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Howey Test and Cryptocurrencies: 'Every ICO Is a Security'
What Is the Howey Test?
To determine whether a transaction qualifies as a "investment contract" and thus qualifies as a security, the Howey Test refers to the U.S. Supreme Court cass: the Securities Act of 1933 and the Securities Exchange Act of 1934. According to the Howey Test, an investment contract exists when "money is invested in a common enterprise with a reasonable expectation of profits from others' efforts."
The test applies to any contract, scheme, or transaction. The Howey Test helps investors and project backers understand blockchain and digital currency projects. ICOs and certain cryptocurrencies may be found to be "investment contracts" under the test.
Understanding the Howey Test
The Howey Test comes from the 1946 Supreme Court case SEC v. W.J. Howey Co. The Howey Company sold citrus groves to Florida buyers who leased them back to Howey. The company would maintain the groves and sell the fruit for the owners. Both parties benefited. Most buyers had no farming experience and were not required to farm the land.
The SEC intervened because Howey failed to register the transactions. The court ruled that the leaseback agreements were investment contracts.
This established four criteria for determining an investment contract. Investing contract:
- An investment of money
- n a common enterprise
- With the expectation of profit
- To be derived from the efforts of others
In the case of Howey, the buyers saw the transactions as valuable because others provided the labor and expertise. An income stream was obtained by only investing capital. As a result of the Howey Test, the transaction had to be registered with the SEC.
Howey Test and Cryptocurrencies
Bitcoin is notoriously difficult to categorize. Decentralized, they evade regulation in many ways. Regardless, the SEC is looking into digital assets and determining when their sale qualifies as an investment contract.
The SEC claims that selling digital assets meets the "investment of money" test because fiat money or other digital assets are being exchanged. Like the "common enterprise" test.
Whether a digital asset qualifies as an investment contract depends on whether there is a "expectation of profit from others' efforts."
For example, buyers of digital assets may be relying on others' efforts if they expect the project's backers to build and maintain the digital network, rather than a dispersed community of unaffiliated users. Also, if the project's backers create scarcity by burning tokens, the test is met. Another way the "efforts of others" test is met is if the project's backers continue to act in a managerial role.
These are just a few examples given by the SEC. If a project's success is dependent on ongoing support from backers, the buyer of the digital asset is likely relying on "others' efforts."
Special Considerations
If the SEC determines a cryptocurrency token is a security, many issues arise. It means the SEC can decide whether a token can be sold to US investors and forces the project to register.
In 2017, the SEC ruled that selling DAO tokens for Ether violated federal securities laws. Instead of enforcing securities laws, the SEC issued a warning to the cryptocurrency industry.
Due to the Howey Test, most ICOs today are likely inaccessible to US investors. After a year of ICOs, then-SEC Chair Jay Clayton declared them all securities.
SEC Chairman Gensler Agrees With Predecessor: 'Every ICO Is a Security'
Howey Test FAQs
How Do You Determine If Something Is a Security?
The Howey Test determines whether certain transactions are "investment contracts." Securities are transactions that qualify as "investment contracts" under the Securities Act of 1933 and the Securities Exchange Act of 1934.
The Howey Test looks for a "investment of money in a common enterprise with a reasonable expectation of profits from others' efforts." If so, the Securities Act of 1933 and the Securities Exchange Act of 1934 require disclosure and registration.
Why Is Bitcoin Not a Security?
Former SEC Chair Jay Clayton clarified in June 2018 that bitcoin is not a security: "Cryptocurrencies: Replace the dollar, euro, and yen with bitcoin. That type of currency is not a security," said Clayton.
Bitcoin, which has never sought public funding to develop its technology, fails the SEC's Howey Test. However, according to Clayton, ICO tokens are securities.
A Security Defined by the SEC
In the public and private markets, securities are fungible and tradeable financial instruments. The SEC regulates public securities sales.
The Supreme Court defined a security offering in SEC v. W.J. Howey Co. In its judgment, the court defines a security using four criteria:
- An investment contract's existence
- The formation of a common enterprise
- The issuer's profit promise
- Third-party promotion of the offering
Read original post.
More on Web3 & Crypto
Rishi Dean
3 years ago
Coinbase's web3 app
Use popular Ethereum dapps with Coinbase’s new dapp wallet and browser
Tl;dr: This post highlights the ability to access web3 directly from your Coinbase app using our new dapp wallet and browser.
Decentralized autonomous organizations (DAOs) and decentralized finance (DeFi) have gained popularity in the last year (DAOs). The total value locked (TVL) of DeFi investments on the Ethereum blockchain has grown to over $110B USD, while NFTs sales have grown to over $30B USD in the last 12 months (LTM). New innovative real-world applications are emerging every day.
Today, a small group of Coinbase app users can access Ethereum-based dapps. Buying NFTs on Coinbase NFT and OpenSea, trading on Uniswap and Sushiswap, and borrowing and lending on Curve and Compound are examples.
Our new dapp wallet and dapp browser enable you to access and explore web3 directly from your Coinbase app.
Web3 in the Coinbase app
Users can now access dapps without a recovery phrase. This innovative dapp wallet experience uses Multi-Party Computation (MPC) technology to secure your on-chain wallet. This wallet's design allows you and Coinbase to share the 'key.' If you lose access to your device, the key to your dapp wallet is still safe and Coinbase can help recover it.
Set up your new dapp wallet by clicking the "Browser" tab in the Android app's navigation bar. Once set up, the Coinbase app's new dapp browser lets you search, discover, and use Ethereum-based dapps.
Looking forward
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James Howell
3 years ago
Which Metaverse Is Better, Decentraland or Sandbox?
The metaverse is the most commonly used term in current technology discussions. While the entire tech ecosystem awaits the metaverse's full arrival, defining it is difficult. Imagine the internet in the '80s! The metaverse is a three-dimensional virtual world where users can interact with digital solutions and each other as digital avatars.
The metaverse is a three-dimensional virtual world where users can interact with digital solutions and each other as digital avatars.
Among the metaverse hype, the Decentraland vs Sandbox debate has gained traction. Both are decentralized metaverse platforms with no central authority. So, what's the difference and which is better? Let us examine the distinctions between Decentraland and Sandbox.
2 Popular Metaverse Platforms Explained
The first step in comparing sandbox and Decentraland is to outline the definitions. Anyone keeping up with the metaverse news has heard of the two current leaders. Both have many similarities, but also many differences. Let us start with defining both platforms to see if there is a winner.
Decentraland
Decentraland, a fully immersive and engaging 3D metaverse, launched in 2017. It allows players to buy land while exploring the vast virtual universe. Decentraland offers a wide range of activities for its visitors, including games, casinos, galleries, and concerts. It is currently the longest-running metaverse project.
Decentraland began with a $24 million ICO and went public in 2020. The platform's virtual real estate parcels allow users to create a variety of experiences. MANA and LAND are two distinct tokens associated with Decentraland. MANA is the platform's native ERC-20 token, and users can burn MANA to get LAND, which is ERC-721 compliant. The MANA coin can be used to buy avatars, wearables, products, and names on Decentraland.
Sandbox
Sandbox, the next major player, began as a blockchain-based virtual world in 2011 and migrated to a 3D gaming platform in 2017. The virtual world allows users to create, play, own, and monetize their virtual experiences. Sandbox aims to empower artists, creators, and players in the blockchain community to customize the platform. Sandbox gives the ideal means for unleashing creativity in the development of the modern gaming ecosystem.
The project combines NFTs and DAOs to empower a growing community of gamers. A new play-to-earn model helps users grow as gamers and creators. The platform offers a utility token, SAND, which is required for all transactions.
What are the key points from both metaverse definitions to compare Decentraland vs sandbox?
It is ideal for individuals, businesses, and creators seeking new artistic, entertainment, and business opportunities. It is one of the rapidly growing Decentralized Autonomous Organization projects. Holders of MANA tokens also control the Decentraland domain.
Sandbox, on the other hand, is a blockchain-based virtual world that runs on the native token SAND. On the platform, users can create, sell, and buy digital assets and experiences, enabling blockchain-based gaming. Sandbox focuses on user-generated content and building an ecosystem of developers.
Sandbox vs. Decentraland
If you try to find what is better Sandbox or Decentraland, then you might struggle with only the basic definitions. Both are metaverse platforms offering immersive 3D experiences. Users can freely create, buy, sell, and trade digital assets. However, both have significant differences, especially in MANA vs SAND.
For starters, MANA has a market cap of $5,736,097,349 versus $4,528,715,461, giving Decentraland an advantage.
The MANA vs SAND pricing comparison is also noteworthy. A SAND is currently worth $3664, while a MANA is worth $2452.
The value of the native tokens and the market capitalization of the two metaverse platforms are not enough to make a choice. Let us compare Sandbox vs Decentraland based on the following factors.
Workstyle
The way Decentraland and Sandbox work is one of the main comparisons. From a distance, they both appear to work the same way. But there's a lot more to learn about both platforms' workings. Decentraland has 90,601 digital parcels of land.
Individual parcels of virtual real estate or estates with multiple parcels of land are assembled. It also has districts with similar themes and plazas, which are non-tradeable parcels owned by the community. It has three token types: MANA, LAND, and WEAR.
Sandbox has 166,464 plots of virtual land that can be grouped into estates. Estates are owned by one person, while districts are owned by two or more people. The Sandbox metaverse has four token types: SAND, GAMES, LAND, and ASSETS.
Age
The maturity of metaverse projects is also a factor in the debate. Decentraland is clearly the winner in terms of maturity. It was the first solution to create a 3D blockchain metaverse. Decentraland made the first working proof of concept public. However, Sandbox has only made an Alpha version available to the public.
Backing
The MANA vs SAND comparison would also include support for both platforms. Digital Currency Group, FBG Capital, and CoinFund are all supporters of Decentraland. It has also partnered with Polygon, the South Korean government, Cyberpunk, and Samsung.
SoftBank, a Japanese multinational conglomerate focused on investment management, is another major backer. Sandbox has the backing of one of the world's largest investment firms, as well as Slack and Uber.
Compatibility
Wallet compatibility is an important factor in comparing the two metaverse platforms. Decentraland currently has a competitive advantage. How? Both projects' marketplaces accept ERC-20 wallets. However, Decentraland has recently improved by bridging with Walletconnect. So it can let Polygon users join Decentraland.
Scalability
Because Sandbox and Decentraland use the Ethereum blockchain, scalability is an issue. Both platforms' scalability is constrained by volatile tokens and high gas fees. So, scalability issues can hinder large-scale adoption of both metaverse platforms.
Buying Land
Decentraland vs Sandbox comparisons often include virtual real estate. However, the ability to buy virtual land on both platforms defines the user experience and differentiates them. In this case, Sandbox offers better options for users to buy virtual land by combining OpenSea and Sandbox. In fact, Decentraland users can only buy from the MANA marketplace.
Innovation
The rate of development distinguishes Sandbox and Decentraland. Both platforms have been developing rapidly new features. However, Sandbox wins by adopting Polygon NFT layer 2 solutions, which consume almost 100 times less energy than Ethereum.
Collaborations
The platforms' collaborations are the key to determining "which is better Sandbox or Decentraland." Adoption of metaverse platforms like the two in question can be boosted by association with reputable brands. Among the partners are Atari, Cyberpunk, and Polygon. Rather, Sandbox has partnered with well-known brands like OpenSea, CryptoKitties, The Walking Dead, Snoop Dogg, and others.
Platform Adaptivity
Another key feature that distinguishes Sandbox and Decentraland is the ease of use. Sandbox clearly wins in terms of platform access. It allows easy access via social media, email, or a Metamask wallet. However, Decentraland requires a wallet connection.
Prospects
The future development plans also play a big role in defining Sandbox vs Decentraland. Sandbox's future development plans include bringing the platform to mobile devices. This includes consoles like PlayStation and Xbox. By the end of 2023, the platform expects to have around 5000 games.
Decentraland, on the other hand, has no set plan. In fact, the team defines the decisions that appear to have value. They plan to add celebrities, creators, and brands soon, along with NFT ads and drops.
Final Words
The comparison of Decentraland vs Sandbox provides a balanced view of both platforms. You can see how difficult it is to determine which decentralized metaverse is better now. Sandbox is still in Alpha, whereas Decentraland has a working proof of concept.
Sandbox, on the other hand, has better graphics and is backed by some big names. But both have a long way to go in the larger decentralized metaverse.
Sam Bourgi
3 years ago
DAOs are legal entities in Marshall Islands.
The Pacific island state recognizes decentralized autonomous organizations.
The Republic of the Marshall Islands has recognized decentralized autonomous organizations (DAOs) as legal entities, giving collectively owned and managed blockchain projects global recognition.
The Marshall Islands' amended the Non-Profit Entities Act 2021 that now recognizes DAOs, which are blockchain-based entities governed by self-organizing communities. Incorporating Admiralty LLC, the island country's first DAO, was made possible thanks to the amendement. MIDAO Directory Services Inc., a domestic organization established to assist DAOs in the Marshall Islands, assisted in the incorporation.
The new law currently allows any DAO to register and operate in the Marshall Islands.
“This is a unique moment to lead,” said Bobby Muller, former Marshall Islands chief secretary and co-founder of MIDAO. He believes DAOs will help create “more efficient and less hierarchical” organizations.
A global hub for DAOs, the Marshall Islands hopes to become a global hub for DAO registration, domicile, use cases, and mass adoption. He added:
"This includes low-cost incorporation, a supportive government with internationally recognized courts, and a technologically open environment."
According to the World Bank, the Marshall Islands is an independent island state in the Pacific Ocean near the Equator. To create a blockchain-based cryptocurrency that would be legal tender alongside the US dollar, the island state has been actively exploring use cases for digital assets since at least 2018.
In February 2018, the Marshall Islands approved the creation of a new cryptocurrency, Sovereign (SOV). As expected, the IMF has criticized the plan, citing concerns that a digital sovereign currency would jeopardize the state's financial stability. They have also criticized El Salvador, the first country to recognize Bitcoin (BTC) as legal tender.
Marshall Islands senator David Paul said the DAO legislation does not pose the same issues as a government-backed cryptocurrency. “A sovereign digital currency is financial and raises concerns about money laundering,” . This is more about giving DAOs legal recognition to make their case to regulators, investors, and consumers.
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Sonic Prime and indie games on Netflix
Netflix will stream Spiritfarer, Raji: An Ancient Epic, and Lucky Luna.
Netflix's Geeked Week brought a slew of announcements. The flurry of reveals for The Sandman, The Umbrella Academy season 3, One Piece, and more also included game and game-adjacent announcements.
Netflix released a teaser for Cuphead season 2 ahead of its August premiere, featuring more of Grey DeLisle's Ms. Chalice. DOTA: Dragon's Blood season 3 hits Netflix in August. Tekken, the fighting game that throws kids off cliffs, gets an anime, Tekken: Bloodline.
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Desta: The Memories Between is a turn-based strategy game set in dreams and memories.
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VIP Graphics
3 years ago
Leaked pitch deck for Metas' new influencer-focused live-streaming service
As part of Meta's endeavor to establish an interactive live-streaming platform, the company is testing with influencers.
The NPE (new product experimentation team) has been testing Super since late 2020.
Bloomberg defined Super as a Cameo-inspired FaceTime-like gadget in 2020. The tool has evolved into a Twitch-like live streaming application.
Less than 100 creators have utilized Super: Creators can request access on Meta's website. Super isn't an Instagram, Facebook, or Meta extension.
“It’s a standalone project,” the spokesperson said about Super. “Right now, it’s web only. They have been testing it very quietly for about two years. The end goal [of NPE projects] is ultimately creating the next standalone project that could be part of the Meta family of products.” The spokesperson said the outreach this week was part of a drive to get more creators to test Super.
A 2021 pitch deck from Super reveals the inner workings of Meta.
The deck gathered feedback on possible sponsorship models, with mockups of brand deals & features. Meta reportedly paid creators $200 to $3,000 to test Super for 30 minutes.
Meta's pitch deck for Super live streaming was leaked.
What were the slides in the pitch deck for Metas Super?
Embed not supported: see full deck & article here →
View examples of Meta's pitch deck for Super:
Product Slides, first
The pitch deck begins with Super's mission:
Super is a Facebook-incubated platform which helps content creators connect with their fans digitally, and for super fans to meet and support their favorite creators. In the spirit of Late Night talk shows, we feature creators (“Superstars”), who are guests at a live, hosted conversation moderated by a Host.
This slide (and most of the deck) is text-heavy, with few icons, bullets, and illustrations to break up the content. Super's online app status (which requires no download or installation) might be used as a callout (rather than paragraph-form).
Meta's Super platform focuses on brand sponsorships and native placements, as shown in the slide above.
One of our theses is the idea that creators should benefit monetarily from their Super experiences, and we believe that offering a menu of different monetization strategies will enable the right experience for each creator. Our current focus is exploring sponsorship opportunities for creators, to better understand what types of sponsor placements will facilitate the best experience for all Super customers (viewers, creators, and advertisers).
Colorful mockups help bring Metas vision for Super to life.
2. Slide Features
Super's pitch deck focuses on the platform's features. The deck covers pre-show, pre-roll, and post-event for a Sponsored Experience.
Pre-show: active 30 minutes before the show's start
Pre-roll: Play a 15-minute commercial for the sponsor before the event (auto-plays once)
Meet and Greet: This event can have a branding, such as Meet & Greet presented by [Snickers]
Super Selfies: Makers and followers get a digital souvenir to post on social media.
Post-Event: Possibility to draw viewers' attention to sponsored content/links during the after-show
Almost every screen displays the Sponsor logo, link, and/or branded background. Viewers can watch sponsor video while waiting for the event to start.
Slide 3: Business Model
Meta's presentation for Super is incomplete without numbers. Super's first slide outlines the creator, sponsor, and Super's obligations. Super does not charge creators any fees or commissions on sponsorship earnings.
How to make a great pitch deck
We hope you can use the Super pitch deck to improve your business. Bestpitchdeck.com/super-meta is a bookmarkable link.
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Jack Burns
3 years ago
Here's what to expect from NASA Artemis 1 and why it's significant.
NASA's Artemis 1 mission will help return people to the Moon after a half-century break. The mission is a shakedown cruise for NASA's Space Launch System and Orion Crew Capsule.
The spaceship will visit the Moon, deploy satellites, and enter orbit. NASA wants to practice operating the spacecraft, test the conditions people will face on the Moon, and ensure a safe return to Earth.
We asked Jack Burns, a space scientist at the University of Colorado Boulder and former member of NASA's Presidential Transition Team, to describe the mission, explain what the Artemis program promises for space exploration, and reflect on how the space program has changed in the half-century since humans last set foot on the moon.
What distinguishes Artemis 1 from other rockets?
Artemis 1 is the Space Launch System's first launch. NASA calls this a "heavy-lift" vehicle. It will be more powerful than Apollo's Saturn V, which transported people to the Moon in the 1960s and 1970s.
It's a new sort of rocket system with two strap-on solid rocket boosters from the space shuttle. It's a mix of the shuttle and Saturn V.
The Orion Crew Capsule will be tested extensively. It'll spend a month in the high-radiation Moon environment. It will also test the heat shield, which protects the capsule and its occupants at 25,000 mph. The heat shield must work well because this is the fastest capsule descent since Apollo.
This mission will also carry miniature Moon-orbiting satellites. These will undertake vital precursor science, including as examining further into permanently shadowed craters where scientists suspect there is water and measuring the radiation environment to see long-term human consequences.
Artemis 1 will launch, fly to the Moon, place satellites, orbit it, return to Earth, and splash down in the ocean. NASA.
What's Artemis's goal? What launches are next?
The mission is a first step toward Artemis 3, which will lead to the first human Moon missions since 1972. Artemis 1 is unmanned.
Artemis 2 will have astronauts a few years later. Like Apollo 8, it will be an orbital mission that circles the Moon and returns. The astronauts will orbit the Moon longer and test everything with a crew.
Eventually, Artemis 3 will meet with the SpaceX Starship on the Moon's surface and transfer people. Orion will stay in orbit while the lunar Starship lands astronauts. They'll go to the Moon's south pole to investigate the water ice there.
Artemis is reminiscent of Apollo. What's changed in 50 years?
Kennedy wanted to beat the Soviets to the Moon with Apollo. The administration didn't care much about space flight or the Moon, but the goal would place America first in space and technology.
You live and die by the sword if you do that. When the U.S. reached the Moon, it was over. Russia lost. We planted flags and did science experiments. Richard Nixon canceled the program after Apollo 11 because the political goals were attained.
Large rocket with two boosters between two gates
NASA's new Space Launch System is brought to a launchpad. NASA
50 years later... It's quite different. We're not trying to beat the Russians, Chinese, or anyone else, but to begin sustainable space exploration.
Artemis has many goals. It includes harnessing in-situ resources like water ice and lunar soil to make food, fuel, and building materials.
SpaceX is part of this first journey to the Moon's surface, therefore the initiative is also helping to develop a lunar and space economy. NASA doesn't own the Starship but is buying seats for astronauts. SpaceX will employ Starship to transport cargo, private astronauts, and foreign astronauts.
Fifty years of technology advancement has made getting to the Moon cheaper and more practical, and computer technology allows for more advanced tests. 50 years of technological progress have changed everything. Anyone with enough money can send a spacecraft to the Moon, but not humans.
Commercial Lunar Payload Services engages commercial companies to develop uncrewed Moon landers. We're sending a radio telescope to the Moon in January. Even 10 years ago, that was impossible.
Since humans last visited the Moon 50 years ago, technology has improved greatly.
What other changes does Artemis have in store?
The government says Artemis 3 will have at least one woman and likely a person of color.
I'm looking forward to seeing more diversity so young kids can say, "Hey, there's an astronaut that looks like me. I can do this. I can be part of the space program.”