TL;DR
- OpenSea is asking the SEC to formally declare that NFT marketplaces, like its own platform, do not qualify as exchanges under U.S. securities laws.
- It argues these platforms don’t execute trades or act as intermediaries.
- The request comes as the SEC softens its stance on crypto under the Trump administration, after years of regulatory pressure during Gary Gensler’s leadership.
OpenSea, one of the largest non-fungible token (NFT) marketplaces in the world, has formally requested that the U.S. Securities and Exchange Commission (SEC) explicitly exclude NFT platforms from the regulations applied to traditional financial exchanges. In a letter dated April 9 and addressed to Commissioner Hester Peirce, who leads the agency’s Crypto Task Force, OpenSea’s legal team argues that its platform does not meet the legal criteria that define an “exchange” under existing securities law.
According to Adele Faure, OpenSea’s general counsel, and Laura Brookover, deputy general counsel, NFT marketplaces do not execute trades, provide investment advice, or hold user assets. Nor do they bring together buyers and sellers for the same asset, as is typical of a stock exchange. Therefore, applying the same regulatory framework would be a misinterpretation of how these platforms function and a hindrance to technological progress.
The letter also highlights that the current legal uncertainty could stifle digital innovation and shift the technological leadership of the United States to countries with more favorable and transparent regulatory environments. For Faure and Brookover, regulatory clarity is essential to protect the nation’s global competitiveness and prevent developers from taking their projects overseas.
SEC Begins to Soften Its Stance Under New Leadership
The request comes at a key moment: under Donald Trump’s new administration, the SEC has started to adopt a more pragmatic approach toward crypto assets. Following the resignation of Gary Gensler, who led an aggressive crackdown on the industry since 2021, the agency has dropped multiple legal actions against crypto firms, including a previous investigation into OpenSea.
Additionally, the SEC has already issued statements clarifying that certain digital assets like stablecoins and memecoins are not considered securities. For OpenSea, this evolving regulatory perspective should also extend to NFTs, which many see as digital collectibles rather than financial instruments.
Crypto ecosystem advocates view this letter as a strong step toward a fairer and more innovative environment for American developers and creators. If the SEC issues clear guidance in favor of this request, it could pave the way for freer and more creative growth in the NFT market without the constant fear of legal intervention.
