That is, how to snipe all the rares without using ERC721R!

Introduction: Blessed and Lucky 

Mphers was the first mfers derivative, and as a Phunks derivative, I wanted one.

I wanted an alien. And there are only 8 in the 6,969 collection. I got one!

In case it wasn't clear from the tweet, I meant that I was lucky to have figured out how to 100% guarantee I'd get an alien without any extra luck.
Read on to find out how I did it, how you can too, and how developers can avoid it!
How to make rare NFTs without luck.

# How to mint rare NFTs without needing luck

For example, once I knew my alien was #4002, I simply refreshed the mint page until #3992 was minted, and then mint 10 mphers.

How did I know #4002 was extraterrestrial? Let's go back.

First, go to the mpher contract's Etherscan page and look up the tokenURI of a previously issued token, token #1:

As you can see, mphers creates metadata URIs by combining the token id and an IPFS hash.

This method gives you the collection's provenance in every URI, and while that URI can be changed, it affects everyone and is public.

Consider a token URI without a provenance hash, like https://mphers.art/api?tokenId=1.
As a collector, you couldn't be sure the devs weren't changing #1's metadata at will.
The API allows you to specify “if #4002 has not been minted, do not show any information about it”, whereas IPFS does not allow this.

It's possible to look up the metadata of any token, whether or not it's been minted.
Simply replace the trailing “1” with your desired id.

Mpher #4002

These files contain all the information about the mpher with the specified id. For my alien, we simply search all metadata files for the string “alien mpher.”

Take a look at the 6,969 meta-data files I'm using OpenSea's IPFS gateway, but you could use ipfs.io or something else.

Use curl to download ten files at once. Downloading thousands of files quickly can lead to duplicates or errors. But with a little tweaking, you should be able to get everything (and dupes are fine for our purposes).
Now that you have everything in one place, grep for aliens:

The numbers are the file names that contain “alien mpher” and thus the aliens' ids.
The entire process takes under ten minutes. This technique works on many NFTs currently minting.

In practice, manually minting at the right time to get the alien is difficult, especially when tokens mint quickly. Then write a bot to poll totalSupply() every second and submit the mint transaction at the exact right time.

You could even look for the token you need in the mempool before it is minted, and get your mint into the same block!

However, in my experience, the “big” approach wins 95% of the time—but not 100%.
“Am I being set up all along?”

Is a question you might ask yourself if you're new to this.
It's disheartening to think you had no chance of minting anything that someone else wanted.
But, did you have no opportunity? You had an equal chance as everyone else!
Take me, for instance: I figured this out using open-source tools and free public information. Anyone can do this, and not understanding how a contract works before minting will lead to much worse issues.

The mpher mint was fair.

While a fair game, “snipe the alien” may not have been everyone's cup of tea.
People may have had more fun playing the “mint lottery” where tokens were distributed at random and no one could gain an advantage over someone simply clicking the “mint” button.

How might we proceed?
Minting For Fashion Hats Punks, I wanted to create a random minting experience without sacrificing fairness. In my opinion, a predictable mint beats an unfair one. Above all, participants must be equal.

Sadly, the most common method of creating a random experience—the post-mint “reveal”—is deeply unfair. It works as follows:

• During the mint, token metadata is unavailable. Instead, tokenURI() returns a blank JSON file for each id.
• An IPFS hash is updated once all tokens are minted.
• You can't tell how the contract owner chose which token ids got which metadata, so it appears random.

Because they alone decide who gets what, the person setting the metadata clearly has a huge unfair advantage over the people minting. Unlike the mpher mint, you have no chance of winning here.
But what if it's a well-known, trusted, doxxed dev team? Are reveals okay here?
No! No one should be trusted with such power. Even if someone isn't consciously trying to cheat, they have unconscious biases. They might also make a mistake and not realize it until it's too late, for example.

You should also not trust yourself. Imagine doing a reveal, thinking you did it correctly (nothing is 100%! ), and getting the rarest NFT. Isn't that a tad odd Do you think you deserve it? An NFT developer like myself would hate to be in this situation.

Reveals are bad*

UNLESS they are done without trust, meaning everyone can verify their fairness without relying on the developers (which you should never do).
An on-chain reveal powered by randomness that is verifiably outside of anyone's control is the most common way to achieve a trustless reveal (e.g., through Chainlink).

Tubby Cats did an excellent job on this reveal, and I highly recommend their contract and launch reflections. Their reveal was also cool because it was progressive—you didn't have to wait until the end of the mint to find out.

In his post-launch reflections, @DefiLlama stated that he made the contract as trustless as possible, removing as much trust as possible from the team.

And @DefiLlama is a superstar developer. Imagine how much stress maximizing trustlessness will cause you!

That leaves me with a bad solution that works in 99 percent of cases and is much easier to implement: random token assignments.

Introducing ERC721R: A fully compliant IERC721 implementation that picks token ids at random.

ERC721R implements the opposite of a reveal: we mint token ids randomly and assign metadata deterministically.
This allows us to reveal all metadata prior to minting while reducing snipe chances.
Then import the contract and use this code:

What is ERC721R and how does it work

First, a disclaimer: ERC721R isn't truly random. In this sense, it creates the same “game” as the mpher situation, where minters compete to exploit the mint. However, ERC721R is a much more difficult game.
To game ERC721R, you need to be able to predict a hash value using these inputs:

This is impossible for a normal person because it requires knowledge of the block timestamp of your mint, which you do not have.

To do this, a miner must set the timestamp to a value in the future, and whatever they do is dependent on the previous block's hash, which expires in about ten seconds when the next block is mined.

This pseudo-randomness is “good enough,” but if big money is involved, it will be gamed. Of course, the system it replaces—predictable minting—can be manipulated.
The token id is chosen in a clever implementation of the Fisher–Yates shuffle algorithm that I copied from CryptoPhunksV2.

Consider first the naive solution: (a 10,000 item collection is assumed):

1. Make an array with 0–9999.
2. To create a token, pick a random item from the array and use that as the token's id.
3. Remove that value from the array and shorten it by one so that every index corresponds to an available token id.

This works, but it uses too much gas because changing an array's length and storing a large array of non-zero values is expensive.

How do we avoid them both? What if we started with a cheap 10,000-zero array? Let's assign an id to each index in that array.

Assume we pick index #6500 at random—#6500 is our token id, and we replace the 0 with a 1.

But what if we chose #6500 again? A 1 would indicate #6500 was taken, but then what? We can't just "roll again" because gas will be unpredictable and high, especially later mints.

This allows us to pick a token id 100% of the time without having to keep a separate list. Here's how it works:

1. Make a 10,000 0 array.
2. Create a 10,000 uint numAvailableTokens.
3. Pick a number between 0 and numAvailableTokens. -1
4. Think of #6500—look at index #6500. If it's 0, the next token id is #6500. If not, the value at index #6500 is your next token id (weird!)
5. Examine the array's last value, numAvailableTokens — 1. If it's 0, move the value at #6500 to the end of the array (#9999 if it's the first token). If the array's last value is not zero, update index #6500 to store it.
6. numAvailableTokens is decreased by 1.
7. Repeat 3–6 for the next token id.

So there you go! The array stays the same size, but we can choose an available id reliably. The Solidity code is as follows:

GitHub url

Unfortunately, this algorithm uses more gas than the leading sequential mint solution, ERC721A.

This is most noticeable when minting multiple tokens in one transaction—a 10 token mint on ERC721R costs 5x more than on ERC721A. That said, ERC721A has been optimized much further than ERC721R so there is probably room for improvement.

Conclusion

Listed below are your options:

• ERC721A: Minters pay lower gas but must spend time and energy devising and executing a competitive minting strategy or be comfortable with worse minting results.
• ERC721R: Higher gas, but the easy minting strategy of just clicking the button is optimal in all but the most extreme cases. If miners game ERC721R it’s the worst of both worlds: higher gas and a ton of work to compete.
• ERC721A + standard reveal: Low gas, but not verifiably fair. Please do not do this!
• ERC721A + trustless reveal: The best solution if done correctly, highly-challenging for dev, potential for difficult-to-correct errors.

Did I miss something? Comment or tweet me @dumbnamenumbers.
Check out the code on GitHub to learn more! Pull requests are welcome—I'm sure I've missed many gas-saving opportunities.

Thanks!

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VeeFriends is one of the most popular and unique NFT collections. VeeFriends launched around the same time as other PFP NFTs like Bored Ape Yacht Club.

Vaynerchuk (GaryVee) took a unique approach to his large-scale project, which has influenced the NFT ecosystem. GaryVee's VeeFriends is one of the most successful NFT membership use-cases, allowing him to build a community around his creative and business passions.

What is VeeFriends?

GaryVee's NFT collection, VeeFriends, was released on May 11, 2021. VeeFriends [Mini Drops], Book Games, and a forthcoming large-scale "Series 2" collection all stem from the initial drop of 10,255 tokens.

In "Series 1," there are G.O.O. tokens (Gary Originally Owned). GaryVee reserved 1,242 NFTs (over 12% of the supply) for his own collection, so only 9,013 were available at the Series 1 launch.

Each Series 1 token represents one of 268 human traits hand-drawn by Vaynerchuk. Gary Vee's NFTs offer owners incentives.

Who made VeeFriends?

Gary Vaynerchuk, AKA GaryVee, is influential in NFT. Vaynerchuk is the chairman of New York-based communications company VaynerX. Gary Vee, CEO of VaynerMedia, VaynerSports, and bestselling author, is worth $200 million.

GaryVee went from NFT collector to creator, launching VaynerNFT to help celebrities and brands.

Vaynerchuk's influence spans the NFT ecosystem as one of its most prolific voices. He's one of the most influential NFT figures, and his VeeFriends ecosystem keeps growing.

Vaynerchuk, a trend expert, thinks NFTs will be around for the rest of his life and VeeFriends will be a landmark project.

Why use VeeFriends NFTs?

The first VeeFriends collection has sold nearly $160 million via OpenSea. GaryVee insisted that the first 10,255 VeeFriends were just the beginning.

Book Games were announced to the VeeFriends community in August 2021. Mini Drops joined VeeFriends two months later.

Book Games

GaryVee's book "Twelve and a Half: Leveraging the Emotional Ingredients for Business Success" inspired Book Games. Even prior to the announcement Vaynerchuk had mapped out the utility of the book on an NFT scale. Book Games tied his book to the VeeFriends ecosystem and solidified its place in the collection.

GaryVee says Book Games is a layer 2 NFT project with 125,000 burnable tokens. Vaynerchuk's NFT fans were incentivized to buy as many copies of his new book as possible to receive NFT rewards later.

First, a bit about “layer 2.”

Layer 2 blockchain solutions help scale applications by routing transactions away from Ethereum Mainnet (layer 1). These solutions benefit from Mainnet's decentralized security model but increase transaction speed and reduce gas fees.

Polygon (integrated into OpenSea) and Immutable X are popular Ethereum layer 2 solutions. GaryVee chose Immutable X to reduce gas costs (transaction fees). Given the large supply of Book Games tokens, this decision will likely benefit the VeeFriends community, especially if the games run forever.

What's the strategy?

The VeeFriends patriarch announced on Aug. 27, 2021, that for every 12 books ordered during the Book Games promotion, customers would receive one NFT via airdrop. After nearly 100 days, GV sold over a million copies and announced that Book Games would go gamified on Jan. 10, 2022.

Immutable X's trading options make Book Games a "game." Book Games players can trade NFTs for other NFTs, sports cards, VeeCon tickets, and other prizes. Book Games can also whitelist other VeeFirends projects, which we'll cover in Series 2.

VeeFriends Mini Drops

GaryVee launched VeeFriends Mini Drops two months after Book Games, focusing on collaboration, scarcity, and the characters' "cultural longevity."

Spooky Vees, a collection of 31 1/1 Halloween-themed VeeFriends, was released on Halloween. First-come, first-served VeeFriend owners could claim these NFTs.

Mini Drops includes Gift Goat NFTs. By holding the Gift Goat VeeFriends character, collectors will receive 18 exclusive gifts curated by GaryVee and the team. Each gifting experience includes one physical gift and one NFT out of 555, to match the 555 Gift Goat tokens.

Gift Goat holders have gotten NFTs from Danny Cole (Creature World), Isaac "Drift" Wright (Where My Vans Go), Pop Wonder, and more.

GaryVee is poised to release the largest expansion of the VeeFriends and VaynerNFT ecosystem to date with VeeFriends Series 2.

VeeCon 101

By owning VeeFriends NFTs, collectors can join the VeeFriends community and attend VeeCon in 2022. The conference is only open to VeeCon NFT ticket holders (VeeFreinds + possibly more TBA) and will feature Beeple, Steve Aoki, and even Snoop Dogg.

The VeeFreinds floor in 2022 Q1 has remained at 16 ETH ($52,000), making VeeCon unattainable for most NFT enthusiasts. Why would someone spend that much crypto on a Minneapolis "superconference" ticket? Because of Gary Vaynerchuk.

Everything to know about VeeFriends Series 2

Vaynerchuk revealed in April 2022 that the VeeFriends ecosystem will grow by 55,555 NFTs after months of teasing.

With VeeFriends Series 2, each token will cost $995 USD in ETH, allowing NFT enthusiasts to join at a lower cost. The new series will be released on multiple dates in April.

Book Games NFT holders on the Friends List (whitelist) can mint Series 2 NFTs on April 12. Book Games holders have 32,000 NFTs.

VeeFriends Series 1 NFT holders can claim Series 2 NFTs on April 12. This allotment's supply is 10,255, like Series 1's.

On April 25, the public can buy 10,000 Series 2 NFTs. Unminted Friends List NFTs will be sold on this date, so this number may change.

The VeeFriends ecosystem will add 15 new characters (220 tokens each) on April 27. One character will be released per day for 15 days, and the only way to get one is to enter a daily raffle with Book Games tokens.

Series 2 NFTs won't give owners VeeCon access, but they will offer other benefits within the VaynerNFT ecosystem. Book Games and Series 2 will get new token burn mechanics in the upcoming drop.

Visit the VeeFriends blog for the latest collection info.

Where can you buy Gary Vee’s NFTs?

Need a VeeFriend NFT? Gary Vee recommends doing "50 hours of homework" before buying. OpenSea sells VeeFriends NFTs.

Unhappy community members accuse Yuga Labs of fraud, manipulation, and favoritism over Otherdeeds NFT mint.

Following the Otherdeeds NFT mint, disgruntled community members took to Twitter to criticize Yuga Labs' handling of the event.

Otherdeeds NFTs were a huge hit with the community, selling out almost instantly. Due to high demand, the launch increased Ethereum gas fees from 2.6 ETH to 5 ETH.

But the event displeased many people. Several users speculated that the mint was “planned to fail” so the group could advertise launching its own blockchain, as the team mentioned a chain migration in one tweet.

Others like Mark Beylin tweeted that he had "sold out" on all Ape-related NFT investments after Yuga Labs "revealed their true colors." Beylin also advised others to assume Yuga Labs' owners are “bad actors.”

Some users who failed to complete transactions claim they lost ETH. However, Yuga Labs promised to refund lost gas fees.

CryptoFinally, a Twitter user, claimed Yuga Labs gave BAYC members better land than non-members. Others who wanted to participate paid for shittier land, while BAYCS got the only worthwhile land.

The Otherdeed NFT drop also increased Ethereum's burn rate. Glassnode and Data Always reported nearly 70,000 ETH burned on mint day.

Let's examine the differences between the three main token types and their functions.

As Ethereum grew, the term "token" became a catch-all term for all assets built on the Ethereum blockchain. However, different tokens were grouped based on their applications and features, causing some confusion. Let's examine the modification of three main token types: security, utility, and non-fungible.

Utility tokens

They provide a specific utility benefit (or a number of such). A utility token is similar to a casino chip, a table game ticket, or a voucher. Depending on the terms of issuing, they can be earned and used in various ways. A utility token is a type of token that represents a tool or mechanism required to use the application in question. Like a service, a utility token's price is determined by supply and demand. Tokens can also be used as a bonus or reward mechanism in decentralized systems: for example, if you like someone's work, give them an upvote and they get a certain number of tokens. This is a way for authors or creators to earn money indirectly.

The most common way to use a utility token is to pay with them instead of cash for discounted goods or services.

Utility tokens are the most widely used by blockchain companies. Most cryptocurrency exchanges accept fees in native utility tokens.

Utility tokens can also be used as a reward. Companies tokenize their loyalty programs so that points can be bought and sold on blockchain exchanges. These tokens are widely used in decentralized companies as a bonus system. You can use utility tokens to reward creators for their contributions to a platform, for example. It also allows members to exchange tokens for specific bonuses and rewards on your site.

Unlike security tokens, which are subject to legal restrictions, utility tokens can be freely traded.

Security tokens

Security tokens are essentially traditional securities like shares, bonds, and investment fund units in a crypto token form.

The key distinction is that security tokens are typically issued by private firms (rather than public companies) that are not listed on stock exchanges and in which you can not invest right now. Banks and large venture funds used to be the only sources of funding. A person could only invest in private firms if they had millions of dollars in their bank account. Privately issued security tokens outperform traditional public stocks in terms of yield. Private markets grew 50% faster than public markets over the last decade, according to McKinsey Private Equity Research.

A security token is a crypto token whose value is derived from an external asset or company. So it is governed as security (read about the Howey test further in this article). That is, an ownership token derives its value from the company's valuation, assets on the balance sheet, or dividends paid to token holders.

Why are Security Tokens Important?

Cryptocurrency is a lucrative investment. Choosing from thousands of crypto assets can mean the difference between millionaire and bankrupt. Without security tokens, crypto investing becomes riskier and generating long-term profits becomes difficult. These tokens have lower risk than other cryptocurrencies because they are backed by real assets or business cash flows. So having them helps to diversify a portfolio and preserve the return on investment in riskier assets.

Security tokens open up new funding avenues for businesses. As a result, investors can invest in high-profit businesses that are not listed on the stock exchange.

The distinction between utility and security tokens isn't as clear as it seems. However, this increases the risk for token issuers, especially in the USA. The Howey test is the main pillar regulating judicial precedent in this area.

What is a Howey Test?

An "investment contract" is determined by the Howey Test, a lawsuit settled by the US Supreme Court. If it does, it's a security and must be disclosed and registered under the Securities Act of 1933 and the Securities Exchange Act of 1934.

If the SEC decides that a cryptocurrency token is a security, a slew of issues arise. In practice, this ensures that the SEC will decide when a token can be offered to US investors and if the project is required to file a registration statement with the SEC.

Due to the Howey test's extensive wording, most utility tokens will be classified as securities, even if not intended to be. Because of these restrictions, most ICOs are not available to US investors. When asked about ICOs in 2018, then-SEC Chairman Jay Clayton said they were securities. The given statement adds to the risk. If a company issues utility tokens without registering them as securities, the regulator may impose huge fines or even criminal charges.

What other documents regulate tokens?

Securities Act (1993) or Securities Exchange Act (1934) in the USA; MiFID directive and Prospectus Regulation in the EU. These laws require registering the placement of security tokens, limiting their transfer, but protecting investors.

Utility tokens have much less regulation. The Howey test determines whether a given utility token is a security. Tokens recognized as securities are now regulated as such. Having a legal opinion that your token isn't makes the implementation process much easier. Most countries don't have strict regulations regarding utility tokens except KYC (Know Your Client) and AML (Anti Money-Laundering).

As cryptocurrency and blockchain technologies evolve, more countries create UT regulations. If your company is based in the US, be aware of the Howey test and the Bank Secrecy Act. It classifies UTs and their issuance as money transmission services in most states, necessitating a license and strict regulations. Due to high regulatory demands, UT issuers try to avoid the United States as a whole. A new law separating utility tokens from bank secrecy act will be introduced in the near future, giving hope to American issuers.

The rest of the world has much simpler rules requiring issuers to create basic investor disclosures. For example, the latest European legislation (MiCA) allows businesses to issue utility tokens without regulator approval. They must also prepare a paper with all the necessary information for the investors.

A payment token is a utility token that is used to make a payment. They may be subject to electronic money laws. 

Because non-fungible tokens are a new instrument, there is no regulating paper yet. However, if the NFT is fractionalized, the smaller tokens acquired may be seen as securities.

NFT Tokens

Collectible tokens are also known as non-fungible tokens. Their distinctive feature is that they denote unique items such as artwork, merch, or ranks. Unlike utility tokens, which are fungible, meaning that two of the same tokens are identical, NFTs represent a unit of possession that is strictly one of a kind. In a way, NFTs are like baseball cards, each one unique and valuable.

As for today, the most recognizable NFT function is to preserve the fact of possession. Owning an NFT with a particular gif, meme, or sketch does not transfer the intellectual right to the possessor, but is analogous to owning an original painting signed by the author.

Collectible tokens can also be used as digital souvenirs, so to say. Businesses can improve their brand image by issuing their own branded NFTs, which represent ranks or achievements within the corporate ecosystem. Gamifying business ecosystems would allow people to connect with a brand and feel part of a community. 

Which type of tokens is right for you as a business to raise capital?

For most businesses, it's best to raise capital with security tokens by selling existing shares to global investors. Utility tokens aren't meant to increase in value over time, so leave them for gamification and community engagement. In a blockchain-based business, however, a utility token is often the lifeblood of the operation, and its appreciation potential is directly linked to the company's growth. You can issue multiple tokens at once, rather than just one type. It exposes you to various investors and maximizes the use of digital assets.

Which tokens should I buy?

There are no universally best tokens. Their volatility, industry, and risk-reward profile vary. This means evaluating tokens in relation to your overall portfolio and personal preferences: what industries do you understand best, what excites you, how do you approach taxes, and what is your planning horizon? To build a balanced portfolio, you need to know these factors.

Conclusion

The three most common types of tokens today are security, utility, and NFT. Security tokens represent stocks, mutual funds, and bonds. Utility tokens can be perceived as an inside-product "currency" or "ignition key" that grants you access to goods and services or empowers with other perks. NFTs are unique collectible units that identify you as the owner of something.

Although Mexico and Ukraine are thousands of miles apart, this legislation would link their responses.

Context

Ukraine was a Soviet republic until 1991. A significant proportion of the population, particularly in the east, is ethnically Russian. In February, the Russian military invaded Ukraine, intent on overthrowing its democratically elected government.

This could be the biggest European land invasion since WWII. In response, President Joe Biden sent 3,000 troops to NATO countries bordering Ukraine to help with Ukrainian refugees, with more troops possible if the situation worsened.

In July 2021, the US Border Patrol reported its highest monthly encounter total since March 2000. Some Republicans compare Biden's response to the Mexican border situation to his response to the Ukrainian border situation, though the correlation is unclear.

What the bills do

Two new Republican bills seek to link the US response to Ukraine to the situation in Mexico.

The Secure America's Borders First Act would prohibit federal funding for Ukraine until the US-Mexico border is “operationally controlled,” including a wall as promised by former President Donald Trump. (The bill even mandates a 30-foot-high wall.)

The USB (Ukraine and Southern Border) Act, introduced on February 8 by Rep. Matt Rosendale (R-MT0), would allow the US to support Ukraine, but only if the number of Armed Forces deployed there is less than the number deployed to the Mexican border. Madison Cawthorne introduced H.R. 6665 on February 9th (R-NC11).

What backers say

Supporters argue that even if the US should militarily assist Ukraine, our own domestic border situation should take precedence.

After failing to secure our own border and protect our own territorial integrity, ‘America Last' politicians on both sides of the aisle now tell us that we must do so for Ukraine. “Before rushing America into another foreign conflict over an Eastern European nation's border thousands of miles from our shores, they should first secure our southern border.”

“If Joe Biden truly cared about Americans, he would prioritize national security over international affairs,” Rep. Cawthorn said in a separate press release. The least we can do to secure our own country is send the same number of troops to the US-Mexico border to assist our border patrol agents working diligently to secure America.

What opponents say

The president has defended his Ukraine and Mexico policies, stating that both seek peace and diplomacy.

Our nations [the US and Mexico] have a long and complicated history, and we haven't always been perfect neighbors, but we have seen the power and purpose of cooperation,” Biden said in 2021. “We're safer when we work together, whether it's to manage our shared border or stop the pandemic. [In both the Obama and Biden administration], we made a commitment that we look at Mexico as an equal, not as somebody who is south of our border.”

No mistake: If Russia goes ahead with its plans, it will be responsible for a catastrophic and unnecessary war of choice. To protect our collective security, the United States and our allies are ready to defend every inch of NATO territory. We won't send troops into Ukraine, but we will continue to support the Ukrainian people... But, I repeat, Russia can choose diplomacy. It is not too late to de-escalate and return to the negotiating table.”

Odds of passage

The Secure America's Borders First Act has nine Republican sponsors. Either the House Armed Services or Foreign Affairs Committees may vote on it.

Rep. Paul Gosar, a Republican, co-sponsored the USB Act (R-AZ4). The House Armed Services Committee may vote on it.

With Republicans in control, passage is unlikely.

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. 

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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