More on Web3 & Crypto
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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.

OnChain Wizard
3 years ago
How to make a >800 million dollars in crypto attacking the once 3rd largest stablecoin, Soros style
Everyone is talking about the $UST attack right now, including Janet Yellen. But no one is talking about how much money the attacker made (or how brilliant it was). Lets dig in.
Our story starts in late March, when the Luna Foundation Guard (or LFG) starts buying BTC to help back $UST. LFG started accumulating BTC on 3/22, and by March 26th had a $1bn+ BTC position. This is leg #1 that made this trade (or attack) brilliant.
The second leg comes in the form of the 4pool Frax announcement for $UST on April 1st. This added the second leg needed to help execute the strategy in a capital efficient way (liquidity will be lower and then the attack is on).
We don't know when the attacker borrowed 100k BTC to start the position, other than that it was sold into Kwon's buying (still speculation). LFG bought 15k BTC between March 27th and April 11th, so lets just take the average price between these dates ($42k).
So you have a ~$4.2bn short position built. Over the same time, the attacker builds a $1bn OTC position in $UST. The stage is now set to create a run on the bank and get paid on your BTC short. In anticipation of the 4pool, LFG initially removes $150mm from 3pool liquidity.
The liquidity was pulled on 5/8 and then the attacker uses $350mm of UST to drain curve liquidity (and LFG pulls another $100mm of liquidity).
But this only starts the de-pegging (down to 0.972 at the lows). LFG begins selling $BTC to defend the peg, causing downward pressure on BTC while the run on $UST was just getting started.
With the Curve liquidity drained, the attacker used the remainder of their $1b OTC $UST position ($650mm or so) to start offloading on Binance. As withdrawals from Anchor turned from concern into panic, this caused a real de-peg as people fled for the exits
So LFG is selling $BTC to restore the peg while the attacker is selling $UST on Binance. Eventually the chain gets congested and the CEXs suspend withdrawals of $UST, fueling the bank run panic. $UST de-pegs to 60c at the bottom, while $BTC bleeds out.
The crypto community panics as they wonder how much $BTC will be sold to keep the peg. There are liquidations across the board and LUNA pukes because of its redemption mechanism (the attacker very well could have shorted LUNA as well). BTC fell 25% from $42k on 4/11 to $31.3k
So how much did our attacker make? There aren't details on where they covered obviously, but if they are able to cover (or buy back) the entire position at ~$32k, that means they made $952mm on the short.
On the $350mm of $UST curve dumps I don't think they took much of a loss, lets assume 3% or just $11m. And lets assume that all the Binance dumps were done at 80c, thats another $125mm cost of doing business. For a grand total profit of $815mm (bf borrow cost).
BTC was the perfect playground for the trade, as the liquidity was there to pull it off. While having LFG involved in BTC, and foreseeing they would sell to keep the peg (and prevent LUNA from dying) was the kicker.
Lastly, the liquidity being low on 3pool in advance of 4pool allowed the attacker to drain it with only $350mm, causing the broader panic in both BTC and $UST. Any shorts on LUNA would've added a lot of P&L here as well, with it falling -65% since 5/7.
And for the reply guys, yes I know a lot of this involves some speculation & assumptions. But a lot of money was made here either way, and I thought it would be cool to dive into how they did it.

Nitin Sharma
2 years ago
Web3 Terminology You Should Know
The easiest online explanation.
Web3 is growing. Crypto companies are growing.
Instagram, Adidas, and Stripe adopted cryptocurrency.
Bitcoin and other cryptocurrencies made web3 famous.
Most don't know where to start. Cryptocurrency, DeFi, etc. are investments.
Since we don't understand web3, I'll help you today.
Let’s go.
1. Web3
It is the third generation of the web, and it is built on the decentralization idea which means no one can control it.
There are static webpages that we can only read on the first generation of the web (i.e. Web 1.0).
Web 2.0 websites are interactive. Twitter, Medium, and YouTube.
Each generation controlled the website owner. Simply put, the owner can block us. However, data breaches and selling user data to other companies are issues.
They can influence the audience's mind since they have control.
Assume Twitter's CEO endorses Donald Trump. Result? Twitter would have promoted Donald Trump with tweets and graphics, enhancing his chances of winning.
We need a decentralized, uncontrollable system.
And then there’s Web3.0 to consider. As Bitcoin and Ethereum values climb, so has its popularity. Web3.0 is uncontrolled web evolution. It's good and bad.
Dapps, DeFi, and DAOs are here. It'll all be explained afterwards.
2. Cryptocurrencies:
No need to elaborate.
Bitcoin, Ethereum, Cardano, and Dogecoin are cryptocurrencies. It's digital money used for payments and other uses.
Programs must interact with cryptocurrencies.
3. Blockchain:
Blockchain facilitates bitcoin transactions, investments, and earnings.
This technology governs Web3. It underpins the web3 environment.
Let us delve much deeper.
Blockchain is simple. However, the name expresses the meaning.
Blockchain is a chain of blocks.
Let's use an image if you don't understand.
The graphic above explains blockchain. Think Blockchain. The block stores related data.
Here's more.
4. Smart contracts
Programmers and developers must write programs. Smart contracts are these blockchain apps.
That’s reasonable.
Decentralized web3.0 requires immutable smart contracts or programs.
5. NFTs
Blockchain art is NFT. Non-Fungible Tokens.
Explaining Non-Fungible Token may help.
Two sorts of tokens:
These tokens are fungible, meaning they can be changed. Think of Bitcoin or cash. The token won't change if you sell one Bitcoin and acquire another.
Non-Fungible Token: Since these tokens cannot be exchanged, they are exclusive. For instance, music, painting, and so forth.
Right now, Companies and even individuals are currently developing worthless NFTs.
The concept of NFTs is much improved when properly handled.
6. Dapp
Decentralized apps are Dapps. Instagram, Twitter, and Medium apps in the same way that there is a lot of decentralized blockchain app.
Curve, Yearn Finance, OpenSea, Axie Infinity, etc. are dapps.
7. DAOs
DAOs are member-owned and governed.
Consider it a company with a core group of contributors.
8. DeFi
We all utilize centrally regulated financial services. We fund these banks.
If you have $10,000 in your bank account, the bank can invest it and retain the majority of the profits.
We only get a penny back. Some banks offer poor returns. To secure a loan, we must trust the bank, divulge our information, and fill out lots of paperwork.
DeFi was built for such issues.
Decentralized banks are uncontrolled. Staking, liquidity, yield farming, and more can earn you money.
Web3 beginners should start with these resources.
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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:
(90% ~ 29 tweets per week) Inspirational quotes, mindfulness tips, zen stories, mistakes, myths, book recommendations, etc.
(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

Steffan Morris Hernandez
2 years ago
10 types of cognitive bias to watch out for in UX research & design
10 biases in 10 visuals
Cognitive biases are crucial for UX research, design, and daily life. Our biases distort reality.
After learning about biases at my UX Research bootcamp, I studied Erika Hall's Just Enough Research and used the Nielsen Norman Group's wealth of information. 10 images show my findings.
1. Bias in sampling
Misselection of target population members causes sampling bias. For example, you are building an app to help people with food intolerances log their meals and are targeting adult males (years 20-30), adult females (ages 20-30), and teenage males and females (ages 15-19) with food intolerances. However, a sample of only adult males and teenage females is biased and unrepresentative.
2. Sponsor Disparity
Sponsor bias occurs when a study's findings favor an organization's goals. Beware if X organization promises to drive you to their HQ, compensate you for your time, provide food, beverages, discounts, and warmth. Participants may endeavor to be neutral, but incentives and prizes may bias their evaluations and responses in favor of X organization.
In Just Enough Research, Erika Hall suggests describing the company's aims without naming it.
Third, False-Consensus Bias
False-consensus bias is when a person thinks others think and act the same way. For instance, if a start-up designs an app without researching end users' needs, it could fail since end users may have different wants. https://www.nngroup.com/videos/false-consensus-effect/
Working directly with the end user and employing many research methodologies to improve validity helps lessen this prejudice. When analyzing data, triangulation can boost believability.
Bias of the interviewer
I struggled with this bias during my UX research bootcamp interviews. Interviewing neutrally takes practice and patience. Avoid leading questions that structure the story since the interviewee must interpret them. Nodding or smiling throughout the interview may subconsciously influence the interviewee's responses.
The Curse of Knowledge
The curse of knowledge occurs when someone expects others understand a subject as well as they do. UX research interviews and surveys should reduce this bias because technical language might confuse participants and harm the research. Interviewing participants as though you are new to the topic may help them expand on their replies without being influenced by the researcher's knowledge.
Confirmation Bias
Most prevalent bias. People highlight evidence that supports their ideas and ignore data that doesn't. The echo chamber of social media creates polarization by promoting similar perspectives.
A researcher with confirmation bias may dismiss data that contradicts their research goals. Thus, the research or product may not serve end users.
Design biases
UX Research design bias pertains to study construction and execution. Design bias occurs when data is excluded or magnified based on human aims, assumptions, and preferences.
The Hawthorne Impact
Remember when you behaved differently while the teacher wasn't looking? When you behaved differently without your parents watching? A UX research study's Hawthorne Effect occurs when people modify their behavior because you're watching. To escape judgment, participants may act and speak differently.
To avoid this, researchers should blend into the background and urge subjects to act alone.
The bias against social desire
People want to belong to escape rejection and hatred. Research interviewees may mislead or slant their answers to avoid embarrassment. Researchers should encourage honesty and confidentiality in studies to address this. Observational research may reduce bias better than interviews because participants behave more organically.
Relative Time Bias
Humans tend to appreciate recent experiences more. Consider school. Say you failed a recent exam but did well in the previous 7 exams. Instead, you may vividly recall the last terrible exam outcome.
If a UX researcher relies their conclusions on the most recent findings instead of all the data and results, recency bias might occur.
I hope you liked learning about UX design, research, and real-world biases.

Rachel Greenberg
3 years ago
The Unsettling Fact VC-Backed Entrepreneurs Don't Want You to Know
What they'll do is scarier.
My acquaintance recently joined a VC-funded startup. Money, equity, and upside possibilities were nice, but he had a nagging dread.
They just secured a $40M round and are hiring like crazy to prepare for their IPO in two years. All signals pointed to this startup's (a B2B IT business in a stable industry) success, and its equity-holding workers wouldn't pass that up.
Five months after starting the work, my friend struggled with leaving. We might overlook the awful culture and long hours at the proper price. This price plus the company's fate and survival abilities sent my friend departing in an unpleasant unplanned resignation before jumping on yet another sinking ship.
This affects founders. This affects VC-backed companies (and all businesses). This affects anyone starting, buying, or running a business.
Here's the under-the-table approach that's draining VC capital, leaving staff terrified (or jobless), founders rattled, and investors upset. How to recognize, solve, and avoid it
The unsettling reality behind door #1
You can't raise money off just your looks, right? If "looks" means your founding team's expertise, then maybe. In my friend's case, the founding team's strong qualifications and track records won over investors before talking figures.
They're hardly the only startup to raise money without a profitable customer acquisition strategy. Another firm raised money for an expensive sleep product because it's eco-friendly. They were off to the races with a few keywords and key players.
Both companies, along with numerous others, elected to invest on product development first. Company A employed all the tech, then courted half their market (they’re a tech marketplace that connects two parties). Company B spent millions on R&D to create a palatable product, then flooded the world with marketing.
My friend is on Company B's financial team, and he's seen where they've gone wrong. It's terrible.
Company A (tech market): Growing? Not quite. To achieve the ambitious expansion they (and their investors) demand, they've poured much of their little capital into salespeople: Cold-calling commission and salary salesmen. Is it working? Considering attrition and companies' dwindling capital, I don't think so.
Company B (green sleep) has been hiring, digital marketing, and opening new stores like crazy. Growing expenses should result in growing revenues and a favorable return on investment; if you grow too rapidly, you may neglect to check that ROI.
Once Company A cut headcount and Company B declared “going concerned”, my friend realized both startups had the same ailment and didn't recognize it.
I shouldn't have to ask a friend to verify a company's cash reserves and profitability to spot a financial problem. It happened anyhow.
The frightening part isn't that investors were willing to invest millions without product-market fit, CAC, or LTV estimates. That's alarming, but not as scary as the fact that startups aren't understanding the problem until VC rounds have dried up.
When they question consultants if their company will be around in 6 months. It’s a red flag. How will they stretch $20M through a 2-year recession with a $3M/month burn rate and no profitability? Alarms go off.
Who's in danger?
In a word, everyone who raised money without a profitable client acquisition strategy or enough resources to ride out dry spells.
Money mismanagement and poor priorities affect every industry (like sinking all your capital into your product, team, or tech, at the expense of probing what customer acquisition really takes and looks like).
This isn't about tech, real estate, or recession-proof luxury products. Fast, cheap, easy money flows into flashy-looking teams with buzzwords, trending industries, and attractive credentials.
If these companies can't show progress or get a profitable CAC, they can't raise more money. They die if they can't raise more money (or slash headcount and find shoestring budget solutions until they solve the real problem).
The kiss of death (and how to avoid it)
If you're running a startup and think raising VC is the answer, pause and evaluate. Do you need the money now?
I'm not saying VC is terrible or has no role. Founders have used it as a Band-Aid for larger, pervasive problems. Venture cash isn't a crutch for recruiting consumers profitably; it's rocket fuel to get you what and who you need.
Pay-to-play isn't a way to throw money at the wall and hope for a return. Pay-to-play works until you run out of money, and if you haven't mastered client acquisition, your cash will diminish quickly.
How can you avoid this bottomless pit? Tips:
Understand your burn rate
Keep an eye on your growth or profitability.
Analyze each and every marketing channel and initiative.
Make lucrative customer acquisition strategies and satisfied customers your top two priorities. not brand-new products. not stellar hires. avoid the fundraising rollercoaster to save time. If you succeed in these two tasks, investors will approach you with their thirsty offers rather than the other way around, and your cash reserves won't diminish as a result.
Not as much as your grandfather
My family friend always justified expensive, impractical expenditures by saying it was only monopoly money. In business, startups, and especially with money from investors expecting a return, that's not true.
More founders could understand that there isn't always another round if they viewed VC money as their own limited pool. When the well runs dry, you must refill it or save the day.
Venture financing isn't your grandpa's money. A discerning investor has entrusted you with dry powder in the hope that you'll use it wisely, strategically, and thoughtfully. Use it well.
