Re: Securities Exchange and Broker Status of NFT Marketplaces

NFTs are not securities under the Exchange Act, primarily because they are collectibles or art purchased for consumption, novelty, or aesthetic value rather than for investment.

OpenSea does not qualify as an exchange because it does not bring together multiple sellers of the same asset and does not provide a trading facility or set rules for non-discretionary order interactions.

OpenSea is not a broker as it does not solicit investments, negotiate or execute transactions, custody customer assets, or provide financing arrangements, trade documentation, or asset valuations.