Tại sao phán quyết BAYC vừa lật ngược cuộc chơi quản lý NFT

A U.S. federal court just handed the NFT industry a major W: Bored Ape Yacht Club NFTs and ApeCoin are officially not securities. Sounds technical? Let’s break why this actually matters.

The Core Issue: What Makes Something a “Security”?

The Howey Test is basically the legal playbook. For something to count as a security, it needs three things:

1. You throw money at it
2. There’s a common enterprise (someone pulling strings together)
3. You’re expecting profits from other people’s efforts

The court said BAYC flunks this test. Here’s the real talk:

Why BAYC dodged the “security” label:

• No direct connection: NFTs sold on OpenSea and Coinbase, not directly by Yuga Labs. That third-party marketplace distance killed the “common enterprise” argument.
• No hard profit promises: Sure, Yuga Labs hyped the project’s future. But hype ≠ enforceable profit guarantees.
• It’s a collectible, not an investment fund: The framing matters. BAYC is pitched as community access + digital art, not “buy this and watch it moon.”

What This Actually Changes

1. The Regulatory Chill Factor

Creators can now build community-driven NFT projects without constantly looking over their shoulder for SEC enforcement. Utility + community narrative = safer legal ground.

2. The Shift From Speculation to Real Utility

This ruling puts the spotlight on projects that actually do something (Discord access, physical merch, governance voting) versus pure trading bots. Projects that lean into FOMO and “investment potential” remain risky.

3. A Precedent for Future Cases

Other NFT collections are watching. NBA Top Shot (which leaned hard on investment marketing) faced tighter scrutiny—the contrast is telling. Going forward, utility-first design is the safer play.

The Messy Reality: Why BAYC Crashed Anyway

Here’s the plot twist: The court win didn’t save the bags.

BAYC NFT floor price tanked from ~$100+ in early 2022 to single digits today. ApeCoin? Down 90%+ from peak. The ruling provides legal clarity, not a market catalyst. Market pressures hit harder:

• Oversaturation: NFT project spam diluted the entire category
• Macro headwinds: Rising rates and inflation crushed all speculative assets
• The culture shifted: The 2022 FOMO is gone; retail moved on

What This Means Going Forward

The SEC appears to be signaling: “Design your project around real utility, and you’re probably fine.” Projects explicitly marketed as “this will moon” or with heavy promise of financial returns still face heat. The ruling carves out space for Web3 to innovate—but only if you’re honest about what your NFT actually does.

Bottom line: Legal clarity is great for builders. For bagholders hoping this would pump price? The court can’t fix market sentiment.