Australia’s Full Federal Court Rejects ASIC’s Finder Earn Appeal

Australia’s Full Court of the Federal Court dismissed the Australian Securities and Investments Commission’s appeal against Wallet Ventures Pty Ltd on July 24, 2025, preserving an earlier ruling that the company’s Finder Earn crypto product was not a debenture under the Corporations Act 2001.

The three-judge panel—Justices Angus Stewart, Elizabeth Cheeseman and Craig Meagher—also ordered ASIC to pay Wallet Ventures’ costs associated with the appeal. The decision mattered beyond the discontinued product because it illustrated how the legal structure of a digital-asset transaction could determine whether established financial-services rules applied.

ASIC had alleged that Finder Wallet, as Wallet Ventures was previously known, offered Finder Earn without the Australian Financial Services Licence required for issuing a debenture. The product operated from February 26 through November 10, 2022. A trial judge rejected ASIC’s case in March 2024, and the regulator appealed. The Full Court heard that appeal on August 22, 2024 before delivering its decision on July 24, 2025.

The transaction the court examined

Finder Earn customers first funded a Finder Wallet account with Australian dollars. They could use that account for several services, including buying cryptocurrencies, or they could select Finder Earn.

Under the product’s terms, the selected Australian-dollar balance was exchanged for TrueAUD, a stablecoin described as redeemable one-for-one for Australian dollars. Ownership of the TrueAUD was then transferred to Finder. At the end of the chosen term, Finder was contractually required to provide an equivalent quantity of TrueAUD plus the specified return, after which the amount was converted to an Australian-dollar credit in the customer’s wallet.

Section 9 of the Corporations Act defined a debenture, for the issue before the court, by reference to an undertaking to repay as a debt money deposited with or lent to a company. ASIC argued that the conversion and transfer steps should be treated as one arrangement that functioned as a loan of money.

Why ASIC’s argument failed

The Full Court held that the trial judge had made no error in concluding that Finder Earn did not involve the required deposit or loan of money. It was common ground in the appeal that TrueAUD was a form of property, while ASIC expressly did not contend that TrueAUD itself was money.

The court characterized the customer as acquiring fungible intangible property, transferring title to Finder and receiving a contractual right to property of the same type in a greater quantity later. The stablecoin’s one-for-one Australian-dollar peg reduced expected price volatility but did not convert that property into money for the statutory debenture test.

ASIC also could not successfully combine the customer’s initial Australian-dollar deposit with the later Finder Earn transaction. A funded Finder Wallet account supported multiple possible uses, so depositing Australian dollars was not necessarily one component of a single Finder Earn scheme. Once that initial deposit was excluded, the relevant transfer to Finder was TrueAUD rather than money.

Because ASIC failed on this first ground, the Full Court did not decide the regulator’s second argument concerning whether money had to be raised for the company’s working capital to fall within the debenture definition.

A narrow but consequential ruling

The judgment did not declare that every crypto yield product falls outside Australian financial-services law, nor did it classify every stablecoin as property rather than money for every legal purpose. Its reasoning depended on Finder Earn’s terms, the sequence of transactions and the arguments ASIC advanced in this case.

ASIC’s July 24 response acknowledged that the ruling exposed challenges in applying the existing debenture and financial-services framework to crypto products. The regulator said it was considering the decision and emphasized that other crypto-related offerings could still qualify as financial products. For the industry, the immediate lesson was institutional rather than promotional: transaction architecture and contractual rights could be decisive when courts mapped digital assets onto older statutory categories.