Opensa pushes SEC to Drop Exchange, designation of runners for NFT markets

OpenSEA has asked the United States Commission of Securities and Securities to make nft markets not exchanges or runners under US securities laws.

“We propose that the sec clearly indicates that nft markets as OpenSea do not qualify as exchanges under federal laws of values,” said the Token market not fungible in a letter to the commissioner of the SEC Hester Peirce.

Opensa argues that nft platforms do not conform to the legal definition of an exchange or a corridor because they do not handle transactions, act as intermediaries or meet multiple sellers of the same asset.

Most nfts are unique digital assets, which means that there is usually only one seller for each token. This inherent non -fungibility, argues OpenSea, disqualifies that these assets fall under the regulatory framework designed for fungible values ​​with multiple sellers.

In addition, the letter emphasizes that all transactions involving nft occur directly in the block chain through intelligent contracts, regardless of the Opensa platform.

Users keep the custody of their own assets and initiate transactions through their personal wallets. Opensa simply “allows people to discover nft and connect with buyers and vendors”, which works more as an interface than as a financial intermediary.

Given this decentralized structure, Opensa states that traditional regulatory requirements, such as capital maintenance, record maintenance obligations and professional behavior standards, are unnecessary and misaligned with the operational model of nft markets.

Opensea cannot be classified as a corridor

OpenSA also maintains that it should not be classified as a corridor under the exchange law, reiterating that it does not provide investment advice, negotiate or execute transactions, custody assets or facilitate financing or documentation typically associated with the activities of the runners.

Based on the legal precedent, the letter cited the decision of Sec. V

Opensea argued that its own operations are similar, noting that showing lists or highlighting nft trends is not equivalent to offering investment advice or acting as an intermediary.

To eliminate continuous uncertainty, Opensa urged the SEC to issue informal guidance, making it clear that nft markets are not subject to exchange or runners regulations.

He recommended an interpretive version or a staff bulletin to clarify how rule 3B-16, which describes the criteria of what constitutes an exchange of values ​​under federal law, applies to nft markets, similar to recent statements about Memecoins and Stablcoins.

“This clarification would offer immediate benefits to nft collectors, buyers and vendors, as well as the broader nft ecosystem, eliminating regulatory uncertainty,” he added.

The ambiguity around the nft security status focused more on the most clear approach last year when Opensa received a notice of wells from the SEC, warning about the possible application action.

However, in February 2025, the agency formally closed the investigation without presenting positions after returning to President Donald Trump ordered the SEC to relieve the application of cryptocurrencies and prioritize regulatory clarity.