On July 24, 2025, the Full Federal Court of Australia issued its decision in ASIC v Wallet Ventures Pty Ltd [2025] FCAFC 93, dismissing the Australian Securities and Investments Commission’s (ASIC) appeal in a closely watched case concerning the regulatory status of crypto-asset products. The ruling affirms that Finder Wallet’s “Finder Earn” product does not constitute a “debenture” under the Corporations Act 2001 (Cth), thereby exempting it from financial product licensing obligations.
The following opinion editorial was written by Alex Forehand and Michael Handelsman for Kelman.Law.
Background: The Product and the Allegations
The case stems from Finder Wallet’s operation of “Finder Earn,” a product that allowed users to convert Australian dollars (AUD) into a stablecoin, TrueAUD, and allocate it to Finder Wallet in exchange for a fixed return over a set term. Finder Wallet maintained legal ownership of the digital assets during the term, while users retained a contractual right to redeem the principal and accrued yield.
ASIC alleged that the arrangement amounted to the offering of a debenture without an Australian Financial Services (AFS) licence, in violation of the Corporations Act. ASIC initiated enforcement in 2022 and lost at trial in 2024. It appealed the decision, arguing that the structure satisfied the legal definition of a debenture—namely, a loan or deposit of money coupled with an undertaking to repay it as a debt.
Full Federal Court Decision
The Full Federal Court, comprising Justices Stewart, Cheeseman, and Meagher, unanimously upheld the trial court’s ruling and rejected ASIC’s appeal. The Court concluded that the Finder Earn arrangement did not involve the lending or depositing of money to Finder Wallet, as customers acquired a property interest in TrueAUD rather than transferring AUD outright.
Moreover, the Court emphasized that Finder’s contractual obligation to provide a return was not a promise to repay money “as a debt.” Instead, the obligation was to return an equivalent amount of the digital asset—reflecting a property-based, not debt-based, obligation. Accordingly, the arrangement fell outside the scope of the statutory definition of a debenture under section 9 of the Corporations Act.
ASIC also argued that the entire arrangement should be considered a “single scheme” under section 761B of the Act, which would bring it under the financial services licensing regime. The Court rejected this claim as well, noting that the product was not presented or structured in a way that supported such an interpretation.
Regulatory and Industry Impact
The decision marks ASIC’s second significant courtroom loss involving digital asset yield products, following its failed case against fintech firm Block Earner. As with that matter, the Finder Wallet ruling raises important questions about the regulatory treatment of emerging crypto business models that offer yield without expressly creating debt-like relationships.
In a press release following the decision, ASIC acknowledged the outcome and confirmed that it is reviewing the implications for its guidance, including Information Sheet 225 (INFO 225), which addresses when crypto assets may be considered financial products under Australian law.
The case also reinforces the importance of carefully structuring digital asset products, particularly with respect to ownership, custody, and the contractual nature of user rights. Businesses offering stablecoin-based yield products may find some comfort in this ruling, but they must ensure that their terms of service and operational practices avoid creating implied debt obligations or pooling structures that could trigger licensing requirements.
Conclusion
The Full Federal Court’s affirmation of the trial court’s decision in ASIC v Wallet Ventures Pty Ltd clarifies the legal boundary between digital asset property arrangements and traditional debt instruments. While the ruling offers guidance for firms operating in Australia’s evolving crypto regulatory environment, it also signals that the structure, documentation, and disclosure of such products remain critical to regulatory compliance.
For digital asset platforms considering whether their offerings may constitute financial products or debentures, early legal review is essential. Kelman PLLC continues to monitor developments in crypto regulation across jurisdictions and is available to advise clients navigating these evolving legal landscapes. For more information or to schedule a consultation, please contact us.
This article originally appeared at Kelman.law.
