Finder: ASIC to continue to pursue cases to clarify crypto regulation as the Federal Court finds that a crypto-asset is not a debenture

On 24 July 2025, the Full Federal Court dismissed ASIC’s appeal against Finder Wallet Pty Ltd (Finder Wallet) and ordered it to pay costs.[1] The Court held that the primary judge made no error in concluding that the ‘Finder Earn’ product did not amount to a ‘debenture’ within the meaning of s 9 of the Corporations Act 2001 (Cth) (Corporations Act).

The Full Court decision largely affirms the original findings made by the Federal Court at first instance. Gadens’ note regarding the decision at first instance can be found here. With ASIC’s recent decision to appeal the Block Earner case to the High Court of Australia, we expect that an appeal of the Finder decision to the High Court of may also follow.

The digital asset sector may need to wait until those High Court decisions are handed down, in addition to finalisation of ASIC’s INFO 225 and Treasury’s much-anticipated draft legislation later this year, before there is any real certainty around the current regulatory landscape.

Gadens provides an update on the latest decision below.

Appeal decision

The Court’s reasons for the decision can be summarised as follows:

• The Finder Wallet account could be used for purposes other than investing in the ‘Finder Earn’ product, and as a result of this, ASIC could not claim that a customer depositing money to their Finder Wallet account was one single transaction.
• TrueAUD is not ‘money’, for the purposes of the definition of a debenture in s 9 of the Corporations Act, and therefore the rights and entitlements enjoyed by a TrueAUD holder differ from those of a holder of money.
• A customer converting AUD to TrueAUD and allocating the ownership of that TrueAUD to Finder Wallet creates a contractual obligation to provide a return of the equivalent, plus the return. This cannot be described as a ‘money debt’.
• There was no significance in TrueAUD being pegged to AUD at a 1:1 ratio, because TrueAUD is not money, for the purposes of the definition of debenture at s 9 of the Corporations Act.
• As a customer initially deposits money into their Finder Wallet account, any subsequent steps taken by the customer to lend or deposit money with Finder Wallet, or to use the ‘Finder Earn’ product do not satisfy the statutory requirement of debenture as contained in s 9 of the Corporations Act, nor does it meet the requirements of s 761B of the Corporations Act.

As the Court made the above findings in respect of ASIC’s first appeal ground, the Court held it to be unnecessary to consider the second appeal ground, that being whether there was an undertaking to repay any funds deposited or lent as a debt to Finder Wallet as part of its working capital.

Conclusion

ASIC has publicly stated that it is carefully considering the decision and its implications. Given the regulator’s decision to appeal the recent Block Earner decision to the High Court of Australia, ASIC may also decide to seek special leave to appeal the Finder decision to the High Court.

Despite the prospect of incoming legislation, ASIC can be expected to continue to pursue enforcement action in the sector where the application of current laws remains uncertain.

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Authored by:

Edward Martin, Partner
Philip O’Brien, Senior Associate
Jin Lim, Lawyer
Helena Chrisomalidis, Lawyer

[1] Australian Securities and Investments Commission v Wallet Ventures Pty Ltd [2025] FCAFC 93; ASIC v Finder Wallet Pty Ltd [2024] FCA 228; ASIC v Web3 Ventures Pty Ltd [2024] FCA 64.