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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

Jonathan Vanian

Jonathan Vanian

3 years ago

What is Terra? Your guide to the hot cryptocurrency

With cryptocurrencies like Bitcoin, Ether, and Dogecoin gyrating in value over the past few months, many people are looking at so-called stablecoins like Terra to invest in because of their more predictable prices.

Terraform Labs, which oversees the Terra cryptocurrency project, has benefited from its rising popularity. The company said recently that investors like Arrington Capital, Lightspeed Venture Partners, and Pantera Capital have pledged $150 million to help it incubate various crypto projects that are connected to Terra.

Terraform Labs and its partners have built apps that operate on the company’s blockchain technology that helps keep a permanent and shared record of the firm’s crypto-related financial transactions.

Here’s what you need to know about Terra and the company behind it.

What is Terra?

Terra is a blockchain project developed by Terraform Labs that powers the startup’s cryptocurrencies and financial apps. These cryptocurrencies include the Terra U.S. Dollar, or UST, that is pegged to the U.S. dollar through an algorithm.

Terra is a stablecoin that is intended to reduce the volatility endemic to cryptocurrencies like Bitcoin. Some stablecoins, like Tether, are pegged to more conventional currencies, like the U.S. dollar, through cash and cash equivalents as opposed to an algorithm and associated reserve token.

To mint new UST tokens, a percentage of another digital token and reserve asset, Luna, is “burned.” If the demand for UST rises with more people using the currency, more Luna will be automatically burned and diverted to a community pool. That balancing act is supposed to help stabilize the price, to a degree.

“Luna directly benefits from the economic growth of the Terra economy, and it suffers from contractions of the Terra coin,” Terraform Labs CEO Do Kwon said.

Each time someone buys something—like an ice cream—using UST, that transaction generates a fee, similar to a credit card transaction. That fee is then distributed to people who own Luna tokens, similar to a stock dividend.

Who leads Terra?

The South Korean firm Terraform Labs was founded in 2018 by Daniel Shin and Kwon, who is now the company’s CEO. Kwon is a 29-year-old former Microsoft employee; Shin now heads the Chai online payment service, a Terra partner. Kwon said many Koreans have used the Chai service to buy goods like movie tickets using Terra cryptocurrency.

Terraform Labs does not make money from transactions using its crypto and instead relies on outside funding to operate, Kwon said. It has raised $57 million in funding from investors like HashKey Digital Asset Group, Divergence Digital Currency Fund, and Huobi Capital, according to deal-tracking service PitchBook. The amount raised is in addition to the latest $150 million funding commitment announced on July 16.

What are Terra’s plans?

Terraform Labs plans to use Terra’s blockchain and its associated cryptocurrencies—including one pegged to the Korean won—to create a digital financial system independent of major banks and fintech-app makers. So far, its main source of growth has been in Korea, where people have bought goods at stores, like coffee, using the Chai payment app that’s built on Terra’s blockchain. Kwon said the company’s associated Mirror trading app is experiencing growth in China and Thailand.

Meanwhile, Kwon said Terraform Labs would use its latest $150 million in funding to invest in groups that build financial apps on Terra’s blockchain. He likened the scouting and investing in other groups as akin to a “Y Combinator demo day type of situation,” a reference to the popular startup pitch event organized by early-stage investor Y Combinator.

The combination of all these Terra-specific financial apps shows that Terraform Labs is “almost creating a kind of bank,” said Ryan Watkins, a senior research analyst at cryptocurrency consultancy Messari.

In addition to cryptocurrencies, Terraform Labs has a number of other projects including the Anchor app, a high-yield savings account for holders of the group’s digital coins. Meanwhile, people can use the firm’s associated Mirror app to create synthetic financial assets that mimic more conventional ones, like “tokenized” representations of corporate stocks. These synthetic assets are supposed to be helpful to people like “a small retail trader in Thailand” who can more easily buy shares and “get some exposure to the upside” of stocks that they otherwise wouldn’t have been able to obtain, Kwon said. But some critics have said the U.S. Securities and Exchange Commission may eventually crack down on synthetic stocks, which are currently unregulated.

What do critics say?

Terra still has a long way to go to catch up to bigger cryptocurrency projects like Ethereum.

Most financial transactions involving Terra-related cryptocurrencies have originated in Korea, where its founders are based. Although Terra is becoming more popular in Korea thanks to rising interest in its partner Chai, it’s too early to say whether Terra-related currencies will gain traction in other countries.

Terra’s blockchain runs on a “limited number of nodes,” said Messari’s Watkins, referring to the computers that help keep the system running. That helps reduce latency that may otherwise slow processing of financial transactions, he said.

But the tradeoff is that Terra is less “decentralized” than other blockchain platforms like Ethereum, which is powered by thousands of interconnected computing nodes worldwide. That could make Terra less appealing to some blockchain purists.

Isaac Benson

Isaac Benson

3 years ago

What's the difference between Proof-of-Time and Proof-of-History?

Blockchain validates transactions with consensus algorithms. Bitcoin and Ethereum use Proof-of-Work, while Polkadot and Cardano use Proof-of-Stake.

Other consensus protocols are used to verify transactions besides these two. This post focuses on Proof-of-Time (PoT), used by Analog, and Proof-of-History (PoH), used by Solana as a hybrid consensus protocol.

PoT and PoH may seem similar to users, but they are actually very different protocols.

Proof-of-Time (PoT)

Analog developed Proof-of-Time (PoT) based on Delegated Proof-of-Stake (DPoS). Users select "delegates" to validate the next block in DPoS. PoT uses a ranking system, and validators stake an equal amount of tokens. Validators also "self-select" themselves via a verifiable random function."

The ranking system gives network validators a performance score, with trustworthy validators with a long history getting higher scores. System also considers validator's fixed stake. PoT's ledger is called "Timechain."

Voting on delegates borrows from DPoS, but there are changes. PoT's first voting stage has validators (or "time electors" putting forward a block to be included in the ledger).

Validators are chosen randomly based on their ranking score and fixed stake. One validator is chosen at a time using a Verifiable Delay Function (VDF).

Validators use a verifiable delay function to determine if they'll propose a Timechain block. If chosen, they validate the transaction and generate a VDF proof before submitting both to other Timechain nodes.

This leads to the second process, where the transaction is passed through 1,000 validators selected using the same method. Each validator checks the transaction to ensure it's valid.

If the transaction passes, validators accept the block, and if over 2/3 accept it, it's added to the Timechain.

Proof-of-History (PoH)

Proof-of-History is a consensus algorithm that proves when a transaction occurred. PoH uses a VDF to verify transactions, like Proof-of-Time. Similar to Proof-of-Work, VDFs use a lot of computing power to calculate but little to verify transactions, similar to (PoW).

This shows users and validators how long a transaction took to verify.

PoH uses VDFs to verify event intervals. This process uses cryptography to prevent determining output from input.

The outputs of one transaction are used as inputs for the next. Timestamps record the inputs' order. This checks if data was created before an event.

PoT vs. PoH

PoT and PoH differ in that:

  • PoT uses VDFs to select validators (or time electors), while PoH measures time between events.

  • PoH uses a VDF to validate transactions, while PoT uses a ranking system.

  • PoT's VDF-elected validators verify transactions proposed by a previous validator. PoH uses a VDF to validate transactions and data.

Conclusion

Both Proof-of-Time (PoT) and Proof-of-History (PoH) validate blockchain transactions differently. PoT uses a ranking system to randomly select validators to verify transactions.

PoH uses a Verifiable Delay Function to validate transactions, verify how much time has passed between two events, and allow validators to quickly verify a transaction without malicious actors knowing the input.

Protos

Protos

3 years ago

StableGains lost $42M in Anchor Protocol.

StableGains lost millions of dollars in customer funds in Anchor Protocol without telling its users. The Anchor Protocol offered depositors 19-20% APY before its parent ecosystem, Terra LUNA, lost tens of billions of dollars in market capitalization as LUNA fell below $0.01 and its stablecoin (UST) collapsed.

A Terra Research Forum member raised the alarm. StableGains changed its homepage and Terms and Conditions to reflect how it mitigates risk, a tacit admission that it should have done so from the start.

StableGains raised $600,000 in YCombinator's W22 batch. Moonfire, Broom Ventures, and Goodwater Capital invested $3 million more.

StableGains' 15% yield product attracted $42 million in deposits. StableGains kept most of its deposits in Anchor's UST pool earning 19-20% APY, kept one-quarter of the interest as a management fee, and then gave customers their promised 15% APY. It lost almost all customer funds when UST melted down. It changed withdrawal times, hurting customers.

  • StableGains said de-pegging was unlikely. According to its website, 1 UST can be bought and sold for $1 of LUNA. LUNA became worthless, and Terra shut down its blockchain.
  • It promised to diversify assets across several stablecoins to reduce the risk of one losing its $1 peg, but instead kept almost all of them in one basket.
  • StableGains promised withdrawals in three business days, even if a stablecoin needed time to regain its peg. StableGains uses Coinbase for deposits and withdrawals, and customers receive the exact amount of USDC requested.

StableGains scrubs its website squeaky clean

StableGains later edited its website to say it only uses the "most trusted and tested stablecoins" and extended withdrawal times from three days to indefinite time "in extreme cases."

Previously, USDC, TerraUST (UST), and Dai were used (DAI). StableGains changed UST-related website content after the meltdown. It also removed most references to DAI.

Customers noticed a new clause in the Terms and Conditions denying StableGains liability for withdrawal losses. This new clause would have required customers to agree not to sue before withdrawing funds, avoiding a class-action lawsuit.


Customers must sign a waiver to receive a refund.

Erickson Kramer & Osborne law firm has asked StableGains to preserve all internal documents on customer accounts, marketing, and TerraUSD communications. The firm has not yet filed a lawsuit.


Thousands of StableGains customers lost an estimated $42 million.

Celsius Network customers also affected

CEL used Terra LUNA's Anchor Protocol. Celsius users lost money in the crypto market crash and UST meltdown. Many held CEL and LUNA as yielding deposits.

CEO Alex Mashinsky accused "unknown malefactors" of targeting Celsius Network without evidence. Celsius has not publicly investigated this claim as of this article's publication.

CEL fell before UST de-pegged. On June 2, 2021, it reached $8.01. May 19's close: $0.82.

When some Celsius Network users threatened to leave over token losses, Mashinsky replied, "Leave if you don't think I'm sincere and working harder than you, seven days a week."

Celsius Network withdrew $500 million from Anchor Protocol, but smaller holders had trouble.

Read original article here

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Karo Wanner

Karo Wanner

3 years ago

This is how I started my Twitter account.

My 12-day results look good.

Twitter seemed for old people and politicians.

I thought the platform would die soon like Facebook.

The platform's growth stalled around 300m users between 2015 and 2019.

In 2020, Twitter grew and now has almost 400m users.

Niharikaa Kaur Sodhi built a business on Twitter while I was away, despite its low popularity.

When I read about the success of Twitter users in the past 2 years, I created an account and a 3-month strategy.

I'll see if it's worth starting Twitter in 2022.

Late or perfect? I'll update you. Track my Twitter growth. You can find me here.

My Twitter Strategy

My Twitter goal is to build a community and recruit members for Mindful Monday.

I believe mindfulness is the only way to solve problems like poverty, inequality, and the climate crisis.

The power of mindfulness is my mission.

Mindful Monday is your weekly reminder to live in the present moment. I send mindfulness tips every Monday.

My Twitter profile promotes Mindful Monday and encourages people to join.

What I paid attention to:

  • I designed a brand-appropriate header to promote Mindful Monday.

  • Choose a profile picture. People want to know who you are.

  • I added my name as I do on Medium, Instagram, and emails. To stand out and be easily recognized, add an emoji if appropriate. Add what you want to be known for, such as Health Coach, Writer, or Newsletter.

  • People follow successful, trustworthy people. Describe any results you have. This could be views, followers, subscribers, or major news outlets. Create!

  • Tell readers what they'll get by following you. Can you help?

  • Add CTA to your profile. Your Twitter account's purpose. Give instructions. I placed my sign-up link next to the CTA to promote Mindful Monday. Josh Spector recommended this. (Thanks! Bonus tip: If you don't want the category to show in your profile, e.g. Entrepreneur, go to edit profile, edit professional profile, and choose 'Other'

Here's my Twitter:

I'm no expert, but I tried. Please share any additional Twitter tips and suggestions in the comments.

To hide your Revue newsletter subscriber count:

Join Revue. Select 'Hide Subscriber Count' in Account settings > Settings > Subscriber Count. Voila!

How frequently should you tweet?

1 to 20 Tweets per day, but consistency is key.

Stick to a daily tweet limit. Start with less and be consistent than the opposite.

I tweet 3 times per day. That's my comfort zone. Larger accounts tweet 5–7 times daily.

Do what works for you and that is the right amount.

Twitter is a long-term game, so plan your tweets for a year.

How to Batch Your Tweets?

Sunday batchs.

Sunday evenings take me 1.5 hours to create all my tweets for the week.

Use a word document and write down your posts. Podcasts, books, my own articles inspire me.

When I have a good idea or see a catchy Tweet, I take a screenshot.

To not copy but adapt.

Two pillars support my content:

  1. (90% ~ 29 tweets per week) Inspirational quotes, mindfulness tips, zen stories, mistakes, myths, book recommendations, etc.

  2. (10% 2 tweets per week) I share how I grow Mindful Monday with readers. This pillar promotes MM and behind-the-scenes content.

Second, I schedule all my Tweets using TweetDeck. I tweet at 7 a.m., 5 p.m., and 6 p.m.

Include Twitter Threads in your content strategy

Tweets are blog posts. In your first tweet, you include a headline, then tweet your content.

That’s how you create a series of connected Tweets.

What’s the point? You have more room to convince your reader you're an expert.

Add a call-to-action to your thread.

  • Follow for more like this

  • Newsletter signup (share your link)

  • Ask for retweet

One thread per week is my goal. 

I'll schedule threads with Typefully. In the free version, you can schedule one Tweet, but that's fine.

Pin a thread to the top of your profile if it leads to your newsletter. So new readers see your highest-converting content first.

Tweet Medium posts

I also tweet Medium articles.

I schedule 1 weekly repost for 5 weeks after each publication. I share the same article daily for 5 weeks.

Every time I tweet, I include a different article quote, so even if the link is the same, the quote adds value.

Engage Other Experts

When you first create your account, few people will see it. Normal.

If you comment on other industry accounts, you can reach their large audience.

First, you need 50 to 100 followers. Here's my beginner tip.

15 minutes a day or when I have downtime, I comment on bigger accounts in my niche.

My 12-Day Results

Now let's look at the first data.

I had 32 followers on March 29. 12 followers in 11 days. I have 52 now.

Not huge, but growing rapidly.

Let's examine impressions/views.

As a newbie, I gained 4,300 impressions/views in 12 days. On Medium, I got fewer views.

The 1,6k impressions per day spike comes from a larger account I mentioned the day before. First, I was shocked to see the spike and unsure of its origin.

These results are promising given the effort required to be consistent on Twitter.

Let's see how my journey progresses. I'll keep you posted.

Tweeters, Does this content strategy make sense? What's wrong? Comment below.

Let's support each other on Twitter. Here's me.

Which Twitter strategy works for you in 2022?


This post is a summary. Read the full article here

DC Palter

DC Palter

3 years ago

Is Venture Capital a Good Fit for Your Startup?

5 VC investment criteria

Photo by Austin Distel on Unsplash

I reviewed 200 startup business concepts last week. Brainache.

The enterprises sold various goods and services. The concepts were achingly similar: give us money, we'll produce a product, then get more to expand. No different from daily plans and pitches.

Most of those 200 plans sounded plausible. But 10% looked venture-worthy. 90% of startups need alternatives to venture finance.

With the success of VC-backed businesses and the growth of venture funds, a common misperception is that investors would fund any decent company idea. Finding investors that believe in the firm and founders is the key to funding.

Incorrect. Venture capital needs investing in certain enterprises. If your startup doesn't match the model, as most early-stage startups don't, you can revise your business plan or locate another source of capital.

Before spending six months pitching angels and VCs, make sure your startup fits these criteria.

Likely to generate $100 million in sales

First, I check the income predictions in a pitch deck. If it doesn't display $100M, don't bother.

The math doesn't work for venture financing in smaller businesses.

Say a fund invests $1 million in a startup valued at $5 million that is later acquired for $20 million. That's a win everyone should celebrate. Most VCs don't care.

Consider a $100M fund. The fund must reach $360M in 7 years with a 20% return. Only 20-30 investments are possible. 90% of the investments will fail, hence the 23 winners must return $100M-$200M apiece. $15M isn't worth the work.

Angel investors and tiny funds use the same ideas as venture funds, but their smaller scale affects the calculations. If a company can support its growth through exit on less than $2M in angel financing, it must have $25M in revenues before large companies will consider acquiring it.

Aiming for Hypergrowth

A startup's size isn't enough. It must expand fast.

Developing a great business takes time. Complex technology must be constructed and tested, a nationwide expansion must be built, or production procedures must go from lab to pilot to factories. These can be enormous, world-changing corporations, but venture investment is difficult.

The normal 10-year venture fund life. Investments are made during first 3–4 years.. 610 years pass between investment and fund dissolution. Funds need their investments to exit within 5 years, 7 at the most, therefore add a safety margin.

Longer exit times reduce ROI. A 2-fold return in a year is excellent. Loss at 2x in 7 years.

Lastly, VCs must prove success to raise their next capital. The 2nd fund is raised from 1st fund portfolio increases. Third fund is raised using 1st fund's cash return. Fund managers must raise new money quickly to keep their jobs.

Branding or technology that is protected

No big firm will buy a startup at a high price if they can produce a competing product for less. Their development teams, consumer base, and sales and marketing channels are large. Who needs you?

Patents, specialist knowledge, or brand name are the only answers. The acquirer buys this, not the thing.

I've heard of several promising startups. It's not a decent investment if there's no exit strategy.

A company that installs EV charging stations in apartments and shopping areas is an example. It's profitable, repeatable, and big. A terrific company. Not a startup.

This building company's operations aren't secret. No technology to protect, no special information competitors can't figure out, no go-to brand name. Despite the immense possibilities, a large construction company would be better off starting their own.

Most venture businesses build products, not services. Services can be profitable but hard to safeguard.

Probable purchase at high multiple

Once a software business proves its value, acquiring it is easy. Pharma and medtech firms have given up on their own research and instead acquire startups after regulatory permission. Many startups, especially in specialized areas, have this weakness.

That doesn't mean any lucrative $25M-plus business won't be acquired. In many businesses, the venture model requires a high exit premium.

A startup invents a new glue. 3M, BASF, Henkel, and others may buy them. Adding more adhesive to their catalogs won't boost commerce. They won't compete to buy the business. They'll only buy a startup at a profitable price. The acquisition price represents a moderate EBITDA multiple.

The company's $100M revenue presumably yields $10m in profits (assuming they’ve reached profitability at all). A $30M-$50M transaction is likely. Not terrible, but not what venture investors want after investing $25M to create a plant and develop the business.

Private equity buys profitable companies for a moderate profit multiple. It's a good exit for entrepreneurs, but not for investors seeking 10x or more what PE firms pay. If a startup offers private equity as an exit, the conversation is over.

Constructed for purchase

The startup wants a high-multiple exit. Unless the company targets $1B in revenue and does an IPO, exit means acquisition.

If they're constructing the business for acquisition or themselves, founders must decide.

If you want an indefinitely-running business, I applaud you. We need more long-term founders. Most successful organizations are founded around consumer demands, not venture capital's urge to grow fast and exit. Not venture funding.

if you don't match the venture model, what to do

VC funds moonshots. The 10% that succeed are extraordinary. Not every firm is a rocketship, and launching the wrong startup into space, even with money, will explode.

But just because your startup won't make $100M in 5 years doesn't mean it's a bad business. Most successful companies don't follow this model. It's not venture capital-friendly.

Although venture capital gets the most attention due to a few spectacular triumphs (and disasters), it's not the only or even most typical option to fund a firm.

Other ways to support your startup:

  • Personal and family resources, such as credit cards, second mortgages, and lines of credit

  • bootstrapping off of sales

  • government funding and honors

  • Private equity & project financing

  • collaborating with a big business

  • Including a business partner

Before pitching angels and VCs, be sure your startup qualifies. If so, include them in your pitch.

Thomas Tcheudjio

Thomas Tcheudjio

3 years ago

If you don't crush these 3 metrics, skip the Series A.

I recently wrote about getting VCs excited about Marketplace start-ups. SaaS founders became envious!

Understanding how people wire tens of millions is the only Series A hack I recommend.

Few people understand the intellectual process behind investing.

VC is risk management.

Series A-focused VCs must cover two risks.

1. Market risk

You need a large market to cross a threshold beyond which you can build defensibilities. Series A VCs underwrite market risk.

They must see you have reached product-market fit (PMF) in a large total addressable market (TAM).

2. Execution risk

When evaluating your growth engine's blitzscaling ability, execution risk arises.

When investors remove operational uncertainty, they profit.

Series A VCs like businesses with derisked revenue streams. Don't raise unless you have a predictable model, pipeline, and growth.

Please beat these 3 metrics before Series A:

Achieve $1.5m ARR in 12-24 months (Market risk)

Above 100% Net Dollar Retention. (Market danger)

Lead Velocity Rate supporting $10m ARR in 2–4 years (Execution risk)

Hit the 3 and you'll raise $10M in 4 months. Discussing 2/3 may take 6–7 months.

If none, don't bother raising and focus on becoming a capital-efficient business (Topics for other posts).

Let's examine these 3 metrics for the brave ones.

1. Lead Velocity Rate supporting €$10m ARR in 2 to 4 years

Last because it's the least discussed. LVR is the most reliable data when evaluating a growth engine, in my opinion.

SaaS allows you to see the future.

Monthly Sales and Sales Pipelines, two predictive KPIs, have poor data quality. Both are lagging indicators, and minor changes can cause huge modeling differences.

Analysts and Associates will trash your forecasts if they're based only on Monthly Sales and Sales Pipeline.

LVR, defined as month-over-month growth in qualified leads, is rock-solid. There's no lag. You can See The Future if you use Qualified Leads and a consistent formula and process to qualify them.

With this metric in your hand, scaling your company turns into an execution play on which VCs are able to perform calculations risk.

2. Above-100% Net Dollar Retention.

Net Dollar Retention is a better-known SaaS health metric than LVR.

Net Dollar Retention measures a SaaS company's ability to retain and upsell customers. Ask what $1 of net new customer spend will be worth in years n+1, n+2, etc.

Depending on the business model, SaaS businesses can increase their share of customers' wallets by increasing users, selling them more products in SaaS-enabled marketplaces, other add-ons, and renewing them at higher price tiers.

If a SaaS company's annualized Net Dollar Retention is less than 75%, there's a problem with the business.

Slack's ARR chart (below) shows how powerful Net Retention is. Layer chart shows how existing customer revenue grows. Slack's S1 shows 171% Net Dollar Retention for 2017–2019.

Slack S-1

3. $1.5m ARR in the last 12-24 months.

According to Point 9, $0.5m-4m in ARR is needed to raise a $5–12m Series A round.

Target at least what you raised in Pre-Seed/Seed. If you've raised $1.5m since launch, don't raise before $1.5m ARR.

Capital efficiency has returned since Covid19. After raising $2m since inception, it's harder to raise $1m in ARR.

P9's 2016-2021 SaaS Funding Napkin

In summary, less than 1% of companies VCs meet get funded. These metrics can help you win.

If there’s demand for it, I’ll do one on direct-to-consumer.

Cheers!