SEC No-Action Letter: MegPrime Holding LLC Token Offering

SEC: No-Action Letters - Corp Finance

Published January 15th, 2026

Detected March 14th, 2026

Summary

The SEC's Division of Corporation Finance issued a no-action letter to MegPrime Holding LLC regarding its token offering. The Division stated it would not recommend enforcement action if MegPrime proceeds with the offering as described, without registration under the Securities Act or Exchange Act.

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What changed

The Securities and Exchange Commission's Division of Corporation Finance has issued a no-action letter to MegPrime Holding LLC concerning its proposed token offering. Based on the facts presented in MegPrime's request, the Division will not recommend enforcement action if the company offers and sells its tokens without registering them under Section 5 of the Securities Act or registering them as a class of equity securities under Section 12(g) of the Exchange Act, provided the offering adheres strictly to the described conditions and counsel's opinion.

This guidance is specific to MegPrime Holding LLC and its described token offering. While it provides clarity for the company, it does not establish a new rule or precedent for other entities. Regulated entities involved in token offerings should review the specific facts and representations that led to this no-action position. The Division's response is limited to enforcement action and does not constitute a legal conclusion on the underlying securities law issues.

Source document (simplified)

MegPrime Holding LLC

Jan. 15, 2026 Response of the Division of Corporation Finance

January 15, 2026

Re: MegPrime Holding LLC
Incoming letter dated January 12, 2026

Based on the facts presented, the Division will not recommend enforcement action to the Commission if, in reliance on your opinion as counsel, MegPrime Holding LLC offers and sells the MegPrime tokens in the manner and under the circumstances described in your letter without registration under Section 5 of the Securities Act and does not register the MegPrime tokens as a class of equity securities under Section 12(g) of the Exchange Act. Capitalized terms have the same meanings as defined in your letter.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division’s position on enforcement action only and does not express any legal conclusion on the issues presented.

Sincerely,

Jonathan A. Ingram
Deputy Chief Counsel
Division of Corporation Finance

Last Reviewed or Updated: Jan. 15, 2026