VaultoTM

Bucket 2 — Digital Collectibles

Last researched: 2026-05-18

Definition

Crypto assets "designed to be collected and/or used [that] may represent or convey rights to artwork, music, videos, trading cards, in-game items, or digital representations or references to internet memes, characters, current events, or trends, with purchasers not expecting profits from the essential managerial efforts of others." — Chair Atkins, 2025-11-12 ([S1])

Per 33-11412, digital collectibles are not securities ([S6]).

What this covers

  • NFTs of art, music, video, trading cards
  • In-game items and skins
  • Meme coins where the asset is bought for entertainment/community rather than profit-from-managerial-efforts
  • Cultural / commemorative tokens

Subcategory: Meme Coins (explicitly addressed)

Corp Fin's February 27, 2025 staff statement defined a meme coin as "a type of crypto asset inspired by internet memes, characters, current events, or trends for which the promoter seeks to attract an enthusiastic online community to purchase the meme coin and engage in its trading" ([S9]).

The Division's view: transactions in meme coins of the described type do not involve the offer and sale of securities. Value is driven by market demand and speculation rooted in culture, not by managerial efforts.

Caveat: Commissioner Crenshaw's response (2025-02-27) dissented, warning that the label "meme coin" cannot itself control classification — substance and promoter conduct can still pull a coin into investment-contract territory ([S13]).

Two-prong qualification

For a token to land here, both must hold:

  1. Bought for use, enjoyment, or cultural value — not as a profit-generating investment.
  2. Purchaser does not expect profits from someone else's essential managerial efforts — no team is promising to build features that will increase price.

Examples (illustrative)

  • An NFT collection sold as art with no buyback, no royalty-as-yield mechanism, no team-funded "floor support."
  • A profile-pic collection where utility is membership/identity (could overlap with Bucket 3 — Digital Tools).
  • A meme coin with no roadmap, no team development promises, distributed via fair launch.

Compliance checklist

  • Marketing emphasizes cultural, aesthetic, or use value — not financial return.
  • No team-led roadmap whose execution drives price.
  • No buyback, burn-from-revenue, or yield distribution.
  • Royalty structure (if any) compensates creators, not characterized as investor returns.
  • Promoter conduct does not undermine the classification (no "to the moon" promises, no orchestrated pumps).
  • If marketplace facilitates resale, marketplace has not transformed the asset into a yield product (e.g., via staking-for-rewards).

Red flags

  • Royalty paid to holders rather than to creators.
  • Floor-price-support mechanisms funded by issuer.
  • Team retains supply with unlock schedule tied to "delivering features."
  • Promotional language framing buyers as investors.

Anti-fraud reminder

Even where the collectible is not a security, the offer and sale can still involve an "investment contract" if structured/marketed that way. Anti-fraud statutes (Section 17 of the '33 Act, Rule 10b-5) apply to misstatements in connection with such sales ([S1]).

Open questions

  • Fractionalized NFTs — fractional ownership of a single collectible can convert the structure into a security (pooling, common enterprise). Treat with caution.
  • NFTs bundled with yield-bearing utilities — pulled toward Bucket 4 if the yield depends on managerial efforts.

Primary sources

[S1], [S6], [S8], [S9], [S13] — see 99-sources.md.