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Nathan Reiff

Nathan Reiff

3 years ago

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:

  1. An investment of money
  2. n a common enterprise
  3. With the expectation of profit
  4. 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

Jayden Levitt

Jayden Levitt

3 years ago

The country of El Salvador's Bitcoin-obsessed president lost $61.6 million.

It’s only a loss if you sell, right?

Created by Author — Using Toonme

Nayib Bukele proclaimed himself “the world’s coolest dictator”.

His jokes aren't clear.

El Salvador's 43rd president self-proclaimed “CEO of El Salvador” couldn't be less presidential.

His thin jeans, aviator sunglasses, and baseball caps like a cartel lord.

He's popular, though.

Bukele won 53% of the vote by fighting violent crime and opposition party corruption.

El Salvador's 6.4 million inhabitants are riding the cryptocurrency volatility wave.

They were powerless.

Their autocratic leader, a former Yamaha Motors salesperson and Bitcoin believer, wants to help 70% unbanked locals.

He intended to give the citizens a way to save money and cut the country's $200 million remittance cost.

Transfer and deposit costs.

This makes logical sense when the president’s theatrics don’t blind you.

El Salvador's Bukele revealed plans to make bitcoin legal tender.

Remittances total $5.9 billion (23%) of the country's expenses.

Anything that reduces costs could boost the economy.

The country’s unbanked population is staggering. Here’s the data by % of people who either have a bank account (Blue) or a mobile money account (Black).

Source — statista.com

According to Bukele, 46% of the population has downloaded the Chivo Bitcoin Wallet.

In 2021, 36% of El Salvadorans had bank accounts.


Large rural countries like Kenya seem to have resolved their unbanked dilemma.

An economy surfaced where village locals would sell, trade and store network minutes and data as a store of value.

Kenyan phone networks realized unbanked people needed a safe way to accumulate wealth and have an emergency fund.

96% of Kenyans utilize M-PESA, which doesn't require a bank account.

The software involves human agents who hang out with cash and a phone.

These people are like ATMs.

You offer them cash to deposit money in your mobile money account or withdraw cash.

In a country with a faulty banking system, cash availability and a safe place to deposit it are important.

William Jack and Tavneet Suri found that M-PESA brought 194,000 Kenyan households out of poverty by making transactions cheaper and creating a safe store of value.

2016 Science paper

Mobile money, a service that allows monetary value to be stored on a mobile phone and sent to other users via text messages, has been adopted by most Kenyan households. We estimate that access to the Kenyan mobile money system M-PESA increased per capita consumption levels and lifted 194,000 households, or 2% of Kenyan households, out of poverty.

The impacts, which are more pronounced for female-headed households, appear to be driven by changes in financial behaviour — in particular, increased financial resilience and saving. Mobile money has therefore increased the efficiency of the allocation of consumption over time while allowing a more efficient allocation of labour, resulting in a meaningful reduction of poverty in Kenya.


Currently, El Salvador has 2,301 Bitcoin.

At publication, it's worth $44 million. That remains 41% of Bukele's original $105.6 million.

Unknown if the country has sold Bitcoin, but Bukeles keeps purchasing the dip.

It's still falling.

Source — Nayib Bukele — Twitter

This might be a fantastic move for the impoverished country over the next five years, if they can live economically till Bitcoin's price recovers.

The evidence demonstrates that a store of value pulls individuals out of poverty, but others say Bitcoin is premature.

You may regard it as an aggressive endeavor to front run the next wave of adoption, offering El Salvador a financial upside.

CoinTelegraph

CoinTelegraph

3 years ago

2 NFT-based blockchain games that could soar in 2022

NFTs look ready to rule 2022, and the recent pivot toward NFT utility in P2E gaming could make blockchain gaming this year’s sector darling.

After the popularity of decentralized finance (DeFi) came the rise of nonfungible tokens (NFTs), and to the surprise of many, NFTs took the spotlight and now remain front and center with the highest volume in sales occurring at the start of January 2022.
While 2021 became the year of NFTs, GameFi applications did surpass DeFi in terms of user popularity. According to data from DappRadar, Bloomberg gathered:

Nearly 50% of active cryptocurrency wallets connected to decentralized applications in November were for playing games. The percentage of wallets linked to decentralized finance, or DeFi, dapps fell to 45% during the same period, after months of being the leading dapp use case.

Blockchain play-to-earn (P2E) game Axie infinity skyrocketed and kicked off a gaming craze that is expected to continue all throughout 2022. Crypto pundits and gaming advocates have high expectations for P2E blockchain-based games and there’s bound to be a few sleeping giants that will dominate the sector.

Let’s take a look at five blockchain games that could make waves in 2022.

DeFi Kingdoms

The inspiration for DeFi Kingdoms came from simple beginnings — a passion for investing that lured the developers to blockchain technology. DeFi Kingdoms was born as a visualization of liquidity pool investing where in-game ‘gardens’ represent literal and figurative token pairings and liquidity pool mining.

As shown in the game, investors have a portion of their LP share within a plot filled with blooming plants. By attaching the concept of growth to DeFi protocols within a play-and-earn model, DeFi Kingdoms puts a twist on “playing” a game.

Built on the Harmony Network, DeFi Kingdoms became the first project on the network to ever top the DappRadar charts. This could be attributed to an influx of individuals interested in both DeFi and blockchain games or it could be attributed to its recent in-game utility token JEWEL surging.

JEWEL is a utility token that allows users to purchase NFTs in-game buffs to increase a base-level stat. It is also used for liquidity mining to grant users the opportunity to make more JEWEL through staking.

JEWEL is also a governance token that gives holders a vote in the growth and evolution of the project. In the past four months, the token price surged from $1.23 to an all-time high of $22.52. At the time of writing, JEWEL is down by nearly 16%, trading at $19.51.

Surging approximately 1,487% from its humble start of $1.23 four months ago in September, JEWEL token price has increased roughly 165% this last month alone, according to data from CoinGecko.

Guild of Guardians

Guild of Guardians is one of the more anticipated blockchain games in 2022 and it is built on ImmutableX, the first layer-two solution built on Ethereum that focuses on NFTs. Aiming to provide more access, it will operate as a free-to-play mobile role-playing game, modeling the P2E mechanics.

Similar to blockchain games like Axie Infinity, Guild of Guardians in-game assets can be exchanged. The project seems to be of interest to many gamers and investors with its NFT founder sale and token launch generating nearly $10 million in volume.

Launching its in-game token in October of 2021, the Guild of Guardians (GOG) tokens are ERC-20 tokens known as ‘gems’ inside the game. Gems are what power key features in the game such as minting in-game NFTs and interacting with the marketplace, and are available to earn while playing.

For the last month, the Guild of Guardians token has performed rather steadily after spiking to its all-time high of $2.81 after its launch. Despite the token being down over 50% from its all-time high, at the time of writing, some members of the community are looking forward to the possibility of staking and liquidity pools, which are features that tend to help stabilize token prices.

Faisal Khan

Faisal Khan

2 years ago

4 typical methods of crypto market manipulation

Credit: Getty Images/Cemile Bingol

Market fraud

Due to its decentralized and fragmented character, the crypto market has integrity difficulties.

Cryptocurrencies are an immature sector, therefore market manipulation becomes a bigger issue. Many research have attempted to uncover these abuses. CryptoCompare's newest one highlights some of the industry's most typical scams.

Why are these concerns so common in the crypto market? First, even the largest centralized exchanges remain unregulated due to industry immaturity. A low-liquidity market segment makes an attack more harmful. Finally, market surveillance solutions not implemented reduce transparency.

In CryptoCompare's latest exchange benchmark, 62.4% of assessed exchanges had a market surveillance system, although only 18.1% utilised an external solution. To address market integrity, this measure must improve dramatically. Before discussing the report's malpractices, note that this is not a full list of attacks and hacks.

Clean Trading

An investor buys and sells concurrently to increase the asset's price. Centralized and decentralized exchanges show this misconduct. 23 exchanges have a volume-volatility correlation < 0.1 during the previous 100 days, according to CryptoCompares. In August 2022, Exchange A reported $2.5 trillion in artificial and/or erroneous volume, up from $33.8 billion the month before.

Spoofing

Criminals create and cancel fake orders before they can be filled. Since manipulators can hide in larger trading volumes, larger exchanges have more spoofing. A trader placed a 20.8 BTC ask order at $19,036 when BTC was trading at $19,043. BTC declined 0.13% to $19,018 in a minute. At 18:48, the trader canceled the ask order without filling it.

Front-Running

Most cryptocurrency front-running involves inside trading. Traditional stock markets forbid this. Since most digital asset information is public, this is harder. Retailers could utilize bots to front-run.

CryptoCompare found digital wallets of people who traded like insiders on exchange listings. The figure below shows excess cumulative anomalous returns (CAR) before a coin listing on an exchange.

Finally, LAYERING is a sequence of spoofs in which successive orders are put along a ladder of greater (layering offers) or lower (layering bids) values. The paper concludes with recommendations to mitigate market manipulation. Exchange data transparency, market surveillance, and regulatory oversight could reduce manipulative tactics.

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Sammy Abdullah

Sammy Abdullah

3 years ago

SaaS payback period data

It's ok and even desired to be unprofitable if you're gaining revenue at a reasonable cost and have 100%+ net dollar retention, meaning you never lose customers and expand them. To estimate the acceptable cost of new SaaS revenue, we compare new revenue to operating loss and payback period. If you pay back the customer acquisition cost in 1.5 years and never lose them (100%+ NDR), you're doing well.

To evaluate payback period, we compared new revenue to net operating loss for the last 73 SaaS companies to IPO since October 2017. (55 out of 73). Here's the data. 1/(new revenue/operating loss) equals payback period. New revenue/operating loss equals cost of new revenue.

Payback averages a year. 55 SaaS companies that weren't profitable at IPO got a 1-year payback. Outstanding. If you pay for a customer in a year and never lose them (100%+ NDR), you're establishing a valuable business. The average was 1.3 years, which is within the 1.5-year range.

New revenue costs $0.96 on average. These SaaS companies lost $0.96 every $1 of new revenue last year. Again, impressive. Average new revenue per operating loss was $1.59.

Loss-in-operations definition. Operating loss revenue COGS S&M R&D G&A (technical point: be sure to use the absolute value of operating loss). It's wrong to only consider S&M costs and ignore other business costs. Operating loss and new revenue are measured over one year to eliminate seasonality.

Operating losses are desirable if you never lose a customer and have a quick payback period, especially when SaaS enterprises are valued on ARR. The payback period should be under 1.5 years, the cost of new income < $1, and net dollar retention 100%.

Stephen Moore

Stephen Moore

3 years ago

Trading Volume on OpenSea Drops by 99% as the NFT Boom Comes to an End

Wasn't that a get-rich-quick scheme?

Bored Ape, edited by author

OpenSea processed $2.7 billion in NFT transactions in May 2021.

Fueled by a crypto bull run, rumors of unfathomable riches, and FOMO, Bored Apes, Crypto Punks, and other JPEG-format trash projects flew off the virtual shelves, snatched up by retail investors and celebrities alike.

Over a year later, those shelves are overflowing and warehouses are backlogged. Since March, I've been writing less. In May and June, the bubble was close to bursting.

Apparently, the boom has finally peaked.

This bubble has punctured, and deflation has begun. On Aug. 28, OpenSea processed $9.34 million.

From that euphoric high of $2.7 billion, $9.34 million represents a spectacular decline of 99%.

OpenSea contradicts the data. A trading platform spokeswoman stated the comparison is unfair because it compares the site's highest and lowest trading days. They're the perfect two data points to assess the drop. OpenSea chooses to use ETH volume measures, which ignore crypto's shifting price. Since January 2022, monthly ETH volume has dropped 140%, according to Dune.

Unconvincing counterargument.

Further OpenSea indicators point to declining NFT demand:

  • Since January 2022, daily user visits have decreased by 50%.

  • Daily transactions have decreased by 50% since the beginning of the year in the same manner.

Off-platform, the floor price of Bored Apes has dropped from 145 ETH to 77 ETH. (At $4,800, a reduction from $700,000 to $370,000). Google search data shows waning popular interest.

Data: Google Trends

It is a trend that will soon vanish, just like laser eyes.

NFTs haven't moved since the new year. Eminem and Snoop Dogg can utilize their apes in music videos or as 3D visuals to perform at the VMAs, but the reality is that NFTs have lost their public appeal and the market is trying to regain its footing.

They've lost popularity because?

Breaking records. The technology still lacks genuine use cases a year and a half after being popular.

They're pricey prestige symbols that have made a few people rich through cunning timing or less-than-savory scams or rug pulling. Over $10.5 billion has been taken through frauds, most of which are NFT enterprises promising to be the next Bored Apes, according to Web3 is going wonderfully. As the market falls, many ordinary investors realize they purchased into a self-fulfilling ecosystem that's halted. Many NFTs are sold between owner-held accounts to boost their price, data suggests. Most projects rely on social media excitement to debut with a high price before the first owners sell and chuckle to the bank. When they don't, the initiative fails, leaving investors high and dry.

NFTs are fading like laser eyes. Most people pushing the technology don't believe in it or the future it may bring. No, they just need a Kool-Aid-drunk buyer.

Everybody wins. When your JPEGs are worth 99% less than when you bought them, you've lost.

When demand reaches zero, many will lose.

M.G. Siegler

M.G. Siegler

3 years ago

G3nerative

Generative AI hype: some thoughts

The sudden surge in "generative AI" startups and projects feels like the inverse of the recent "web3" boom. Both came from hyped-up pots. But while web3 hyped idealistic tech and an easy way to make money, generative AI hypes unsettling tech and questions whether it can be used to make money.

Web3 is technology looking for problems to solve, while generative AI is technology creating almost too many solutions. Web3 has been evangelists trying to solve old problems with new technology. As Generative AI evolves, users are resolving old problems in stunning new ways.

It's a jab at web3, but it's true. Web3's hype, including crypto, was unhealthy. Always expected a tech crash and shakeout. Tech that won't look like "web3" but will enhance "web2"

But that doesn't mean AI hype is healthy. There'll be plenty of bullshit here, too. As moths to a flame, hype attracts charlatans. Again, the difference is the different starting point. People want to use it. Try it.

With the beta launch of Dall-E 2 earlier this year, a new class of consumer product took off. Midjourney followed suit (despite having to jump through the Discord server hoops). Twelve more generative art projects. Lensa, Prisma Labs' generative AI self-portrait project, may have topped the hype (a startup which has actually been going after this general space for quite a while). This week, ChatGPT went off-topic.

This has a "fake-it-till-you-make-it" vibe. We give these projects too much credit because they create easy illusions. This also unlocks new forms of creativity. And faith in new possibilities.

As a user, it's thrilling. We're just getting started. These projects are not only fun to play with, but each week brings a new breakthrough. As an investor, it's all happening so fast, with so much hype (and ethical and societal questions), that no one knows how it will turn out. Web3's demand won't be the issue. Too much demand may cause servers to melt down, sending costs soaring. Companies will try to mix rapidly evolving tech to meet user demand and create businesses. Frustratingly difficult.

Anyway, I wanted an excuse to post some Lensa selfies.

These are really weird. I recognize them as me or a version of me, but I have no memory of them being taken. It's surreal, out-of-body. Uncanny Valley.