The two SEC commissioners, Hester Peirce and Mark Uyeda, who dissented from the agency's decision to charge Impact Theory, argued that the SEC's application of the Howey test was too broad. The Howey test is a legal framework used to determine whether an investment contract is a security. The test has four parts:

1. There is an investment of money.
2. The investment is in a common enterprise.
3. There is a reasonable expectation of profits to be derived from the efforts of others.
4. The profits are to be derived from the efforts of a promoter or other third party, rather than from the investor's own efforts.

The SEC argued that Impact Theory's NFTs met all four parts of the Howey test. The company raised money from investors, who were promised a share of the profits from Impact Theory's business. The profits were to be derived from the efforts of Impact Theory's team, not from the investors themselves.However, Peirce and Uyeda argued that the SEC's interpretation of the Howey test was too broad. They pointed out that the NFTs in question did not give investors any ownership rights in Impact Theory. The NFTs were simply digital collectibles that gave investors access to certain benefits, such as early access to Impact Theory's content.

Peirce and Uyeda also argued that the SEC's decision to charge Impact Theory set a bad precedent for future NFT offerings. They warned that the SEC's broad interpretation of the Howey test could discourage innovation in the NFT space.

The SEC's decision to charge Impact Theory is the first time that the agency has brought an enforcement action against an NFT issuer. It is likely that the SEC will continue to scrutinize NFT offerings in the future. The dissent from Peirce and Uyeda suggests that the SEC's approach to regulating NFTs is likely to be challenged in court.

Here are some additional thoughts on the SEC's decision to charge Impact Theory:

• The decision is a sign that the SEC is taking NFTs seriously and is willing to regulate them.
• The decision could have a chilling effect on the NFT market, as companies may be hesitant to offer NFTs if they fear being sued by the SEC.
• The decision could also lead to more litigation, as companies challenge the SEC's interpretation of the Howey test.

It remains to be seen how the SEC's decision will affect the NFT market. However, it is clear that the SEC is taking a close look at NFTs and is willing to regulate them if necessary.