Zerohash charter application returned in first for OCC

• Key insight: The OCC returned Zerohash's trust bank charter application without announcing a decision one month after stating that it would include returns as an option in the fintech charter process.
• What's at stake: The digital asset provider is actively hiring for multiple executive roles at the proposed trust bank, even as two lawsuits involving a former chief compliance officer are pending in state courts.
• Forward look: The company is planning to refile its application by the end of this month.

Digital asset infrastructure provider Zerohash had its national trust charter application quietly returned without a decision by the Office of the Comptroller of the Currency last month. 

The return, which was not formally announced by the agency, is another potential outcome for the dozens of fintechs currently seeking bank charters from regulators.

Zerohash, whose clients include Morgan Stanley, One Pay and Stripe, initially filed for a national trust bank charter from the OCC in March of this year. However, the OCC's Corporate Applications Search, or CAS, database has categorized Zerohash National Trust Bank's charter application as "Returned" on July 17.

According to a public bulletin published by the agency a month prior, on June 17, the OCC "may return a filing without a decision if it finds the filing to be materially deficient … before engaging in any meaningful processing of the filing." Material deficiency includes, according to the bulletin, "the failure to furnish required biographical and financial information of individuals and corporate background and financial report for entities, as well as any required information requested by the filing form." Additionally, the OCC may return a filing if additional requests for information are not sufficiently responded to by the filer.

The OCC declined to comment on the specific reasons it returned Zerohash's filing. According to the agency's CAS database, it is the only recent bank charter application that has been returned without a decision. Previously, firms have voluntarily withdrawn their charter application if issues arose during the review process. Other charters that have been filed in the last two years are either pending or have some form of decision status (such as conditional approval or denial).

Laurel Loomis Rimon, partner at Jenner & Block and co-chair of the firm's fintech and crypto assets practice, told American Banker that the current administration has expressed openness to potential crypto services, such as stablecoins, but is still exercising an "extensive oversight regime" when it comes to reviewing charter applications from fintechs.

"There is a bit of this gold rush feeling of, 'Oh wow the doors have opened, let's see if we can get in,' and I think that's probably why you've seen some public rejections," she said, referencing recent public denials of charter applications submitted by Bunq and Wise. "It is an attempt to send a message that core AML compliance requirements, which are the sort of main regulatory issue for these types of entities, are still a focus of this administration. It's a little bit of a double-edged sword, but there is an eagerness to see if an OCC charter is an option for many companies."

In a statement provided to American Banker, Zerohash said that the initial application "covered a wide range of digital asset and fiduciary services," and the company has "since decided to take a sequenced approach to the authorization of services, with a more focused approval of national trust activities aligned with our intended rollout timeline.

"The return of the application is an administrative process that allows us to refile this month," the statement continued, and a company spokesperson confirmed with American Banker that Zerohash plans to refile its trust bank charter application by the end of August but has not yet done so as of time of publication. "This approach was taken in coordination with the OCC and is not a substantive decision on the merits of our application."

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Rimon said that digital asset firms in particular may need to balance focus with thoroughness in regulatory applications such as charter requests.

"In general, when you're making an application to a regulator, the more you can do to narrow the issues and simplify what they have to decide, the better it is and the easier it is for you to get approval," she said. "On the other hand, in the world of crypto, you're talking about companies that are all relatively new and function very globally with multiple different entities. That's just a practical challenge, but if you can really demonstrate that there is a separateness between the entity that's applying and other activity, then it helps to narrow the issues."

Zerohash also said that the returned application does not affect its current operations, which continue under its existing money transmitter licenses and state-level trust company charter from North Carolina, the latter of which was granted last year.

Zerohash is currently listing its proposed trust bank charter application as "pending" in multiple locations as of time of publication, including active job listings for executive roles at the proposed bank subsidiary. As of time of publication, the two open roles for the trust bank are for a chief operating officer and a chief trust officer, the latter of which was originally assigned in the trust charter filing to Andrew Lucas, Zerohash's senior vice president of global regulation. Lucas did not respond to a request for comment.

The company is also involved in two pending lawsuits involving its former chief compliance officer, Edgar Guerra, a former Federal Reserve examiner who was hired by Zerohash in 2022 as chief compliance officer but was terminated in early 2023. 

One of the cases, filed as a wrongful termination suit in February 2025 by Guerra in the state of California, alleges that Guerra brought over 250 compliance issues to the company's board in December 2022 as part of a report assembled in response to NYDFS inquiries following the failure of cryptocurrency exchange FTX. The lawsuit alleges that the compliance issues occurred while Zerohash's Stephen Gardner was serving as acting chief compliance officer for the company from 2019 to 2022. 

A company representative confirmed with American Banker that Gardner is the current chief compliance officer and chief legal officer for Zerohash. Gardner is also the proposed CEO for Zerohash National Trust Bank. The company is actively hiring for a global chief compliance officer position.

The other case, filed as a breach of contract lawsuit by Zerohash against Guerra in the state of Delaware at around the same time, alleges that Guerra owes Zerohash a repayment of a $100,000 sign-on bonus from the original employment agreement.

Both cases are currently pending. It is unclear whether the OCC was made aware of the lawsuits or the compliance-related allegations contained in the California case during the review process for Zerohash's charter application. The OCC and Zerohash declined to comment, and counsel for Guerra did not respond to a request for comment.