Final Order Denying Petition for Declaratory Statement by Kalbas, Inc.

Index: OFR 2026 - 323 STATE OF FLORIDA OFFICE OF FINANCIAL REGULATION In Re: KALB AS, INC., Case Number: 138547 Petitioner. FINAL ORDER ON PETITION FOR DECLARATORY STATEMENT THIS CAUSE came on for consideration upon the Petition for Declaratory Statement ("Petition") filed by KALBAS, INC. ("Petitioner") and received by the Office of Financial Regulation ("Office") on May 19, 2026. Having considered the Petition and relevant statutes and rules, the Office issues this Final Order. FINDINGS OF FACT

1. The Petition, attached hereto as Exhibit A, requests the Office to issue a Declaratory Statement addressing the application of chapter 560, Florida Statutes to certain aspects of the Petitioner's current business model (Exhibit B) and its operation as a Florida licensed Money Services Business under Part II of chapter 560, Florida Statutes, exchanging virtual currency via mobile application ("app") and automated kiosks. See Exhibit C. Petitioner questions whether these business activities are regulated under chapter 560, Florida Statutes; whether transactions conducted at Petitioner's Bitcoin A TM kiosks are required to be reported as quarterly transmission volume; and whether each of Petitioner's kiosks must be registered as a branch location.
2. Petitioner "is a cryptocurrency exchange" established in September 2019 to allow consumers to buy and sell cryptocurrency at kiosk locations and through mobile app .. 1 Petitioner has been a Florida licensed money transmitter since February 7, 2022, license FT230000380, 1 Exhibit B, page 2

providing cryptocurrency exchange services through A TM kiosks and a mobile app as described in Exhibit B. Such services continue .. 2 3. Petitioner last amended its application for licensure as a money services business providing cryptocurrency exchange services on February 27, 2026. 4. On May 14 and 15, 2026, the Office conducted an examination (No. 136909) to ascertain compliance with chapter 560, Florida Statutes, for the period of January 1, 2024, through December 31, 2025. The Petition seeks the agency's opinion regarding several findings of that examination, which remain pending. 5. The Office considered all the information Petitioner provided and, pursuant to Rule 28-105.003, Florida Administrative Code, has taken such information as fact for the purpose of this Order. The facts set forth in the Petition (including attachments Exhibit B and Exhibit C) are hereby adopted and incorporated herein by reference as the findings of fact of the Office. 6. Pursuant to, and in compliance with, section 120.565(3), Florida Statutes, the Office published notice of the Petition. The notice appeared in the Florida Administrative Register at Volume 52, Number 98, published May 20, 2026. The Office received no comments regarding the matter. 7. The Office's conclusions are based upon the assertions of fact contained in the Petition. Any modification of the assertions of fact could alter the Office's conclusions. None of Petitioner's assertions of fact are admitted by the Office as being true, and Petitioner's questions are viewed as purely hypothetical. If any facts asserted by Petitioner are untrue or materially incomplete, the Office's conclusions provided herein would not apply. 2 Exhibit B, page 11: "Kalbas Inc. currently supports Bitcoin (BTC), Litecoin (LTC), Ethereum (ETH), Tether (USDT) and Dogecoin (DOGE) via its kiosks." 2

CONCLUSIONS OF LAW 8. Pursuant to chapters 120 and 560, Florida Statutes, the Office has jurisdiction over this matter. 9. Pursuant to section 120.565(1), Florida Statutes, any substantially affected person may seek a declaratory statement regarding an agency's opinion as to the applicability of a statute as it applies to that person's particular set of circumstances. 10. It is well established that the purpose of a declaratory statement is to afford a petitioner the opportunity to seek an agency's position regarding the applicability of the agency's statutory provisions, orders, or rules to the petitioner's particular circumstances. Adventist Health System/Sunbelt, Inc. v. Agency for Health Care Admin. , 955 So.2d 1173, 1176 (Fla. 1st DCA 2007) (citing Chiles v. Div. of Elections, 711 So.2d 151, 154 (Fla. pt DCA 1998)). 11 . A declaratory statement can be used to avoid costly administrative litigation by informing a petitioner in advance as to the agency's views regarding petitioner's contemplated conduct. Adventist Health, 955 So.2d at 1176; Chiles, 711 So.2d at 154; and Nat '! Ass'n of Optometrists & Opticians v. Fla. Dep'tofHealth, 922 So.2d 1060, 1062 (Fla. 1st DCA 2006). 12. A declaratory statement must therefore be sought from an agency in advance of taking a particular course of action. Adventist Health, 955 So. 2d at 1176 ( citing Novick v. Dep 't of Health, Ed. of Med. , 816 So. 2d 1237, 1240 (Fla. 5th DCA 2002)). A petition for declaratory statement which seeks a determination regarding acts which have already occurred, or are now occurring, is properly denied. Novick, 816 So2d at 1240 (citing Couch v. Dep't Health and Rehab. Services, 377 So. 2d 32 (Fla. 1st DCA 1979); Fox v. State, Ed. of Osteopathic Med. Examiner, 395 So. 2d 192 (Fla. 1st DCA 1981) (upholding denial of petition for declaratory statement regarding issues raised in an administrative proceeding). 3

13. The examination conducted by the Office on May 14 and 15, 2026, and its findings are acts that occurred in the past or are now occurring. The issues presented by those findings remain pending.
14. Through the filing of a petition for declaratory statement, Petitioner is seeking a determination from the Office as to the interpretation and application of chapter 560, Florida Statutes, to current or past acts of Petitioner which are now the subject of the Office's current examination finding Petitioner in violation of Florida law.
15. The Petitioner cannot use the declaratory statement laws as a way of challenging potentially adverse examination findings in order to bypass the legal processes already in place. Therefore, a declaratory statement is not available to Petitioner due to the pendency of the examination.
16. No further analysis is necessary and the Office makes no determination regarding the merits of Petitioner's arguments. Based on the foregoing Findings of Fact and Conclusions of Law, it is hereby ORDERED THAT: I. The Office has jurisdiction over the subject matter and the parties pursuant to section 560.105, Florida Statutes; II. Kalbas, Inc.'s Petition for Declaratory Statement is hereby DENIED for the reasons stated above. DONE and ORDERED this.scfaay of June, 2026, in Tallahassee, Leon County, Florida. Commissioner 4

NOTICE OF RIGHTS A PARTY WHO IS ADVERSELY AFFECTED BY THIS FINAL ORDER IS ENTITLED TO JUDICIAL REVIEW PURSUANT TO SECTION 120.68, FLORIDA STATUTES. REVIEW PROCEEDINGS ARE GOVERNED BY THE FLORIDA RULES OF APPELLATE PROCEDURE. SUCH PROCEEDINGS ARE COMMENCED BY FILING THE ORIGINAL NOTICE OF APPEAL WITH THE AGENCY CLERK FOR THE OFFICE OF FINANCIAL REGULATION AS FOLLOWS: B, Mail or E-mail Office of Financial Regulation P.O. Box 8050 Tallahassee, FL 32314-8050 Phone: (850) 410-9889 E-mail: Agency.Clerk@flofr.gov OR Bv Hand Delivery Office of Financial Regulation General Counsel's Office The Fletcher Building 101 East Gaines Street Tallahassee, FL 32399-8050 Phone: (850) 410-9889 A COPY OF THE NOTICE OF APPEAL, ACCOMPANIED BY THE FILING FEES AS REQUIRED BY LAW, MUST ALSO BE FILED WITH THE DISTRICT COURT OF APPEAL, FIRST DISTRICT, 2000 DRAYTON DRIVE, TALLAHASSEE, FLORIDA 32399- 0950, OR WITH THE DISTRICT COURT OF APPEAL IN THE APPELLATE DISTRICT WHERE THE PARTY RESIDES. THE NOTICE OF APPEAL MUST BE FILED WITH BOTH THE AGENCY CLERK FOR THE OFFICE OF FINANCIAL REGULATIONS AND THE DISTRICT COURT OF APPEAL WITHIN 30 DAYS OF THE RENDITION OF THE ORDER TO BE REVIEWED. 5

CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true and correct copy of the foregoing Final Order and Notice of Rights has been furnished to: Kalbas, Inc. at 1500 SW 30th Ave., Unit 11-12, Boynton Beach, FL 33426 and by email at Compliance@unbank.com on this 3~ay of June, 2026. egulation , 2314 mai: gency.Clerk@flofr.gov Tel: (850) 410-9889