# DeaMau5’s PIXELYNX and Beatport Launch Festival NFTs
Pixelynx, a music metaverse gaming platform, has teamed up with Beatport, an online music retailer focusing in electronic music, to establish a Synth Heads non-fungible token (NFT) Collection.
Richie Hawtin, aka Deadmau5, and Joel Zimmerman, nicknamed Pixelynx, have invented a new music metaverse game platform called Pixelynx. In January 2022, they released their first Beatport NFT drop, which saw 3,030 generative NFTs sell out in seconds.
The limited edition Synth Heads NFTs will be released in collaboration with Junction 2, the largest UK techno festival, and having one will grant fans special access tickets and experiences at the London-based festival.
Membership in the Synth Head community, day passes to the Junction 2 Festival 2022, Junction 2 and Beatport apparel, special vinyl releases, and continued access to future ticket drops are just a few of the experiences available.
Five lucky NFT holders will also receive a Golden Ticket, which includes access to a backstage artist bar and tickets to Junction 2's next large-scale London event this summer, in addition to full festival entrance for both days.
The Junction 2 festival will take place at Trent Park in London on June 18th and 19th, and will feature performances from Four Tet, Dixon, Amelie Lens, Robert Hood, and a slew of other artists. Holders of the original Synth Head NFT will be granted admission to the festival's guestlist as well as line-jumping privileges.
The new Synth Heads NFTs collection contain 300 NFTs.
NFTs that provide IRL utility are in high demand.
The benefits of NFT drops related to In Real Life (IRL) utility aren't limited to Beatport and Pixelynx.
Coachella, a well-known music event, recently partnered with cryptocurrency exchange FTX to offer free NFTs to 2022 pass holders. Access to a dedicated entry lane, a meal and beverage pass, and limited-edition merchandise were all included with the NFTs.
Coachella also has its own NFT store on the Solana blockchain, where fans can buy Coachella NFTs and digital treasures that unlock exclusive on-site experiences, physical objects, lifetime festival passes, and "future adventures."
Individual artists and performers have begun taking advantage of NFT technology outside of large music festivals like Coachella.
DJ Tisto has revealed that he would release a VIP NFT for his upcoming "Eagle" collection during the EDC festival in Las Vegas in 2022. This NFT, dubbed "All Access Eagle," gives collectors the best chance to get NFTs from his first drop, as well as unique access to the music "Repeat It."
NFTs are one-of-a-kind digital assets that can be verified, purchased, sold, and traded on blockchains, opening up new possibilities for artists and businesses alike. Time will tell whether Beatport and Pixelynx's Synth Head NFT collection will be successful, but if it's anything like the first release, it's a safe bet.
More on NFTs & Art
Sea Launch
3 years ago
A guide to NFT pre-sales and whitelists
Before we dig through NFT whitelists and pre-sales, if you know absolutely nothing about NFTs, check our NFT Glossary.
What are pre-sales and whitelists on NFTs?
An NFT pre-sale, as the name implies, allows community members or early supporters of an NFT project to mint before the public, usually via a whitelist or mint pass.
Coin collectors can use mint passes to claim NFTs during the public sale. Because the mint pass is executed by “burning” an NFT into a specific crypto wallet, the collector is not concerned about gas price spikes.
A whitelist is used to approve a crypto wallet address for an NFT pre-sale. In a similar way to an early access list, it guarantees a certain number of crypto wallets can mint one (or more) NFT.
New NFT projects can do a pre-sale without a whitelist, but whitelists are good practice to avoid gas wars and a fair shot at minting an NFT before launching in competitive NFT marketplaces like Opensea, Magic Eden, or CNFT.
Should NFT projects do pre-sales or whitelists? 👇
The reasons to do pre-sales or a whitelist for NFT creators:
Time the market and gain traction.
Pre-sale or whitelists can help NFT projects gauge interest early on.
Whitelist spots filling up quickly is usually a sign of a successful launch, though it does not guarantee NFT longevity (more on that later). Also, full whitelists create FOMO and momentum for the public sale among non-whitelisted NFT collectors.
If whitelist signups are low or slow, projects may need to work on their vision, community, or product. Or the market is in a bear cycle. In either case, it aids NFT projects in market timing.
Reward the early NFT Community members.
Pre-sale and whitelists can help NFT creators reward early supporters.
First, by splitting the minting process into two phases, early adopters get a chance to mint one or more NFTs from their collection at a discounted or even free price.
Did you know that BAYC started at 0.08 eth each? A serum that allowed you to mint a Mutant Ape has become as valuable as the original BAYC.
(2) Whitelists encourage early supporters to help build a project's community in exchange for a slot or status. If you invite 10 people to the NFT Discord community, you get a better ranking or even a whitelist spot.
Pre-sale and whitelisting have become popular ways for new projects to grow their communities and secure future buyers.
Prevent gas wars.
Most new NFTs are created on the Ethereum blockchain, which has the highest transaction fees (also known as gas) (Solana, Cardano, Polygon, Binance Smart Chain, etc).
An NFT public sale is a gas war when a large number of NFT collectors (or bots) try to mint an NFT at the same time.
Competing collectors are willing to pay higher gas fees to prioritize their transaction and out-price others when upcoming NFT projects are hyped and very popular.
Pre-sales and whitelisting prevent gas wars by breaking the minting process into smaller batches of members or season launches.
The reasons to do pre-sales or a whitelists for NFT collectors:
How do I get on an NFT whitelist?
- Popular NFT collections act as a launchpad for other new or hyped NFT collections.
Example: Interfaces NFTs gives out 100 whitelist spots to Deadfellaz NFTs holders. Both NFT projects win. Interfaces benefit from Deadfellaz's success and brand equity.
In this case, to get whitelisted NFT collectors need to hold that specific NFT that is acting like a launchpad.
- A NFT studio or collection that launches a new NFT project and rewards previous NFT holders with whitelist spots or pre-sale access.
The whitelist requires previous NFT holders or community members.
NFT Alpha Groups are closed, small, tight-knit Discord servers where members share whitelist spots or giveaways from upcoming NFTs.
The benefit of being in an alpha group is getting information about new NFTs first and getting in on pre-sale/whitelist before everyone else.
There are some entry barriers to alpha groups, but if you're active in the NFT community, you'll eventually bump into, be invited to, or form one.
- A whitelist spot is awarded to members of an NFT community who are the most active and engaged.
This participation reward is the most democratic. To get a chance, collectors must work hard and play to their strengths.
Whitelisting participation examples:
- Raffle, games and contest: NFT Community raffles, games, and contests. To get a whitelist spot, invite 10 people to X NFT Discord community.
- Fan art: To reward those who add value and grow the community by whitelisting the best fan art and/or artists is only natural.
- Giveaways: Lucky number crypto wallet giveaways promoted by an NFT community. To grow their communities and for lucky collectors, NFT projects often offer free NFT.
- Activate your voice in the NFT Discord Community. Use voice channels to get NFT teams' attention and possibly get whitelisted.
The advantage of whitelists or NFT pre-sales.
Chainalysis's NFT stats quote is the best answer:
“Whitelisting isn’t just some nominal reward — it translates to dramatically better investing results. OpenSea data shows that users who make the whitelist and later sell their newly-minted NFT gain a profit 75.7% of the time, versus just 20.8% for users who do so without being whitelisted. Not only that, but the data suggests it’s nearly impossible to achieve outsized returns on minting purchases without being whitelisted.” Full report here.
Sure, it's not all about cash. However, any NFT collector should feel secure in their investment by owning a piece of a valuable and thriving NFT project. These stats help collectors understand that getting in early on an NFT project (via whitelist or pre-sale) will yield a better and larger return.
The downsides of pre-sales & whitelists for NFT creators.
Pre-sales and whitelist can cause issues for NFT creators and collectors.
NFT flippers
NFT collectors who only want to profit from early minting (pre-sale) or low mint cost (via whitelist). To sell the NFT in a secondary market like Opensea or Solanart, flippers go after the discounted price.
For example, a 1000 Solana NFT collection allows 100 people to mint 1 Solana NFT at 0.25 SOL. The public sale price for the remaining 900 NFTs is 1 SOL. If an NFT collector sells their discounted NFT for 0.5 SOL, the secondary market floor price is below the public mint.
This may deter potential NFT collectors. Furthermore, without a cap in the pre-sale minting phase, flippers can get as many NFTs as possible to sell for a profit, dumping them in secondary markets and driving down the floor price.
Hijacking NFT sites, communities, and pre-sales phase
People try to scam the NFT team and their community by creating oddly similar but fake websites, whitelist links, or NFT's Discord channel.
Established and new NFT projects must be vigilant to always make sure their communities know which are the official links, how a whitelist or pre-sale rules and how the team will contact (or not) community members.
Another way to avoid the scams around the pre-sale phase, NFT projects opt to create a separate mint contract for the whitelisted crypto wallets and then another for the public sale phase.
Scam NFT projects
We've seen a lot of mid-mint or post-launch rug pulls, indicating that some bad NFT projects are trying to scam NFT communities and marketplaces for quick profit. What happened to Magic Eden's launchpad recently will help you understand the scam.
We discussed the benefits and drawbacks of NFT pre-sales and whitelists for both projects and collectors.
Finally, some practical tools and tips for finding new NFTs 👇
Tools & resources to find new NFT on pre-sale or to get on a whitelist:
In order to never miss an update, important pre-sale dates, or a giveaway, create a Tweetdeck or Tweeten Twitter dashboard with hyped NFT project pages, hashtags ( #NFTGiveaways , #NFTCommunity), or big NFT influencers.
Search for upcoming NFT launches that have been vetted by the marketplace and try to get whitelisted before the public launch.
Save-timing discovery platforms like sealaunch.xyz for NFT pre-sales and upcoming launches. How can we help 100x NFT collectors get projects? A project's official social media links, description, pre-sale or public sale dates, price and supply. We're also working with Dune on NFT data analysis to help NFT collectors make better decisions.
Don't invest what you can't afford to lose because a) the project may fail or become rugged. Find NFTs projects that you want to be a part of and support.
Read original post here
Web3Lunch
3 years ago
An employee of OpenSea might get a 40-year prison sentence for insider trading using NFTs.
The space had better days. Those greenish spikes...oh wow, haven't felt that in ages. Cryptocurrencies and NFTs have lost popularity. Google agrees. Both are declining.
As seen below, crypto interest spiked in May because of the Luna fall. NFT interest is similar to early October last year.
This makes me think NFTs are mostly hype and FOMO. No art or community. I've seen enough initiatives to know that communities stick around if they're profitable. Once it starts falling, they move on to the next project. The space has no long-term investments. Flip everything.
OpenSea trading volume has stayed steady for months. May's volume is 1.8 million ETH ($3.3 billion).
Despite this, I think NFTs and crypto will stick around. In bad markets, builders gain most.
Only 4k developers are active on Ethereum blockchain. It's low. A great chance for the space enthusiasts.
An employee of OpenSea might get a 40-year prison sentence for insider trading using NFTs.
Nathaniel Chastian, an OpenSea employee, traded on insider knowledge. He'll serve 40 years for that.
Here's what happened if you're unfamiliar.
OpenSea is a secondary NFT marketplace. Their homepage featured remarkable drops. Whatever gets featured there, NFT prices will rise 5x.
Chastian was at OpenSea. He chose forthcoming NFTs for OpenSeas' webpage.
Using anonymous digital currency wallets and OpenSea accounts, he would buy NFTs before promoting them on the homepage, showcase them, and then sell them for at least 25 times the price he paid.
From June through September 2021, this happened. Later caught, fired. He's charged with wire fraud and money laundering, each carrying a 20-year maximum penalty.
Although web3 space is all about decentralization, a step like this is welcomed since it restores faith in the area. We hope to see more similar examples soon.
Here's the press release.
Understanding smart contracts
@cantino.eth has a Twitter thread on smart contracts. Must-read. Also, he appears educated about the space, so follow him.
nft now
3 years ago
A Guide to VeeFriends and Series 2
VeeFriends is one of the most popular and unique NFT collections. VeeFriends launched around the same time as other PFP NFTs like Bored Ape Yacht Club.
Vaynerchuk (GaryVee) took a unique approach to his large-scale project, which has influenced the NFT ecosystem. GaryVee's VeeFriends is one of the most successful NFT membership use-cases, allowing him to build a community around his creative and business passions.
What is VeeFriends?
GaryVee's NFT collection, VeeFriends, was released on May 11, 2021. VeeFriends [Mini Drops], Book Games, and a forthcoming large-scale "Series 2" collection all stem from the initial drop of 10,255 tokens.
In "Series 1," there are G.O.O. tokens (Gary Originally Owned). GaryVee reserved 1,242 NFTs (over 12% of the supply) for his own collection, so only 9,013 were available at the Series 1 launch.
Each Series 1 token represents one of 268 human traits hand-drawn by Vaynerchuk. Gary Vee's NFTs offer owners incentives.
Who made VeeFriends?
Gary Vaynerchuk, AKA GaryVee, is influential in NFT. Vaynerchuk is the chairman of New York-based communications company VaynerX. Gary Vee, CEO of VaynerMedia, VaynerSports, and bestselling author, is worth $200 million.
GaryVee went from NFT collector to creator, launching VaynerNFT to help celebrities and brands.
Vaynerchuk's influence spans the NFT ecosystem as one of its most prolific voices. He's one of the most influential NFT figures, and his VeeFriends ecosystem keeps growing.
Vaynerchuk, a trend expert, thinks NFTs will be around for the rest of his life and VeeFriends will be a landmark project.
Why use VeeFriends NFTs?
The first VeeFriends collection has sold nearly $160 million via OpenSea. GaryVee insisted that the first 10,255 VeeFriends were just the beginning.
Book Games were announced to the VeeFriends community in August 2021. Mini Drops joined VeeFriends two months later.
Book Games
GaryVee's book "Twelve and a Half: Leveraging the Emotional Ingredients for Business Success" inspired Book Games. Even prior to the announcement Vaynerchuk had mapped out the utility of the book on an NFT scale. Book Games tied his book to the VeeFriends ecosystem and solidified its place in the collection.
GaryVee says Book Games is a layer 2 NFT project with 125,000 burnable tokens. Vaynerchuk's NFT fans were incentivized to buy as many copies of his new book as possible to receive NFT rewards later.
First, a bit about “layer 2.”
Layer 2 blockchain solutions help scale applications by routing transactions away from Ethereum Mainnet (layer 1). These solutions benefit from Mainnet's decentralized security model but increase transaction speed and reduce gas fees.
Polygon (integrated into OpenSea) and Immutable X are popular Ethereum layer 2 solutions. GaryVee chose Immutable X to reduce gas costs (transaction fees). Given the large supply of Book Games tokens, this decision will likely benefit the VeeFriends community, especially if the games run forever.
What's the strategy?
The VeeFriends patriarch announced on Aug. 27, 2021, that for every 12 books ordered during the Book Games promotion, customers would receive one NFT via airdrop. After nearly 100 days, GV sold over a million copies and announced that Book Games would go gamified on Jan. 10, 2022.
Immutable X's trading options make Book Games a "game." Book Games players can trade NFTs for other NFTs, sports cards, VeeCon tickets, and other prizes. Book Games can also whitelist other VeeFirends projects, which we'll cover in Series 2.
VeeFriends Mini Drops
GaryVee launched VeeFriends Mini Drops two months after Book Games, focusing on collaboration, scarcity, and the characters' "cultural longevity."
Spooky Vees, a collection of 31 1/1 Halloween-themed VeeFriends, was released on Halloween. First-come, first-served VeeFriend owners could claim these NFTs.
Mini Drops includes Gift Goat NFTs. By holding the Gift Goat VeeFriends character, collectors will receive 18 exclusive gifts curated by GaryVee and the team. Each gifting experience includes one physical gift and one NFT out of 555, to match the 555 Gift Goat tokens.
Gift Goat holders have gotten NFTs from Danny Cole (Creature World), Isaac "Drift" Wright (Where My Vans Go), Pop Wonder, and more.
GaryVee is poised to release the largest expansion of the VeeFriends and VaynerNFT ecosystem to date with VeeFriends Series 2.
VeeCon 101
By owning VeeFriends NFTs, collectors can join the VeeFriends community and attend VeeCon in 2022. The conference is only open to VeeCon NFT ticket holders (VeeFreinds + possibly more TBA) and will feature Beeple, Steve Aoki, and even Snoop Dogg.
The VeeFreinds floor in 2022 Q1 has remained at 16 ETH ($52,000), making VeeCon unattainable for most NFT enthusiasts. Why would someone spend that much crypto on a Minneapolis "superconference" ticket? Because of Gary Vaynerchuk.
Everything to know about VeeFriends Series 2
Vaynerchuk revealed in April 2022 that the VeeFriends ecosystem will grow by 55,555 NFTs after months of teasing.
With VeeFriends Series 2, each token will cost $995 USD in ETH, allowing NFT enthusiasts to join at a lower cost. The new series will be released on multiple dates in April.
Book Games NFT holders on the Friends List (whitelist) can mint Series 2 NFTs on April 12. Book Games holders have 32,000 NFTs.
VeeFriends Series 1 NFT holders can claim Series 2 NFTs on April 12. This allotment's supply is 10,255, like Series 1's.
On April 25, the public can buy 10,000 Series 2 NFTs. Unminted Friends List NFTs will be sold on this date, so this number may change.
The VeeFriends ecosystem will add 15 new characters (220 tokens each) on April 27. One character will be released per day for 15 days, and the only way to get one is to enter a daily raffle with Book Games tokens.
Series 2 NFTs won't give owners VeeCon access, but they will offer other benefits within the VaynerNFT ecosystem. Book Games and Series 2 will get new token burn mechanics in the upcoming drop.
Visit the VeeFriends blog for the latest collection info.
Where can you buy Gary Vee’s NFTs?
Need a VeeFriend NFT? Gary Vee recommends doing "50 hours of homework" before buying. OpenSea sells VeeFriends NFTs.
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Onchain Wizard
3 years ago
Three Arrows Capital & Celsius Updates
I read 1k+ page 3AC liquidation documentation so you don't have to. Also sharing revised Celsius recovery plans.
3AC's liquidation documents:
Someone disclosed 3AC liquidation records in the BVI courts recently. I'll discuss the leak's timeline and other highlights.
Three Arrows Capital began trading traditional currencies in emerging markets in 2012. They switched to equities and crypto, then purely crypto in 2018.
By 2020, the firm had $703mm in net assets and $1.8bn in loans (these guys really like debt).
The firm's net assets under control reached $3bn in April 2022, according to the filings. 3AC had $600mm of LUNA/UST exposure before May 9th 2022, which put them over.
LUNA and UST go to zero quickly (I wrote about the mechanics of the blowup here). Kyle Davies, 3AC co-founder, told Blockchain.com on May 13 that they have $2.4bn in assets and $2.3bn NAV vs. $2bn in borrowings. As BTC and ETH plunged 33% and 50%, the company became insolvent by mid-2022.
3AC sent $32mm to Tai Ping Shen, a Cayman Islands business owned by Su Zhu and Davies' partner, Kelly Kaili Chen (who knows what is going on here).
3AC had borrowed over $3.5bn in notional principle, with Genesis ($2.4bn) and Voyager ($650mm) having the most exposure.
Genesis demanded $355mm in further collateral in June.
Deribit (another 3AC investment) called for $80 million in mid-June.
Even in mid-June, the corporation was trying to borrow more money to stay afloat. They approached Genesis for another $125mm loan (to pay another lender) and HODLnauts for BTC & ETH loans.
Pretty crazy. 3AC founders used borrowed money to buy a $50 million boat, according to the leak.
Su requesting for $5m + Chen Kaili Kelly asserting they loaned $65m unsecured to 3AC are identified as creditors.
Celsius:
This bankruptcy presentation shows the Celsius breakdown from March to July 14, 2022. From $22bn to $4bn, crypto assets plummeted from $14.6bn to $1.8bn (ouch). $16.5bn in user liabilities dropped to $4.72bn.
In my recent post, I examined if "forced selling" is over, with Celsius' crypto assets being a major overhang. In this presentation, it looks that Chapter 11 will provide clients the opportunity to accept cash at a discount or remain long crypto. Provided that a fresh source of money is unlikely to enter the Celsius situation, cash at a discount or crypto given to customers will likely remain a near-term market risk - cash at a discount will likely come from selling crypto assets, while customers who receive crypto could sell at any time. I'll share any Celsius updates I find.
Conclusion
Only Celsius and the Mt Gox BTC unlock remain as forced selling catalysts. While everything went through a "relief" pump, with ETH up 75% from the bottom and numerous alts multiples higher, there are still macro dangers to equities + risk assets. There's a lot of wealth waiting to be deployed in crypto ($153bn in stables), but fund managers are risk apprehensive (lower than 2008 levels).
We're hopefully over crypto's "bottom," with peak anxiety and forced selling behind us, but we may chop around.
To see the full article, click here.
CyberPunkMetalHead
3 years ago
It's all about the ego with Terra 2.0.
UST depegs and LUNA crashes 99.999% in a fraction of the time it takes the Moon to orbit the Earth.
Fat Man, a Terra whistle-blower, promises to expose Do Kwon's dirty secrets and shady deals.
The Terra community has voted to relaunch Terra LUNA on a new blockchain. The Terra 2.0 Pheonix-1 blockchain went live on May 28, 2022, and people were airdropped the new LUNA, now called LUNA, while the old LUNA became LUNA Classic.
Does LUNA deserve another chance? To answer this, or at least start a conversation about the Terra 2.0 chain's advantages and limitations, we must assess its fundamentals, ideology, and long-term vision.
Whatever the result, our analysis must be thorough and ruthless. A failure of this magnitude cannot happen again, so we must magnify every potential breaking point by 10.
Will UST and LUNA holders be compensated in full?
The obvious. First, and arguably most important, is to restore previous UST and LUNA holders' bags.
Terra 2.0 has 1,000,000,000,000 tokens to distribute.
25% of a community pool
Holders of pre-attack LUNA: 35%
10% of aUST holders prior to attack
Holders of LUNA after an attack: 10%
UST holders as of the attack: 20%
Every LUNA and UST holder has been compensated according to the above proposal.
According to self-reported data, the new chain has 210.000.000 tokens and a $1.3bn marketcap. LUNC and UST alone lost $40bn. The new token must fill this gap. Since launch:
LUNA holders collectively own $1b worth of LUNA if we subtract the 25% community pool airdrop from the current market cap and assume airdropped LUNA was never sold.
At the current supply, the chain must grow 40 times to compensate holders. At the current supply, LUNA must reach $240.
LUNA needs a full-on Bull Market to make LUNC and UST holders whole.
Who knows if you'll be whole? From the time you bought to the amount and price, there are too many variables to determine if Terra can cover individual losses.
The above distribution doesn't consider individual cases. Terra didn't solve individual cases. It would have been huge.
What does LUNA offer in terms of value?
UST's marketcap peaked at $18bn, while LUNC's was $41bn. LUNC and UST drove the Terra chain's value.
After it was confirmed (again) that algorithmic stablecoins are bad, Terra 2.0 will no longer support them.
Algorithmic stablecoins contributed greatly to Terra's growth and value proposition. Terra 2.0 has no product without algorithmic stablecoins.
Terra 2.0 has an identity crisis because it has no actual product. It's like Volkswagen faking carbon emission results and then stopping car production.
A project that has already lost the trust of its users and nearly all of its value cannot survive without a clear and in-demand use case.
Do Kwon, how about him?
Oh, the Twitter-caller-poor? Who challenges crypto billionaires to break his LUNA chain? Who dissolved Terra Labs South Korea before depeg? Arrogant guy?
That's not a good image for LUNA, especially when making amends. I think he should step down and let a nicer person be Terra 2.0's frontman.
The verdict
Terra has a terrific community with an arrogant, unlikeable leader. The new LUNA chain must grow 40 times before it can start making up its losses, and even then, not everyone's losses will be covered.
I won't invest in Terra 2.0 or other algorithmic stablecoins in the near future. I won't be near any Do Kwon-related project within 100 miles. My opinion.
Can Terra 2.0 be saved? Comment below.
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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:
- 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.