On April 4, 2025, the Division of Corporation Finance of the SEC issued a statement setting forth the Division’s view that the offer and sale of “Covered Stablecoins” in the manner and under the circumstances described in the statement do not involve the offer and sale of securities under Section 2(a)(1) of the Securities Act of 1933 or Section 3(a)(1) of the Securities Exchange Act of 1934. Accordingly, in the Division’s view, persons involved in the creation (or, “minting”) and redemption of such Covered Stablecoins need not register those transactions with the SEC under the Securities Act or ensure that they qualify for a Securities Act registration exemption. On that basis, an entity effecting transactions, dealing, providing a marketplace for trading, or engaging in clearing or settling transactions, in Covered Stablecoins would not be required to register as a broker-dealer, national securities exchange or clearing agency under the Exchange Act. The Division’s statement is consistent with other recent digital asset-friendly actions taken by the SEC and other regulators. It also anticipates—and effectively could be superseded by—pending legislation that, if adopted as proposed, would provide that “payment stablecoins” (which, as defined, are substantially similar to Covered Stablecoins) are not securities under the Securities Act, Exchange Act, Investment Advisers Act of 1940 or the Investment Company Act of 1940.