager in Poland, Monterra Capital, a multi-strategy digital hedge fund in Malta, blockchain engineering studio Nextrope and decentralized finance (DeFi) protocol Soil compliant with MiCA, the EU’s crypto framework.

Already licensed in Poland and Malta, the group is seeking approval from the Financial Services Regulatory Authority at Abu Dhabi Global Market to expand services in the Middle East, a region it sees as a hub for regulated digital asset growth.

«It’s an opportunity to become a global on-chain asset manager,» ORQO CEO Nicholas Motz said in an interview with CoinDesk. «We have all the pieces: the off-chain asset management, and on-chain, too.»

ORQO’s effort is part of a larger trend that’s been reshaping crypto markets: moving traditional financial instruments like private credit, U.S. Treasuries, or trade finance deals onto blockchain networks. The process is also known as tokenization of real-world assets (RWAs). Data from rwa.xyz shows that the RWA market has grown into a nearly $30 billion sector, though it remains tiny compared to traditional finance markets such as the $2 trillion private credit sector. Still, the growth potential is immense: the tokenized RWA market could reach $18.9 trillion by 2033, a joint report by Ripple and BCG projected.

Yield platform Soil is a key piece in ORQO’s gameplan, connecting the firm’s RWA access with crypto capital capital. It aims to provide returns on stablecoins deposits from tokenized private credit, real estate and hedge fund strategies.

As part of the next stage, the firm plans to open several credit pools targeting holders of Ripple’s RLUSD stablecoin in the near future, allowing investors such as institutional treasuries or protocol reserves to earn a yield on their holdings.

Read more: Tokenization of Real-World Assets is Gaining Momentum, Says Bank of America

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Coinbase Policy Chief Pushes Back on Bank Warnings That Stablecoins Threaten Deposits

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Contrary to claims from the U.S. banking industry, stablecoins do not pose a risk to the financial system, according to the chief policy officer at crypto exchange Coinbase (COIN), Faryar Shirzad. Banks’ claims that they do are are myths crafted to defend their revenues, he wrote in a Tueday blog post.

«The central claim — that stablecoins will cause a mass outflow of bank deposits — simply doesn’t hold up,» Shirzad wrote. «Recent analysis shows no meaningful link between stablecoin adoption and deposit flight for community banks and there’s no reason to believe big banks would fare any worse.»

Larger lenders still hold trillions of dollars at the Federal Reserve and if deposits were really at risk, he argued, they would be competing harder for customer funds by offering higher interest rates rather than parking cash at the central bank

According to Shirzad, the real reason for banks’ opposition is the payments business. Stablecoins, digital tokens whose value is pegged to a real-life asset such as the dollar, offer faster and cheaper ways to move money, threatening an estimated $187 billion in annual swipe-fee revenue for traditional card networks and banks.

He compared the current pushback to earlier battles against ATMs and online banking, when incumbents warned of systemic dangers but, he said, were ultimately trying to protect entrenched profits.

Shirzad also dismissed reports predicting trillions in potential outflows from deposits into stablecoins, whose total market cap is around $290 billion, according to data from CoinGecko. He stressed that stablecoins are primarily used as payment tools — for trading digital assets or sending funds abroad — not as long-term savings products.

Someone purchasing stablecoins to settle with an overseas supplier, he argued, is opting for a more efficient transaction method the going through their bank, not pulling money from a savings account.

He urged banks to embrace the technology instead of resisting it, saying stablecoin rails could cut settlement times, lower correspondent banking costs and provide round-the-clock payments. Those institutions willing to adapt, he wrote, stand to benefit from the shift.

The U.K., too, faces concerns about the effect of stablecoins on the financial industry.

The Financial Times reported Monday that the Bank of England is considering setting limits on how many «systemic» stablecoins people and companies can hold — setting thresholds as low as 10,000 pounds ($13,600) for individuals and about 10 million pounds for businesses.

Officials define systemic stablecoins as those already widely used for U.K. payments or expected to become so, and say the caps are needed to prevent sudden deposit outflows that could weaken lending and financial stability.

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Deutsche Börse’s Crypto Finance Unveils Connected Custody Settlement for Digital Assets

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Crypto Finance, a subsidiary of Deutsche Börse Group, unveiled AnchorNote, a system designed for institutional clients who want to trade digital assets without moving them out of regulated custody.

The system integrates BridgePort, a network of crypto exchanges and custodians, enabling off-exchange settlement and connectivity to multiple trading venues. By keeping assets in custody while allowing real-time collateral movement, AnchorNote aims to improve capital efficiency and reduce counterparty risk, according to a press release.

The service allows clients to set up dedicated trading lines, with BridgePort handling messaging between venues and Crypto Finance acting as collateral custodian, the press release said. Institutions can manage collateral through a dashboard or integrate the service directly into their existing infrastructure using APIs, it said. APIs, or application programming interfaces, allow software programs to communicate directly with one another.

“Institutional clients face a constant tradeoff between security and capital efficiency,” said Philipp E. Dettwiler, head of custody and settlement at Crypto Finance. “AnchorNote is designed to bridge that gap.”

For traders, the setup eliminates the need for pre-funding exchanges while providing immediate access to liquidity across platforms. In practice, a Swiss bank could pledge bitcoin held in custody and deploy it instantly across multiple trading venues without moving the coins on-chain.

The rollout begins in Switzerland, with Crypto Finance planning to expand across Europe.

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