SEC Hits Flyfish Club With Charges for Unregistered NFT Offering

The U.S. Securities and Exchange Commission (SEC) has charged Flyfish Club for conducting an unregistered offering of crypto asset securities through non-fungible tokens (NFTs), raising $14.8 million for an exclusive restaurant project. “Flyfish agreed to a cease-and-desist order, to pay a $750,000 civil penalty, and to comply with certain undertakings,” the regulator noted.

SEC Charges Flyfish Club for Unregistered Crypto Offering

The U.S. Securities and Exchange Commission (SEC) announced on Monday that it has charged Flyfish Club LLC “with conducting an unregistered offering of crypto asset securities in the form of non-fungible tokens (NFTs) that raised approximately $14.8 million from investors to finance the construction and launch of a private members-only restaurant called Flyfish Club.”

The SEC detailed:

Flyfish offered and sold to investors approximately 1,600 Flyfish NFTs. According to the order, a Flyfish $NFT was to be the exclusive means of obtaining membership in the club.

“The order finds that during the offering, Flyfish engaged in significant marketing efforts that promoted the NFTs as investments and led investors to expect profits from Flyfish’s efforts,” the regulator added.

The SEC order also noted that Flyfish encouraged investors by suggesting potential profits either through resale of their NFTs or leasing them as part of a “passive income strategy.” The order revealed that 42% of investors bought more than one $NFT, despite only needing one for membership access.

The SEC charged Flyfish with violating Sections 5(a) and 5(c) of the Securities Act of 1933, as the offering was not registered or exempt from registration. The regulator noted:

Without admitting or denying the SEC’s findings, Flyfish agreed to a cease-and-desist order, to pay a $750,000 civil penalty, and to comply with certain undertakings.