Integrity
Write
Loading...
Elnaz Sarraf

Elnaz Sarraf

3 years ago

Why Bitcoin's Crash Could Be Good for Investors

More on Web3 & Crypto

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.

Sam Bourgi

Sam Bourgi

3 years ago

NFT was used to serve a restraining order on an anonymous hacker.

The international law firm Holland & Knight used an NFT built and airdropped by its asset recovery team to serve a defendant in a hacking case.

The law firms Holland & Knight and Bluestone used a nonfungible token to serve a defendant in a hacking case with a temporary restraining order, marking the first documented legal process assisted by an NFT.

The so-called "service token" or "service NFT" was served to an unknown defendant in a hacking case involving LCX, a cryptocurrency exchange based in Liechtenstein that was hacked for over $8 million in January. The attack compromised the platform's hot wallets, resulting in the loss of Ether (ETH), USD Coin (USDC), and other cryptocurrencies, according to Cointelegraph at the time.

On June 7, LCX claimed that around 60% of the stolen cash had been frozen, with investigations ongoing in Liechtenstein, Ireland, Spain, and the United States. Based on a court judgment from the New York Supreme Court, Centre Consortium, a company created by USDC issuer Circle and crypto exchange Coinbase, has frozen around $1.3 million in USDC.

The monies were laundered through Tornado Cash, according to LCX, but were later tracked using "algorithmic forensic analysis." The organization was also able to identify wallets linked to the hacker as a result of the investigation.

In light of these findings, the law firms representing LCX, Holland & Knight and Bluestone, served the unnamed defendant with a temporary restraining order issued on-chain using an NFT. According to LCX, this system "was allowed by the New York Supreme Court and is an example of how innovation can bring legitimacy and transparency to a market that some say is ungovernable."

Marco Manoppo

Marco Manoppo

2 years ago

Failures of DCG and Genesis

Don't sleep with your own sister.

70% of lottery winners go broke within five years. You've heard the last one. People who got rich quickly without setbacks and hard work often lose it all. My father said, "Easy money is easily lost," and a wealthy friend who owns a family office said, "The first generation makes it, the second generation spends it, and the third generation blows it."

This is evident. Corrupt politicians in developing countries live lavishly, buying their third wives' fifth Hermès bag and celebrating New Year's at The Brando Resort. A successful businessperson from humble beginnings is more conservative with money. More so if they're atom-based, not bit-based. They value money.

Crypto can "feel" easy. I have nothing against capital market investing. The global financial system is shady, but that's another topic. The problem started when those who took advantage of easy money started affecting other businesses. VCs did minimal due diligence on FTX because they needed deal flow and returns for their LPs. Lenders did minimum diligence and underwrote ludicrous loans to 3AC because they needed revenue.

Alameda (hence FTX) and 3AC made "easy money" Genesis and DCG aren't. Their businesses are more conventional, but they underestimated how "easy money" can hurt them.

Genesis has been the victim of easy money hubris and insolvency, losing $1 billion+ to 3AC and $200M to FTX. We discuss the implications for the broader crypto market.

Here are the quick takeaways:

  • Genesis is one of the largest and most notable crypto lenders and prime brokerage firms.

  • DCG and Genesis have done related party transactions, which can be done right but is a bad practice.

  • Genesis owes DCG $1.5 billion+.

  • If DCG unwinds Grayscale's GBTC, $9-10 billion in BTC will hit the market.

  • DCG will survive Genesis.

What happened?

Let's recap the FTX shenanigan from two weeks ago. Shenanigans! Delphi's tweet sums up the craziness. Genesis has $175M in FTX.

Cred's timeline: I hate bad crisis management. Yes, admitting their balance sheet hole right away might've sparked more panic, and there's no easy way to convey your trouble, but no one ever learns.

By November 23, rumors circulated online that the problem could affect Genesis' parent company, DCG. To address this, Barry Silbert, Founder, and CEO of DCG released a statement to shareholders.

  • A few things are confirmed thanks to this statement.

  • DCG owes $1.5 billion+ to Genesis.

  • $500M is due in 6 months, and the rest is due in 2032 (yes, that’s not a typo).

  • Unless Barry raises new cash, his last-ditch efforts to repay the money will likely push the crypto market lower.

  • Half a year of GBTC fees is approximately $100M.

  • They can pay $500M with GBTC.

  • With profits, sell another port.

Genesis has hired a restructuring adviser, indicating it is in trouble.

Rehypothecation

Every crypto problem in the past year seems to be rehypothecation between related parties, excessive leverage, hubris, and the removal of the money printer. The Bankless guys provided a chart showing 2021 crypto yield.

In June 2022, @DataFinnovation published a great investigation about 3AC and DCG. Here's a summary.

  • 3AC borrowed BTC from Genesis and pledged it to create Grayscale's GBTC shares.

  • 3AC uses GBTC to borrow more money from Genesis.

  • This lets 3AC leverage their capital.

  • 3AC's strategy made sense because GBTC had a premium, creating "free money."

  • GBTC's discount and LUNA's implosion caused problems.

  • 3AC lost its loan money in LUNA.

  • Margin called on 3ACs' GBTC collateral.

  • DCG bought GBTC to avoid a systemic collapse and a larger discount.

  • Genesis lost too much money because 3AC can't pay back its loan. DCG "saved" Genesis, but the FTX collapse hurt Genesis further, forcing DCG and Genesis to seek external funding.

bruh…

Learning Experience

Co-borrowing. Unnecessary rehypothecation. Extra space. Governance disaster. Greed, hubris. Crypto has repeatedly shown it can recreate traditional financial system disasters quickly. Working in crypto is one of the best ways to learn crazy financial tricks people will do for a quick buck much faster than if you dabble in traditional finance.

Moving Forward

I think the crypto industry needs to consider its future. This is especially true for professionals. I'm not trying to scare you. In 2018 and 2020, I had doubts. No doubts now. Detailing the crypto industry's potential outcomes helped me gain certainty and confidence in its future. This includes VCs' benefits and talking points during the bull market, as well as what would happen if government regulations became hostile, etc. Even if that happens, I'm certain. This is permanent. I may write a post about that soon.

Sincerely,

M.

You might also like

Rick Blyth

Rick Blyth

3 years ago

Looking for a Reliable Micro SaaS Niche

Niches are rich, as the adage goes.

Micro SaaS requires a great micro-niche; otherwise, it's merely plain old SaaS with a large audience.

Instead of targeting broad markets with few identifying qualities, specialise down to a micro-niche. How would you target these users?

Better go tiny. You'll locate and engage new consumers more readily and serve them better with a customized solution.

Imagine you're a real estate lawyer looking for a case management solution. Because it's so specific to you, you'd be lured to this link:

instead of below:

Next, locate mini SaaS niches that could work for you. You're not yet looking at the problems/solutions in these areas, merely shortlisting them.

The market should be growing, not shrinking

We shouldn't design apps for a declining niche. We intend to target stable or growing niches for the next 5 to 10 years.

If it's a developing market, you may be able to claim a stake early. You must balance this strategy with safer, longer-established niches (accountancy, law, health, etc).

First Micro SaaS apps I designed were for Merch By Amazon creators, a burgeoning niche. I found this niche when searching for passive income.

Graphic designers and entrepreneurs post their art to Amazon to sell on clothes. When Amazon sells their design, they get a royalty. Since 2015, this platform and specialty have grown dramatically.

Amazon doesn't publicize the amount of creators on the platform, but it's possible to approximate by looking at Facebook groups, Reddit channels, etc.

I could see the community growing week by week, with new members joining. Merch was an up-and-coming niche, and designers made money when their designs sold. All I had to do was create tools that let designers focus on making bestselling designs.

Look at the Google Trends graph below to see how this niche has evolved and when I released my apps and resigned my job.

Are the users able to afford the tools?

Who's your average user? Consumer or business? Is your solution budgeted?

If they're students, you'll struggle to convince them to subscribe to your study-system app (ahead of video games and beer).

Let's imagine you designed a Shopify plugin that emails customers when a product is restocked. If your plugin just needs 5 product sales a month to justify its cost, everyone wins (just be mindful that one day Shopify could potentially re-create your plugins functionality within its core offering making your app redundant ).

Do specialized users buy tools? If so, that's comforting. If not, you'd better have a compelling value proposition for your end customer if you're the first.

This should include how much time or money your program can save or make the user.

Are you able to understand the Micro SaaS market?

Ideally, you're already familiar about the industry/niche. Maybe you're fixing a challenge from your day job or freelance work.

If not, evaluate how long it would take to learn the niche's users. Health & Fitness is easier to relate to and understand than hedge fund derivatives trading.

Competing in these complex (and profitable) fields might offer you an edge.

B2C, B2M, or B2B?

Consider your user base's demographics. Will you target businesses, consumers, or both? Let's examine the different consumer types:

  • B2B refers to business-to-business transactions where customers are other businesses. UpVoty, Plutio, Slingshot, Salesforce, Atlassian, and Hubspot are a few examples of SaaS, ranging from Micro SaaS to SaaS.

  • Business to Consumer (B2C), in which your clients are people who buy things. For instance, Duolingo, Canva, and Nomad List.

  • For instance, my tool KDP Wizard has a mixed user base of publishing enterprises and also entrepreneurial consumers selling low-content books on Amazon. This is a case of business to many (B2M), where your users are a mixture of businesses and consumers. There is a large SaaS called Dropbox that offers both personal and business plans.

Targeting a B2B vs. B2C niche is very different. The sales cycle differs.

  • A B2B sales staff must make cold calls to potential clients' companies. Long sales, legal, and contractual conversations are typically required for each business to get the go-ahead. The cost of obtaining a new customer is substantially more than it is for B2C, despite the fact that the recurring fees are significantly higher.

  • Since there is typically only one individual making the purchasing decision, B2C signups are virtually always self-service with reduced recurring fees. Since there is typically no outbound sales staff in B2C, acquisition costs are significantly lower than in B2B.

User Characteristics for B2B vs. B2C

Consider where your niche's users congregate if you don't already have a presence there.

B2B users frequent LinkedIn and Twitter. B2C users are on Facebook/Instagram/Reddit/Twitter, etc.

Churn is higher in B2C because consumers haven't gone through all the hoops of a B2B sale. Consumers are more unpredictable than businesses since they let their bank cards exceed limitations or don't update them when they expire.

With a B2B solution, there's a contractual arrangement and the firm will pay the subscription as long as they need it.

Depending on how you feel about the above (sales team vs. income vs. churn vs. targeting), you'll know which niches to pursue.

You ought to respect potential customers.

Would you hang out with customers?

You'll connect with users at conferences (in-person or virtual), webinars, seminars, screenshares, Facebook groups, emails, support calls, support tickets, etc.

If talking to a niche's user base makes you shudder, you're in for a tough road. Whether they're demanding or dull, avoid them if possible.

Merch users are mostly graphic designers, side hustlers, and entrepreneurs. These laid-back users embrace technologies that assist develop their Merch business.

I discovered there was only one annual conference for this specialty, held in Seattle, USA. I decided to organize a conference for UK/European Merch designers, despite never having done so before.

Hosting a conference for over 80 people was stressful, and it turned out to be much bigger than expected, with attendees from the US, Europe, and the UK.

I met many specialized users, built relationships, gained trust, and picked their brains in person. Many of the attendees were already Merch Wizard users, so hearing their feedback and ideas for future features was invaluable.

focused and specific

Instead of building for a generic, hard-to-reach market, target a specific group.

I liken it to fishing in a little, hidden pond. This small pond has only one species of fish, so you learn what bait it likes. Contrast that with trawling for hours to catch as many fish as possible, even if some aren't what you want.

In the case management scenario, it's difficult to target leads because several niches could use the app. Where do your potential customers hang out? Your generic solution: No.

It's easier to join a community of Real Estate Lawyers and see if your software can answer their pain points.

My Success with Micro SaaS

In my case, my Micro SaaS apps have been my chrome extensions. Since I launched them, they've earned me an average $10k MRR, allowing me to quit my lousy full-time job years ago.

I sold my apps after scaling them for a life-changing lump amount. Since then, I've helped unfulfilled software developers escape the 9-5 through Micro SaaS.

Whether it's a profitable side hustle or a liferaft to quit their job and become their own Micro SaaS boss.

Having built my apps to the point where I could quit my job, then scaled and sold them, I feel I can share my skills with software developers worldwide.

Read my free guide on self-funded SaaS to discover more about Micro SaaS, or download your own copy. 12 chapters cover everything from Idea to Exit.

Watch my YouTube video to learn how to construct a Micro SaaS app in 10 steps.

Alex Mathers

Alex Mathers

2 years ago   Draft

12 practices of the zenith individuals I know

Follow Alex’s Instagram for his drawings and bonus ideas.

Calmness is a vital life skill.

It aids communication. It boosts creativity and performance.

I've studied calm people's habits for years. Commonalities:

Have learned to laugh at themselves.

Those who have something to protect can’t help but make it a very serious business, which drains the energy out of the room.

They are fixated on positive pursuits like making cool things, building a strong physique, and having fun with others rather than on depressing influences like the news and gossip.

Every day, spend at least 20 minutes moving, whether it's walking, yoga, or lifting weights.

Discover ways to take pleasure in life's challenges.

Since perspective is malleable, they change their view.

Set your own needs first.

Stressed people neglect themselves and wonder why they struggle.

Prioritize self-care.

Don't ruin your life to please others.

Make something.

Calm people create more than react.

They love creating beautiful things—paintings, children, relationships, and projects.

Hold your breath, please.

If you're stressed or angry, you may be surprised how much time you spend holding your breath and tightening your belly.

Release, breathe, and relax to find calm.

Stopped rushing.

Rushing is disadvantageous.

Calm people handle life better.

Are attuned to their personal dietary needs.

They avoid junk food and eat foods that keep them healthy, happy, and calm.

Don’t take anything personally.

Stressed people control everything.

Self-conscious.

Calm people put others and their work first.

Keep their surroundings neat.

Maintaining an uplifting and clutter-free environment daily calms the mind.

Minimise negative people.

Calm people are ruthless with their boundaries and avoid negative and drama-prone people.

Dung Claire Tran

Dung Claire Tran

3 years ago

Is the future of brand marketing with virtual influencers?

Digital influences that mimic humans are rising.

Lil Miquela has 3M Instagram followers, 3.6M TikTok followers, and 30K Twitter followers. She's been on the covers of Prada, Dior, and Calvin Klein magazines. Miquela released Not Mine in 2017 and launched Hard Feelings at Lollapazoolas this year. This isn't surprising, given the rise of influencer marketing.

This may be unexpected. Miquela's fake. Brud, a Los Angeles startup, produced her in 2016.

Lil Miquela is one of many rising virtual influencers in the new era of social media marketing. She acts like a real person and performs the same tasks as sports stars and models.

The emergence of online influencers

Before 2018, computer-generated characters were rare. Since the virtual human industry boomed, they've appeared in marketing efforts worldwide.

In 2020, the WHO partnered up with Atlanta-based virtual influencer Knox Frost (@knoxfrost) to gather contributions for the COVID-19 Solidarity Response Fund.

Lu do Magalu (@magazineluiza) has been the virtual spokeswoman for Magalu since 2009, using social media to promote reviews, product recommendations, unboxing videos, and brand updates. Magalu's 10-year profit was $552M.

In 2020, PUMA partnered with Southeast Asia's first virtual model, Maya (@mayaaa.gram). She joined Singaporean actor Tosh Zhang in the PUMA campaign. Local virtual influencer Ava Lee-Graham (@avagram.ai) partnered with retail firm BHG to promote their in-house labels.

Maya and Tosh Zhang in PUMA Rider campaign. Credits to Vulcan Post

In Japan, Imma (@imma.gram) is the face of Nike, PUMA, Dior, Salvatore Ferragamo SpA, and Valentino. Imma's bubblegum pink bob and ultra-fine fashion landed her on the cover of Grazia magazine.

Imma on Grazia cover. Credits to aww.tokyo

Lotte Home Shopping created Lucy (@here.me.lucy) in September 2020. She made her TV debut as a Christmas show host in 2021. Since then, she has 100K Instagram followers and 13K TikTok followers.

Liu Yiexi gained 3 million fans in five days on Douyin, China's TikTok, in 2021. Her two-minute video went viral overnight. She's posted 6 videos and has 830 million Douyin followers.

Liu Yiexi’s video on Douyin. Credits to Ji Yuqiao on Global Times

China's virtual human industry was worth $487 million in 2020, up 70% year over year, and is expected to reach $875.9 million in 2021.

Investors worldwide are interested. Immas creator Aww Inc. raised $1 million from Coral Capital in September 2020, according to Bloomberg. Superplastic Inc., the Vermont-based startup behind influencers Janky and Guggimon, raised $16 million by 2020. Craft Ventures, SV Angels, and Scooter Braun invested. Crunchbase shows the company has raised $47 million.

The industries they represent, including Augmented and Virtual reality, were worth $14.84 billion in 2020 and are projected to reach $454.73 billion by 2030, a CAGR of 40.7%, according to PR Newswire.

Advantages for brands

Forbes suggests brands embrace computer-generated influencers. Examples:

  1. Unlimited creative opportunities: Because brands can personalize everything—from a person's look and activities to the style of their content—virtual influencers may be suited to a brand's needs and personalities.

  2. 100% brand control: Brand managers now have more influence over virtual influencers, so they no longer have to give up and rely on content creators to include brands into their storytelling and style. Virtual influencers can constantly produce social media content to promote a brand's identity and ideals because they are completely scandal-free.

  3. Long-term cost savings: Because virtual influencers are made of pixels, they may be reused endlessly and never lose their beauty. Additionally, they can move anywhere around the world and even into space to fit a brand notion. They are also always available. Additionally, the expense of creating their content will not rise in step with their expanding fan base.

  4. Introduction to the metaverse: Statista reports that 75% of American consumers between the ages of 18 and 25 follow at least one virtual influencer. As a result, marketers that support virtual celebrities may now interact with younger audiences that are more tech-savvy and accustomed to the digital world. Virtual influencers can be included into any digital space, including the metaverse, as they are entirely computer-generated 3D personas. Virtual influencers can provide brands with a smooth transition into this new digital universe to increase brand trust and develop emotional ties, in addition to the young generations' rapid adoption of the metaverse.

  5. Better engagement than in-person influencers: A Hype Auditor study found that online influencers have roughly three times the engagement of their conventional counterparts. Virtual influencers should be used to boost brand engagement even though the data might not accurately reflect the entire sector.

Concerns about influencers created by computers

Virtual influencers could encourage excessive beauty standards in South Korea, which has a $10.7 billion plastic surgery industry.

A classic Korean beauty has a small face, huge eyes, and pale, immaculate skin. Virtual influencers like Lucy have these traits. According to Lee Eun-hee, a professor at Inha University's Department of Consumer Science, this could make national beauty standards more unrealistic, increasing demand for plastic surgery or cosmetic items.

Lucy by Lotte Home Shopping. Credits to Lotte Home Shopping on CNN

Other parts of the world raise issues regarding selling items to consumers who don't recognize the models aren't human and the potential of cultural appropriation when generating influencers of other ethnicities, called digital blackface by some.

Meta, Facebook and Instagram's parent corporation, acknowledges this risk.

“Like any disruptive technology, synthetic media has the potential for both good and harm. Issues of representation, cultural appropriation and expressive liberty are already a growing concern,” the company stated in a blog post. “To help brands navigate the ethical quandaries of this emerging medium and avoid potential hazards, (Meta) is working with partners to develop an ethical framework to guide the use of (virtual influencers).”

Despite theoretical controversies, the industry will likely survive. Companies think virtual influencers are the next frontier in the digital world, which includes the metaverse, virtual reality, and digital currency.

In conclusion

Virtual influencers may garner millions of followers online and help marketers reach youthful audiences. According to a YouGov survey, the real impact of computer-generated influencers is yet unknown because people prefer genuine connections. Virtual characters can supplement brand marketing methods. When brands are metaverse-ready, the author predicts virtual influencer endorsement will continue to expand.