Final Order on Petition for Declaratory Statement — Magasy LLC

Index: OFR 2026 - 248
STATE OF FLORIDA
OFFICE OF FINANCIAL REGULATION
In Re:
MAGASYLLC, Case Number: 136557
Petitioner.
FINAL ORDER ON PETITION FOR DECLARATORY STATEMENT THIS CAUSE came on for consideration upon the Petition for Declaratory Statement ("Petition") filed by MAGASY LLC ("Petitioner") and received by the Office of Financial Regulation ("Office") on March 5, 2026. Having considered the Petition and relevant statutes and rules, the Office issues this Declaratory Statement. FINDINGS OF FACT

1. The Petition, attached hereto as Exhibit A, requests the Office to issue a Declaratory
   Statement addressing whether operating in accordance with the proposed business model, Petitioner would be considered a money transmitter pursuant to chapter 560, Florida Statutes.

2. 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 are hereby adopted and incorporated herein by reference as the findings of fact of the Office.

3. 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 45, published March 6, 2026. The Office received no comments regarding the matter.

4. 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 question is viewed as purely hypothetical. If any facts asserted by Petitioner are untrue or materially incomplete, the Office's conclusions provided herein would not apply. CONCLUSIONS OF LAW

5. Pursuant to chapters 120 and 560, Florida Statutes, the Office has jurisdiction over
   this matter.

6. 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 the petitioner's particular set of circumstances.

7. 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) (citingChilesv. Div. of Elections, 711 So.2d 151, 154(Fla. P1 DCA 1998)).

8. A declaratory statement can be used to avoid costly administrative litigation by
   informing the petitioner in advance as to the agency's views regarding the petitioner's contemplated conduct. Adventist Health, 955 So.2d at 1176; Chiles, 711 So.2d at 154; and Nat I Ass'n of Optometrists & Opticians v. Fla. Dep'tofHealth, 922 So.2d 1060, 1062 (Fla. 1st DCA 2006).

9. Petitioner possesses the requisite interest and is the proper party to request a
   declaratory statement under section 120.565, Florida Statutes, and Rule 28-105 et seq., Florida Administrative Code. 2

10. Section 560.103(22), Florida Statutes, a "money services business" means any
    person located in or doing business in this state, from this state, or into this state from locations outside this state or country who acts as a payment instrument seller, foreign currency, check casher, or money transmitter.

11. Section 560.103(23), Florida Statutes, defines "money transmitter" as:
    [A] corporation, limited liability company, limited liability partnership, or foreign entity qualified to do business in this state which receives currency, monetary value, or payment instruments for the purpose of transmitting the same by any means, including transmission by wire, facsimile, electronic transfer, courier, the Internet, or through bill payment services or other businesses that facilitate such transfer within this country, or to or from this country.

12. Pursuant to sections 560.125(1) and 560.204(1), Florida Statutes, a person may not
    engage in the business of a money services business unless they are licensed or exempt from licensure under chapter 560, Florida Statutes.

13. Under the specific set of facts stated in Petitioner's proposed business model,
    including that Petitioner never transmits funds or receives funds for transmission, Petitioner would not l)e a "money transmitter" pursuant to section 560.103(23), Florida Statutes. Based on the foregoing Findings of Fact and Conclusions of Law, it is hereby DECLARED THAT:
    I. The Office has jurisdiction over the subject matter and the parties pursuant to
    section 560.105, Florida Statutes;
    IL Petitioner is a substantially affected person; and,
    III. MAGASY LLC'S petition is GRANTED. Petitioner would not be a "money
    3

transmitter" pursuant to chapter 560, Florida Statutes, for the activities contemplated in Petitioner's proposed business model. DONE and ORDERED this ~ day of May, 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:
Bv 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 ofFinancial 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 BYLAW, 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: Sasha A. Hodder, Esq., Counsel for Petitioner, Magasy LLC, by email l rf\A at sasha@hodder.law on this _J day of May, 2026. 6 egulation 050 32314 Email: Agency.Clerk@flofr.gov Tel: (850) 410-9889

EXHIBIT A
Hodder Law Firm
SENT VIA EMAIL:
Agency Clerk
Florida Office of Financial Regulation
101 E. Gaines Street, Suite 504
Tallahassee, FL 32399-0379
Email: Al!.ency.Clerkr@,flofr. gov
March 5, 2026
904-420-4455 " contact@hodder.law 0 www.hodder.law Re: Petition for Declaratory Statement Before the Florida Office of Financial Regulation Petitioner: Magasy LLC Dear Florida Office of Financial Regulation, Hodder Law Firm, P.A. ("Counsel"), on behalf of Magasy LLC ("Magasy" or the "Company"), submits this Petition for Declaratory Statement (the "Petition") pursuant to Section 120.565, Florida Statutes, and Rule 28-105.002, Florida Administrative Code, requesting that the Florida Office of Financial Regulation (the "Office" or "OFR") issue a declaratory statement regarding the applicability of Part II, Chapter 560, Florida Statutes, to the Company's proposed principal-based over-the-counter ("OTC") digital asset transactions with customers located in Florida.

1. Petitioner Information (Rule 28-105.002)
   Petitioner: Magasy LLC dba Dallas Bitcoin ATM
   Address: 1220-G Airporat Fwy #447 Bedford Texas 76022 Email: blake@dallasbitcoinatm.com Telephone: 972-360-8025 Facsimile: n/a
2. Counsel Information (Rule 28-105.002)
   Attorney: Sasha A. Hodder, Esq.
   Firm: Hodder Law Firm, P.A.
   Address: 101-4320 Deerwood Lake Pkwy., Suite 305, Jacksonville, FL 32216 Email: sashar7iihodder.law Telephone: 202-568-5848 Facsimile: n/a
3. Statutes and Rules at Issue (Rule 28-105.002)
   This Petition seeks a declaratory statement regarding the applicability of Part II, Chapter 560, Florida Statutes, including but not limited to:

• Section 560.103, Florida Statutes (definitions, including "money transmitter," "money
services business," and "virtual currency," as applicable);
• Section 560.125(1), Florida Statutes (prohibition on engaging in a money services
business without a license, unless exempt); and
• Section 560.204, Florida Statutes (license requirement; compensation includes profit or
loss on the exchange of virtual currency).
4. How the Statutes Substantially Affect the Petitioner (Rule 28-105.002)
Magasy is substantially affected by OFR's interpretation of Part II, Chapter 560, because Magasy intends to offer the OTC model described below to customers located in Florida. If the activity constitutes licensable money transmission or otherwise requires licensure under Chapter 560, Magasy would be required to obtain a Florida money services business license prior to offering the services (or alternatively refrain from serving Florida customers). A declaratory statement will materially affect Magasy's business planning, compliance obligations, and ability to conduct business in Florida.
5. Specific Issue for Resolution
Whether Magasy's proposed principal-based OTC digital asset purchase and sale transactions, as described in this Petition, constitute "money transmission" or otherwise require licensure as a money transmitter or other money services business under Part II, Chapter 560, Florida Statutes.
6. Background and Petitioner's Particular Facts
Magasy is a Texas limited liability company providing OTC digital asset services. Magasy is registered with the Financial Crimes Enforcement Network ("FinCEN") as a money services business and maintains a written, risk-based Anti-Money Laundering ("AML") program. This Petition concerns OTC activity only. Magasy does not operate, and will not operate, Bitcoin ATMs or kiosks in Florida. In all OTC transactions described in this Petition, Magasy is the direct counterparty to the customer. The Company does not: (i) accept funds for the purpose of transmitting them to a third party; (ii) transmit fiat currency or virtual currency to any third party on behalf of a customer; or (iii) hold or custody customer assets. Magasy has not performed any transactions with Florida customers to date. Hodder.law Page 2

7. Proposed OTC Model and Flow of Funds
Remote OTC Transactions (Florida Customers)
1. The customer notifies Magasy that they wish to buy Bitcoin through Magasy's OTC
process.
2. The customer completes onboarding, including executing Magasy's OTC agreement and
completing KYC.
3. Magasy quotes a price and trade terms; the customer agrees to proceed.
4. The customer sends a wire or ACH transfer in USO to Magasy's bank account.
5. After Magasy receives the USO, Magasy delivers the digital asset from Magasy's own
inventory to the customer's designated wallet address.
8. Legal Analysis
A. Licensing Requirements for Florida: On January 1, 2023, Florida updated its money transmitter laws to eliminate the licensing requirement for two-party virtual currency transactions. The stated purpose of this update was to encourage and attract virtual currency businesses to operate in Florida. The new language reads as follows. License Required. Unless exempted, a person may not engage in, or in any manner advertise that they engage in, the activity of a payment instrument seller or money transmitter, for compensation, without first obtaining a license under this part. For purposes of this subsection, the term "compensation" includes profit or loss on the exchange of currency, monetary value, or virtual currency. FL STAT. § 560.204 (2025). Money Services Business. Any person located in or doing business in this state, from this state, or into this state from locations outside this state or country who acts as a payment instrument seller, foreign currency exchanger, check casher, or money transmitter. FL STAT. § 560.103(23) (2025). Money Transmitter. A corporation, limited liability company, limited liability partnership, or foreign entity qualified to do business in this state which receives currency, monetary value, a payment instrument, or virtual currency for the purpose of acting as an intermediary to transmit currency, monetary value, a payment instrument, or virtual currency from one person to another location or person by any means, including transmission by wire, facsimile, electronic transfer, courier, the Internet, or through bill payment services or other businesses that facilitate such transfer within this country, or to or from this country. The term includes only an Hodder.law Page 3

intermediary that has the ability to unilaterally execute or indefinitely prevent a transaction. FL STAT.§ 560.103(26) (2025). B. Application of the Law to Magasy's Business Model. Magasy's proposed model is a two-party, principal transaction in which Magasy sells digital assets from its own inventory directly to the customer in exchange for USD remitted to Magasy. Magasy does not receive funds for the purpose of transmitting such funds ( or substituted value) to another person or location on the customer's behalf and does not act as an intermediary between a sender and a third-party recipient. Instead, the customer pays Magasy as the seller, and Magasy delivers the purchased digital asset directly to the customer without the use of an intermediary. Based on the facts set forth above, Magasy respectfully submits that its proposed two-party principal OTC transactions, as described herein, do not constitute money transmission requiring licensure under Part II, Chapter 560, Florida Statutes.
9. Request for Declaratory Statement
Magasy respectfully requests that OFR issue a declaratory statement confirming whether Magasy would be required to obtain a Florida money services business license (including as a money transmitter) under Part II, Chapter 560, Florida Statutes, in order to conduct the proposed OTC transactions described in this Petition with customers located in Florida. Hodder.law Respectfully Submitted, Hodder Law Firm, P.A. Sasha A. Hodder, Esq. 101-4320 Deerwood Lake Pkwy. Suite 305, Jacksonville, FL 32216 P: 202-568-5848 E: sasha@hodder.law Page4