OFR 2026 - 547

DOCKETED 11/9/2026 LEGAL BH

STATE OF FLORIDA
OFFICE OF FINANCIAL REGULATION

In Re: Petition for Declaratory Statement of
SATSTREET USA, INC.,
Petitioner.
Case Number: 141360

FINAL ORDER ON PETITION FOR DECLARATORY STATEMENT

THIS CAUSE came on for consideration upon the Petition for Declaratory Statement ("Petition") filed by SATSTREET USA, INC. ("Petitioner") and received by the Office of Financial Regulation ("Office") on August 26, 2026. Having considered the Petition and relevant statutes and rules, the Office issues this Declaratory Statement.

FINDINGS OF FACT

I. 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 constitutes money transmission or otherwise requires licensure as a money transmitter or other money services business under Part II, Chapter 560, Florida Statutes.

2. The Office considered all information Petitioner initially provided. Additional information was requested from Petitioners, which was provided. Pursuant to Rule 28-105.003, Florida Administrative Code, the Office 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 171, published September 2, 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) (citing Chiles v. Div. of Elections, 711 So.2d 151, 154 (Fla. 1st 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'l Ass'n of Optometrists & Opticians v. Fla. Dep't of Health, 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.

10. Section 560.103(26), Florida Statutes, defines a "money services business" as 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, money transmitter or virtual currency kiosk business, or qualified payment stablecoin issuer.

11. Section 560.103(27), Florida Statutes, defines a "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, a payment instrument, gold coin, silver coin, or virtual currency for the purpose of acting as an intermediary to transmit currency, monetary value, a payment instrument, gold coin, silver coin, 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.

12. Section 560.103(33), Florida Statutes, defines a "payment instrument seller” as a corporation, limited liability company, limited liability partnership, or foreign entity qualified to do business in this state which sells a payment instrument.

13. Section 560.103(32), Florida Statutes, defines a "payment instrument" as a check, draft, warrant, money order, travelers check, electronic instrument, or other instrument used for the transmission, exchange, or payment of currency or monetary value, regardless of whether it is negotiable. The term does not include an instrument that is redeemable by the issuer in merchandise or service, a credit card voucher, or a letter of credit.

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

15. Pursuant to section 560.204(1 ), Florida Statutes, a person may not engage in the activity of a payment instrument seller or money transmitter for compensation unless they are licensed or exempt from licensure.

16. Under the specific set of facts stated in Petitioner's proposed business model, including that Petitioner sells digital assets (bitcoin) from its own inventory directly to the customer in exchange for USD remitted to Petitioner, Petitioner would not be a "payment instrument seller" pursuant to section 560.103(33), Florida Statutes.

17. Under the specific set of facts stated in Petitioner's proposed business model, including that Petitioner 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, Petitioner would not be a "money transmitter" pursuant to section 560.103(27), 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;

II. Petitioner is a substantially affected person; and,

III. SATSTREET USA, INC.'S Petition is GRANTED. Petitioner would not be required to obtain a money transmitter license or other money services business license issued under Part II, Chapter 560, Florida Statutes, for the activities contemplated in Petitioner's proposed business model.

DONE and ORDERED this ~ day of November, 2026, in Tallahassee, Leon County, Florida.

'
Commissioner

Russell C. Weigel, III

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:

By Mail, Facsimile or Email
Agency Clerk
Office of Financial Regulation
Office of General Counsel
P.O. Box 8050
Tallahassee, FL 32314-8050
Phone:(850)410-9889
Fax: (850) 410-9663
Email: Agency.Clerk@flofr.gov
OR By Hand Delivery
Agency Clerk
Office of Financial Regulation
Office of General Counsel
The Fletcher Building
101 East Gaines Street
Tallahassee, FL 32399
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 REGULATION AND THE DISTRICT COURT OF APPEAL WITHIN 30 DAYS OF THE RENDITION OF THE ORDER TO BE REVIEWED.

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, Satstreet USA, Inc., by electronic mail at sasha@hodder.law on this 9th day of November, 2026.

Agency Clerk
Office of Financial Regulation
Post Office Box 8050
Tallahassee, FL 32314
Email: Agency.Clerk@flofr.gov
Tel: (850) 410-9889

Hodder Law Firm
904-420-4455 " contact@hodder.law Q www.hodder.law

EXHIBIT A

August 26, 2026

SENT VIA EMAIL:
Agency Clerk
Florida Office of Financial Regulation
101 E. Gaines Street, Suite 504
Tallahassee, FL 32399-0379
Email: Agency.Clerk@flofr.gov

Re: Petition for Declaratory Statement Before the Florida Office of Financial Regulation Petitioner: Satstreet USA, Inc.

Dear Florida Office of Financial Regulation,

Hodder Law Firm, P.A. ("Counsel"), on behalf of Satstreet USA Inc. ("Satstreet" 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: Satstreet USA, Inc.
Address: 1110 Brickell Ave Ste 505 Miami FL 33131 Email: info@satstreet.com Telephone: 647-360-7708 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: sasha@hodder.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)

Satstreet USA, Inc. is substantially affected by OFR's interpretation of Part II, Chapter 560, because Satstreet 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, Satstreet 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 Satstreet's business planning, compliance obligations, and ability to conduct business in Florida.

5. Specific Issue for Resolution

Whether Satstreet'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

Satstreet is a Florida corporation that wishes to provide OTC digital asset services. Satstreet 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. Its FinCEN registration number is 31000333144834.

This Petition concerns OTC activity only.

In all OTC transactions described in this Petition, Satstreet is the customer's direct counterparty. 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.

Satstreet has not performed any transactions with Florida customers to date.

7. Proposed OTC Model and Flow of Funds

Remote OTC Transactions (Florida Customers)

1. The customer notifies Satstreet that they wish to buy Bitcoin through Satstreet's OTC process.

2. The customer completes onboarding, including executing Satstreet's OTC agreement and completing KYC.

3. Satstreet quotes a price and trade terms; the customer agrees to proceed.

4. The customer sends a wire transfer in USD to Satstreet's bank account.

5. After Satstreet receives the USD, Satstreet delivers the digital asset from Satstreet'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 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 Satstreet's Business Model. Satstreet's proposed model is a

two-party principal transaction in which Satstreet sells digital assets from its own inventory directly to the customer in exchange for USD remitted to Satstreet. Satstreet 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 Satstreet, the seller, and Satstreet delivers the purchased digital asset directly to the customer without an intermediary.

Based on the facts set forth above, Satstreet 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

Satstreet respectfully requests that OFR issue a declaratory statement confirming whether Satstreet 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.

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