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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
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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.
Scott Hickmann
3 years ago
Welcome
Welcome to Integrity's Web3 community!
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Will Lockett
2 years ago
There Is A New EV King in Town
McMurtry Spéirling outperforms Tesla in speed and efficiency.
EVs were ridiculously slow for decades. However, the 2008 Tesla Roadster revealed that EVs might go extraordinarily fast. The Tesla Model S Plaid and Rimac Nevera are the fastest-accelerating road vehicles, despite combustion-engined road cars dominating the course. A little-known firm beat Tesla and Rimac in the 0-60 race, beat F1 vehicles on a circuit, and boasts a 350-mile driving range. The McMurtry Spéirling is completely insane.
Mat Watson of CarWow, a YouTube megastar, was recently handed a Spéirling and access to Silverstone Circuit (view video above). Mat ran a quarter-mile on Silverstone straight with former F1 driver Max Chilton. The little pocket-rocket automobile touched 100 mph in 2.7 seconds, completed the quarter mile in 7.97 seconds, and hit 0-60 in 1.4 seconds. When looking at autos quickly, 0-60 times can seem near. The Tesla Model S Plaid does 0-60 in 1.99 seconds, which is comparable to the Spéirling. Despite the meager statistics, the Spéirling is nearly 30% faster than Plaid!
My vintage VW Golf 1.4s has an 8.8-second 0-60 time, whereas a BMW Z4 3.0i is 30% faster (with a 0-60 time of 6 seconds). I tried to beat a Z4 off the lights in my Golf, but the Beamer flew away. If they challenge the Spéirling in a Model S Plaid, they'll feel as I did. Fast!
Insane quarter-mile drag time. Its road car record is 7.97 seconds. A Dodge Demon, meant to run extremely fast quarter miles, finishes so in 9.65 seconds, approximately 20% slower. The Rimac Nevera's 8.582-second quarter-mile record was miles behind drag racing. This run hampered the Spéirling. Because it was employing gearing that limited its top speed to 150 mph, it reached there in a little over 5 seconds without accelerating for most of the quarter mile! McMurtry can easily change the gearing, making the Spéirling run quicker.
McMurtry did this how? First, the Spéirling is a tiny single-seater EV with a 60 kWh battery pack, making it one of the lightest EVs ever. The 1,000-hp Spéirling has more than one horsepower per kg. The Nevera has 0.84 horsepower per kg and the Plaid 0.44.
However, you cannot simply construct a car light and power it. Instead of accelerating, it would spin. This makes the Spéirling a fan car. Its huge fans create massive downforce. These fans provide the Spéirling 2 tonnes of downforce while stationary, so you could park it on the ceiling. Its fast 0-60 time comes from its downforce, which lets it deliver all that power without wheel spin.
It also possesses complete downforce at all speeds, allowing it to tackle turns faster than even race vehicles. Spéirlings overcame VW IDRs and F1 cars to set the Goodwood Hill Climb record (read more here). The Spéirling is a dragstrip winner and track dominator, unlike the Plaid and Nevera.
The Spéirling is astonishing for a single-seater. Fan-generated downforce is more efficient than wings and splitters. It also means the vehicle has very minimal drag without the fan. The Spéirling can go 350 miles per charge (WLTP) or 20-30 minutes at full speed on a track despite its 60 kWh battery pack. The G-forces would hurt your neck before the battery died if you drove around a track for longer. The Spéirling can charge at over 200 kW in about 30 minutes. Thus, driving to track days, having fun, and returning is possible. Unlike other high-performance EVs.
Tesla, Rimac, or Lucid will struggle to defeat the Spéirling. They would need to build a fan automobile because adding power to their current vehicle would make it uncontrollable. The EV and automobile industries now have a new, untouchable performance king.

Tora Northman
3 years ago
Pixelmon NFTs are so bad, they are almost good!
Bored Apes prices continue to rise, HAPEBEAST launches, Invisible Friends hype continues to grow. Sadly, not all projects are as successful.
Of course, there are many factors to consider when buying an NFT. Is the project a scam? Will the reveal derail the project? Possibly, but when Pixelmon first teased its launch, it generated a lot of buzz.
With a primary sale mint price of 3 ETH ($8,100 USD), it started as an expensive project, with plenty of fans willing to invest in what was sold as a game. After it was revealed, it fell rapidly.
Why? It was overpromised and under delivered.
According to the project's creator[^1], the funds generated will be used to develop the artwork. "The Pixelmon reveal was wrong. This is what our Pixelmon look like in-game. "Despite the fud, I will not go anywhere," he wrote on Twitter. The goal remains. The funds will still be used to build our game. I will finish this project."
The project raised $70 million USD, but the NFTs buyers received were not the project's original teasers. Some call it "the worst NFT project ever," while others call it a complete scam.
But there's hope for some buyers. Kevin emerged from the ashes as the project was roasted over the fire.
A Minecraft character meets Salad Fingers - that's Kevin. He's a frog-like creature whose reveal was such a terrible NFT that it became part of history – and a meme.
If you're laughing at people paying $8K for a silly pixelated image, you might need to take it back. Precisely because of this, lucky holders who minted Kevin have been able to sell the now-memed NFT for over 8 ETH (around $24,000 USD), with some currently listed for 100 ETH.
Of course, Twitter has been awash in memes mocking those who invested in the project, because what else can you do when so many people lose money?
It's still unclear if the NFT project is a scam, but the team behind it was hired on Upwork. There's still hope for redemption, but Kevin's rise to fame appears to be the only positive outcome so far.
[^1] This is not the first time the creator (A 20-yo New Zealanders) has sought money via an online platform and had people claiming he under-delivered. He raised $74,000 on Kickstarter for a card game called Psycho Chicken. There are hundreds of comments on the Kickstarter project saying they haven't received the product and pleading for a refund or an update.

Matthew Cluff
3 years ago
GTO Poker 101
"GTO" (Game Theory Optimal) has been used a lot in poker recently. To clarify its meaning and application, the aim of this article is to define what it is, when to use it when playing, what strategies to apply for how to play GTO poker, for beginner and more advanced players!
Poker GTO
In poker, you can choose between two main winning strategies:
Exploitative play maximizes expected value (EV) by countering opponents' sub-optimal plays and weaker tendencies. Yes, playing this way opens you up to being exploited, but the weaker opponents you're targeting won't change their game to counteract this, allowing you to reap maximum profits over the long run.
GTO (Game-Theory Optimal): You try to play perfect poker, which forces your opponents to make mistakes (which is where almost all of your profit will be derived from). It mixes bluffs or semi-bluffs with value bets, clarifies bet sizes, and more.
GTO vs. Exploitative: Which is Better in Poker?
Before diving into GTO poker strategy, it's important to know which of these two play styles is more profitable for beginners and advanced players. The simple answer is probably both, but usually more exploitable.
Most players don't play GTO poker and can be exploited in their gameplay and strategy, allowing for more profits to be made using an exploitative approach. In fact, it’s only in some of the largest games at the highest stakes that GTO concepts are fully utilized and seen in practice, and even then, exploitative plays are still sometimes used.
Knowing, understanding, and applying GTO poker basics will create a solid foundation for your poker game. It's also important to understand GTO so you can deviate from it to maximize profits.
GTO Poker Strategy
According to Ed Miller's book "Poker's 1%," the most fundamental concept that only elite poker players understand is frequency, which could be in relation to cbets, bluffs, folds, calls, raises, etc.
GTO poker solvers (downloadable online software) give solutions for how to play optimally in any given spot and often recommend using mixed strategies based on select frequencies.
In a river situation, a solver may tell you to call 70% of the time and fold 30%. It may also suggest calling 50% of the time, folding 35% of the time, and raising 15% of the time (with a certain range of hands).
Frequencies are a fundamental and often unrecognized part of poker, but they run through these 5 GTO concepts.
1. Preflop ranges
To compensate for positional disadvantage, out-of-position players must open tighter hand ranges.
Premium starting hands aren't enough, though. Considering GTO poker ranges and principles, you want a good, balanced starting hand range from each position with at least some hands that can make a strong poker hand regardless of the flop texture (low, mid, high, disconnected, etc).
Below is a GTO preflop beginner poker chart for online 6-max play, showing which hand ranges one should open-raise with. Table positions are color-coded (see key below).
NOTE: For GTO play, it's advisable to use a mixed strategy for opening in the small blind, combining open-limps and open-raises for various hands. This cannot be illustrated with the color system used for the chart.
Choosing which hands to play is often a math problem, as discussed below.
Other preflop GTO poker charts include which hands to play after a raise, which to 3bet, etc. Solvers can help you decide which preflop hands to play (call, raise, re-raise, etc.).
2. Pot Odds
Always make +EV decisions that profit you as a poker player. Understanding pot odds (and equity) can help.
Postflop Pot Odds
Let’s say that we have JhTh on a board of 9h8h2s4c (open-ended straight-flush draw). We have $40 left and $50 in the pot. He has you covered and goes all-in. As calling or folding are our only options, playing GTO involves calculating whether a call is +EV or –EV. (The hand was empty.)
Any remaining heart, Queen, or 7 wins the hand. This means we can improve 15 of 46 unknown cards, or 32.6% of the time.
What if our opponent has a set? The 4h or 2h could give us a flush, but it could also give the villain a boat. If we reduce outs from 15 to 14.5, our equity would be 31.5%.
We must now calculate pot odds.
(bet/(our bet+pot)) = pot odds
= $50 / ($40 + $90)
= $40 / $130
= 30.7%
To make a profitable call, we need at least 30.7% equity. This is a profitable call as we have 31.5% equity (even if villain has a set). Yes, we will lose most of the time, but we will make a small profit in the long run, making a call correct.
Pot odds aren't just for draws, either. If an opponent bets 50% pot, you get 3 to 1 odds on a call, so you must win 25% of the time to be profitable. If your current hand has more than 25% equity against your opponent's perceived range, call.
Preflop Pot Odds
Preflop, you raise to 3bb and the button 3bets to 9bb. You must decide how to act. In situations like these, we can actually use pot odds to assist our decision-making.
This pot is:
(our open+3bet size+small blind+big blind)
(3bb+9bb+0.5bb+1bb)
= 13.5
This means we must call 6bb to win a pot of 13.5bb, which requires 30.7% equity against the 3bettor's range.
Three additional factors must be considered:
Being out of position on our opponent makes it harder to realize our hand's equity, as he can use his position to put us in tough spots. To profitably continue against villain's hand range, we should add 7% to our equity.
Implied Odds / Reverse Implied Odds: The ability to win or lose significantly more post-flop (than pre-flop) based on our remaining stack.
While statistics on 3bet stats can be gained with a large enough sample size (i.e. 8% 3bet stat from button), the numbers don't tell us which 8% of hands villain could be 3betting with. Both polarized and depolarized charts below show 8% of possible hands.
7.4% of hands are depolarized.
Polarized Hand range (7.54%):
Each hand range has different contents. We don't know if he 3bets some hands and calls or folds others.
Using an exploitable strategy can help you play a hand range correctly. The next GTO concept will make things easier.
3. Minimum Defense Frequency:
This concept refers to the % of our range we must continue with (by calling or raising) to avoid being exploited by our opponents. This concept is most often used off-table and is difficult to apply in-game.
These beginner GTO concepts will help your decision-making during a hand, especially against aggressive opponents.
MDF formula:
MDF = POT SIZE/(POT SIZE+BET SIZE)
Here's a poker GTO chart of common bet sizes and minimum defense frequency.
Take the number of hand combos in your starting hand range and use the MDF to determine which hands to continue with. Choose hands with the most playability and equity against your opponent's betting range.
Say you open-raise HJ and BB calls. Qh9h6c flop. Your opponent leads you for a half-pot bet. MDF suggests keeping 67% of our range.
Using the above starting hand chart, we can determine that the HJ opens 254 combos:
We must defend 67% of these hands, or 170 combos, according to MDF. Hands we should keep include:
Flush draws
Open-Ended Straight Draws
Gut-Shot Straight Draws
Overcards
Any Pair or better
So, our flop continuing range could be:
Some highlights:
Fours and fives have little chance of improving on the turn or river.
We only continue with AX hearts (with a flush draw) without a pair or better.
We'll also include 4 AJo combos, all of which have the Ace of hearts, and AcJh, which can block a backdoor nut flush combo.
Let's assume all these hands are called and the turn is blank (2 of spades). Opponent bets full-pot. MDF says we must defend 50% of our flop continuing range, or 85 of 170 combos, to be unexploitable. This strategy includes our best flush draws, straight draws, and made hands.
Here, we keep combining:
Nut flush draws
Pair + flush draws
GS + flush draws
Second Pair, Top Kicker+
One combo of JJ that doesn’t block the flush draw or backdoor flush draw.
On the river, we can fold our missed draws and keep our best made hands. When calling with weaker hands, consider blocker effects and card removal to avoid overcalling and decide which combos to continue.
4. Poker GTO Bet Sizing
To avoid being exploited, balance your bluffs and value bets. Your betting range depends on how much you bet (in relation to the pot). This concept only applies on the river, as draws (bluffs) on the flop and turn still have equity (and are therefore total bluffs).
On the flop, you want a 2:1 bluff-to-value-bet ratio. On the flop, there won't be as many made hands as on the river, and your bluffs will usually contain equity. The turn should have a "bluffing" ratio of 1:1. Use the chart below to determine GTO river bluff frequencies (relative to your bet size):
This chart relates to your opponent's pot odds. If you bet 50% pot, your opponent gets 3:1 odds and must win 25% of the time to call. Poker GTO theory suggests including 25% bluff combinations in your betting range so you're indifferent to your opponent calling or folding.
Best river bluffs don't block hands you want your opponent to have (or not have). For example, betting with missed Ace-high flush draws is often a mistake because you block a missed flush draw you want your opponent to have when bluffing on the river (meaning that it would subsequently be less likely he would have it, if you held two of the flush draw cards). Ace-high usually has some river showdown value.
If you had a 3-flush on the river and wanted to raise, you could bluff raise with AX combos holding the bluff suit Ace. Blocking the nut flush prevents your opponent from using that combo.
5. Bet Sizes and Frequency
GTO beginner strategies aren't just bluffs and value bets. They show how often and how much to bet in certain spots. Top players have benefited greatly from poker solvers, which we'll discuss next.
GTO Poker Software
In recent years, various poker GTO solvers have been released to help beginner, intermediate, and advanced players play balanced/GTO poker in various situations.
PokerSnowie and PioSolver are popular GTO and poker study programs.
While you can't compute players' hand ranges and what hands to bet or check with in real time, studying GTO play strategies with these programs will pay off. It will improve your poker thinking and understanding.
Solvers can help you balance ranges, choose optimal bet sizes, and master cbet frequencies.
GTO Poker Tournament
Late-stage tournaments have shorter stacks than cash games. In order to follow GTO poker guidelines, Nash charts have been created, tweaked, and used for many years (and also when to call, depending on what number of big blinds you have when you find yourself shortstacked).
The charts are for heads-up push/fold. In a multi-player game, the "pusher" chart can only be used if play is folded to you in the small blind. The "caller" chart can only be used if you're in the big blind and assumes a small blind "pusher" (with a much wider range than if a player in another position was open-shoving).
Divide the pusher chart's numbers by 2 to see which hand to use from the Button. Divide the original chart numbers by 4 to find the CO's pushing range. Some of the figures will be impossible to calculate accurately for the CO or positions to the right of the blinds because the chart's highest figure is "20+" big blinds, which is also used for a wide range of hands in the push chart.
Both of the GTO charts below are ideal for heads-up play, but exploitable HU shortstack strategies can lead to more +EV decisions against certain opponents. Following the charts will make your play GTO and unexploitable.
Poker pro Max Silver created the GTO push/fold software SnapShove. (It's accessible online at www.snapshove.com or as iOS or Android apps.)
Players can access GTO shove range examples in the full version. (You can customize the number of big blinds you have, your position, the size of the ante, and many other options.)
In Conclusion
Due to the constantly changing poker landscape, players are always improving their skills. Exploitable strategies often yield higher profit margins than GTO-based approaches, but knowing GTO beginner and advanced concepts can give you an edge for a few reasons.
It creates a solid gameplay base.
Having a baseline makes it easier to exploit certain villains.
You can avoid leveling wars with your opponents by making sound poker decisions based on GTO strategy.
It doesn't require assuming opponents' play styles.
Not results-oriented.
This is just the beginning of GTO and poker theory. Consider investing in the GTO poker solver software listed above to improve your game.
