There is more to SEC’s recent memecoin guidance than meets the eye. On Feb. 27, the staff of the SEC’s Division of Corporate Finance issued guidance explaining that memecoins — which the SEC described as digital assets “inspired by internet memes, characters, current events, or trends for which the promoter seeks to attract an enthusiastic online community” — are generally not sold as securities.

This is consistent with the SEC’s shift away from efforts under former Chair Gary Gensler to claim regulatory power over virtually the entire digital-asset industry, and it could have implications for the industry that go far beyond memecoins.

The SEC’s attempts to regulate digital assets during the Biden Administration largely hinged on the Supreme Court’s so-called “Howey test” for determining whether a transaction involves an “investment contract.” Howey requires an investment of money in a common enterprise, with an expectation of profits from the efforts of others.

In the SEC’s enforcement actions against digital-asset exchanges, the defendants argued that secondary-market resales of digital assets lack the necessary “investment of money in a common enterprise” because investors’ funds are not “pooled” by developers into a common fund and then used to further a business in which the investors share the profits. In the SEC’s case against Kraken, for example, the agency told a federal court that “pooling of resale proceeds” by a developer is not “required under Howey.”

The SEC’s new guidance confirms the opposite. It says that purchasers of memecoins make no investment in a common enterprise because their funds “are not pooled together to be deployed by promoters or other third parties for developing the coin or a related enterprise.” The guidance also explains that memecoin purchasers do not expect profits derived from the efforts of others, another Howey requirement. Rather, the value of memecoins comes from “speculative trading and the collective sentiment of the market, like a collectible.”

The SEC’s memecoin guidance is most obviously consequential for the sale and promotion of memecoins, which are the subject of recent private class-actions brought by individual plaintiffs. But it has broader implications for all secondary-market transactions in digital assets, including on exchanges. In secondary-market transactions on exchanges, purchasers’ funds likewise “are not pooled together to be deployed by promoters or other third parties for developing the coin or a related enterprise.” Thus, the SEC now seems to recognize that under a proper application of the Howey test, those transactions are beyond the agency’s reach, as defendants have consistently argued in the SEC’s prior enforcement cases.

This doctrinal reversal may be part of the impetus behind the SEC’s recent decisions to voluntarily dismiss several cases involving secondary-market transactions, and to stay further proceedings in others.

To be sure, the SEC’s new guidance includes statements that it “represents the views of [agency] staff,” not necessarily the SEC itself, and that the statement “has no legal force or effect.” The SEC also attempted to restrict the guidance to “the offer and sale of meme coins” under the specific circumstances described elsewhere in the release.

The agency could try to use those boilerplate recitals to wriggle out of the guidance at some point in the future. But constitutional principles of due process and fair notice may constrain the agency’s ability to impose retroactive liability based on any future flip-flop. Moreover, although the SEC’s guidance is not binding on courts, the SEC’s change in position on pooling will make it difficult for private plaintiffs to credibly argue that most digital assets are sold as securities.

The SEC’s guidance on memecoins is consistent with the agency’s other recent steps to pull back from the regulation-by-enforcement approach that plagued the industry under former Chair Gary Gensler. And the guidance offers welcome clarity from the agency in an area where the agency’s prior approach had significantly muddied the waters. It is, in short, a significant step in the right direction for crypto law and policy in the United States.

One of the most intriguing aspects of crypto is its sense of anonymity. Bitcoin (BTC), for example, was created in 2008 by an unknown figure using the pseudonym Satoshi Nakamoto, and to this day, the true identity of its inventor remains unknown. The veil of anonymity has allowed users to create distinct identities through wallet addresses, adding an extra layer of privacy and discretion to transactions. 

This concept of openness and universal access is one of the core promises of digital currencies, allowing anyone with internet access to engage, regardless of their financial history or background. However, even though the ethos of crypto promotes inclusivity, the reality hasn’t always reflected this. 

The early days of crypto were defined by the archetype “crypto bros,” referring to a specific demographic of young, tech-savvy men who influenced the industry’s direction. Their influence extended to the design of projects, development of key protocols, and framing of the culture surrounding digital assets. 

However, as the industry matured and evolved, efforts were made to reflect and include more female voices. This shift helped address the imbalance between gender representation, bringing new perspectives into the industry. 

A 2024 study revealed that over 560 million cryptocurrency owners exist globally, with 61 percent identifying as male and 39 percent as female. This marks an increase from the previous year, when the global total was 420 million, with 37 percent of owners being female, signaling a positive shift. 

In response to this trend, organizations have emerged to address crypto’s gender imbalances. Conferences and events once primarily targeted toward the male-dominated demographic have changed to allow women to step into the space and take the lead.

The Association for Women in Cryptocurrency, or AWC, for example, was founded in 2022 as a platform for women looking to enhance their knowledge and education in crypto. Led by Amanda Wick, AWC hosts various events, like webinars and in-person meetups, where women can learn from industry experts and connect with mentors who can guide them and help them discover new career opportunities. 

Recently, Binance shared that it will offer global programs exclusively for women through its Binance Academy platform in honor of International Women’s Day. The events will be held across five continents at 11 venues to help women ease their way into the industry.

While women have made significant strides in the DeFi space, now accounting for 40 percent of Binance’s workforce, leadership positions have been predominantly held by men. Despite this, several women have established themselves as leaders in the space.

Perianne Boring, for instance, is the founder and CEO of the blockchain advocacy group The Digital Chamber, working alongside Congress and the government to promote and regulate blockchain technology. Her leadership role has made her an advocate for adopting blockchain technologies, as she has become a well-known voice in the space discussing the future of finance. In December, President Trump also considered Boring as a potential CFTC chair. 

Another established female leader in the space is Joanna Liang, the founding partner of Jsquare, a tech-focused investment firm specializing in blockchain and web3. With a previous background as CIO at Digital Finance Group (DFG), a global Venture Capital firm focusing on crypto projects, Liang recently launched Jsquare’s latest fund, the Pioneer Fund. The fund has successfully raised $50 million in capital, making its first investment in the startup MinionLabs. The fund will focus on emerging technologies in the crypto space, including PayFi, real-world assets (RWAs), and consumer apps. 

Laura Shin is also a prominent name in crypto and is recognized as one of the first mainstream media reporters to cover cryptocurrency full-time. She is the author of the book, ‘The Cryptopians: Idealism, Greed, Lies, and the Making of the First Big Cryptocurrency Craze,’ and the host of the podcast Unchained. Laura has shared her expertise at events such as TEDx San Francisco and the International Monetary Fund. 

Over the past 16 years, women have been instrumental in helping legitimize crypto assets throughout the financial landscape. Their contributions have spanned various sectors in the ecosystem, helping shift the narrative around crypto from a niche, speculative asset to a more widely recognized and accepted financial tool.

When people talk about zero-knowledge cryptography in 2024, they’re often referring to a privacy-focused use case that relies on a combination of blockchain technology, cryptocurrencies, digital wallets, and users with some degree of web3 knowledge. 

Zero-knowledge proofs have existed since the 1980s, long before the advent of web3. So why limit their potential to blockchain applications? Traditional companies can—and should—adopt ZK technology without fully embracing web3 infrastructure.

At a basic level, ZKPs unlock the ability to prove something is true without revealing the underlying data behind that statement. Ideally, a prover creates the proof, a verifier verifies it, and these two parties are completely isolated from each other in order to ensure fairness. That’s really it. There’s no reason this concept has to be trapped behind the learning curve of web3. 

Most organizations that could benefit from ZK technology aren’t using blockchains or are not even aware of web3. The industry is still young, with many just now familiarizing themselves with Bitcoin (BTC) and Ethereum (ETH), not to mention Layer 2s and 3s.

Despite all that, ZKPs can already be applied to a variety of real-world use cases, and they don’t need to integrate fully web3 rails to do so.

Do you trust your slot machine payout?

With zero-knowledge proofs, you don’t have to trust a gaming operator. You can just enjoy playing and have peace of mind knowing that the game is designed fairly. Every digital gambling machine in the world should be designed with ZKPs; it just makes sense for the operators and the players. The best part is that players can enjoy the benefits without the words “web3” or “crypto” even entering their minds. 

Recently, DraftKings and White Hat Gaming were fined $22,500 by the state of Connecticut for their online slot machine game, which failed to pay any winners over one week in August 2023—even though there were more than 20,600 spins that week. The game advertised that nearly 95 cents would be paid out for every $1 wagered, so the algorithm should have returned $19,570 to the players who wagered $20,600 in spins. Instead, players lost $20,600—all of which went to DraftKings. 

This is where zero-knowledge proofs can make a big difference. A ZKP could prove that a game paid out a certain amount of money over a given period and at a specific hit rate without revealing individual spins or player identities. 

This is great, but there is still the problem of verifying the proof. Someone needs to ensure that DraftKings, or any gaming operator, constructed the proofs correctly based on all the required data. It could be DraftKings themselves, but we shouldn’t trust them to handle their own verification. A regulator or auditor could do it, but this would likely cost DraftKings a lot of money, which would then be passed on to the customer.

In this situation, the best option is a public and decentralized network built specifically to verify proofs in a quick and cost-effective manner. Instead of the user being asked to trust a centralized entity, they can trust a decentralized protocol that ensures nefarious actors (i.e., those who may try to verify an incorrect proof) are punished if they misbehave.

AI output and trustworthiness 

AI’s potential for deception is well-established. However, there are ways we can harness AI’s creativity while still trusting its output. As artificial intelligence pervades every aspect of our lives, it becomes increasingly important that we know the models training the AIs we rely on are legitimate because if they aren’t, we could literally be changing history and not even realize it. With ZKML, or zero-knowledge machine learning, we avoid those potential pitfalls, and the benefits can still be harnessed by web2 projects that have zero interest in going onchain. 

Recently, the University of Southern California partnered with the Shoah Foundation to create something called IWitness, where users are able to speak or type directly to holograms of Holocaust survivors. 

This is an undeniably powerful use of machine learning. There’s something so strangely moving about interacting with a hologram of a Holocaust survivor and feeling like you’re having a real conversation. But with a subject this sensitive, it’s even more crucial that the algorithm underlying the hologram is generating factual information. 

Enter zero-knowledge proofs. If we were to reimagine this project, we might consider adding a “proof of algorithm output” where the user is able to see evidence that the responses they are seeing are based on a Natural Language Processing algorithm that was correctly trained on troves of historical transcripts and interviews with Holocaust survivors, ensuring that the information presented is accurate. 

ZKPs make it possible to get proof of this input data and AI training without revealing the underlying information. Fact-checking the Holocaust information would also require perusing vast amounts of data, potentially requiring the end user to download or access large data sets and then spend hours reading or watching interviews. ZKPs allow the user to forgo this tedious and resource-intensive process.  

In this case, we might trust USC to verify proofs for this particular project, but there are certainly more use cases with AI where the end user may not want to trust a centralized entity to both create and verify proof. When incentives to construct “fake” proofs and have them verified align, decentralized proof verification makes the most sense.

ZK is a trustless, decentralized system for all

We don’t need to trust companies or robots to tell us the truth because we have ZK. Many industries can level up with zero-knowledge blockchain solutions, even if they know nothing about the web3 space. 

By tapping into ZK proof verification, companies and institutions can essentially keep doing everything they have been infrastructure-wise. They just need to create a simple system for proof creation and then use a decentralized system like zkVerify to handle the proof verification. Even though a blockchain is used, the users don’t need to worry about that. 

The future of ZK will be massive, and organizations won’t have to change much to reap the benefits. They can just plug and play. 

John Camardo

John Camardo is the head of product management at Horizen Labs, where he focuses on applying zero-knowledge cryptography to solve real-world problems. He currently leads the product side of zkVerify, a chain-agnostic modular blockchain dedicated to efficiently verifying ZK proofs.