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.

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.

Ajay Shrestha
2 years ago
Bitcoin's technical innovation: addressing the issue of the Byzantine generals
The 2008 Bitcoin white paper solves the classic computer science consensus problem.
Issue Statement
The Byzantine Generals Problem (BGP) is called after an allegory in which several generals must collaborate and attack a city at the same time to win (figure 1-left). Any general who retreats at the last minute loses the fight (figure 1-right). Thus, precise messengers and no rogue generals are essential. This is difficult without a trusted central authority.
In their 1982 publication, Leslie Lamport, Robert Shostak, and Marshall Please termed this topic the Byzantine Generals Problem to simplify distributed computer systems.
Consensus in a distributed computer network is the issue. Reaching a consensus on which systems work (and stay in the network) and which don't makes maintaining a network tough (i.e., needs to be removed from network). Challenges include unreliable communication routes between systems and mis-reporting systems.
Solving BGP can let us construct machine learning solutions without single points of failure or trusted central entities. One server hosts model parameters while numerous workers train the model. This study describes fault-tolerant Distributed Byzantine Machine Learning.
Bitcoin invented a mechanism for a distributed network of nodes to agree on which transactions should go into the distributed ledger (blockchain) without a trusted central body. It solved BGP implementation. Satoshi Nakamoto, the pseudonymous bitcoin creator, solved the challenge by cleverly combining cryptography and consensus mechanisms.
Disclaimer
This is not financial advice. It discusses a unique computer science solution.
Bitcoin
Bitcoin's white paper begins:
“A purely peer-to-peer version of electronic cash would allow online payments to be sent directly from one party to another without going through a financial institution.” Source: https://www.ussc.gov/sites/default/files/pdf/training/annual-national-training-seminar/2018/Emerging_Tech_Bitcoin_Crypto.pdf
Bitcoin's main parts:
The open-source and versioned bitcoin software that governs how nodes, miners, and the bitcoin token operate.
The native kind of token, known as a bitcoin token, may be created by mining (up to 21 million can be created), and it can be transferred between wallet addresses in the bitcoin network.
Distributed Ledger, which contains exact copies of the database (or "blockchain") containing each transaction since the first one in January 2009.
distributed network of nodes (computers) running the distributed ledger replica together with the bitcoin software. They broadcast the transactions to other peer nodes after validating and accepting them.
Proof of work (PoW) is a cryptographic requirement that must be met in order for a miner to be granted permission to add a new block of transactions to the blockchain of the cryptocurrency bitcoin. It takes the form of a valid hash digest. In order to produce new blocks on average every 10 minutes, Bitcoin features a built-in difficulty adjustment function that modifies the valid hash requirement (length of nonce). PoW requires a lot of energy since it must continually generate new hashes at random until it satisfies the criteria.
The competing parties known as miners carry out continuous computing processing to address recurrent cryptography issues. Transaction fees and some freshly minted (mined) bitcoin are the rewards they receive. The amount of hashes produced each second—or hash rate—is a measure of mining capacity.
Cryptography, decentralization, and the proof-of-work consensus method are Bitcoin's most unique features.
Bitcoin uses encryption
Bitcoin employs this established cryptography.
Hashing
digital signatures based on asymmetric encryption
Hashing (SHA-256) (SHA-256)
Hashing converts unique plaintext data into a digest. Creating the plaintext from the digest is impossible. Bitcoin miners generate new hashes using SHA-256 to win block rewards.
A new hash is created from the current block header and a variable value called nonce. To achieve the required hash, mining involves altering the nonce and re-hashing.
The block header contains the previous block hash and a Merkle root, which contains hashes of all transactions in the block. Thus, a chain of blocks with increasing hashes links back to the first block. Hashing protects new transactions and makes the bitcoin blockchain immutable. After a transaction block is mined, it becomes hard to fabricate even a little entry.
Asymmetric Cryptography Digital Signatures
Asymmetric cryptography (public-key encryption) requires each side to have a secret and public key. Public keys (wallet addresses) can be shared with the transaction party, but private keys should not. A message (e.g., bitcoin payment record) can only be signed by the owner (sender) with the private key, but any node or anybody with access to the public key (visible in the blockchain) can verify it. Alex will submit a digitally signed transaction with a desired amount of bitcoin addressed to Bob's wallet to a node to send bitcoin to Bob. Alex alone has the secret keys to authorize that amount. Alex's blockchain public key allows anyone to verify the transaction.
Solution
Now, apply bitcoin to BGP. BGP generals resemble bitcoin nodes. The generals' consensus is like bitcoin nodes' blockchain block selection. Bitcoin software on all nodes can:
Check transactions (i.e., validate digital signatures)
2. Accept and propagate just the first miner to receive the valid hash and verify it accomplished the task. The only way to guess the proper hash is to brute force it by repeatedly producing one with the fixed/current block header and a fresh nonce value.
Thus, PoW and a dispersed network of nodes that accept blocks from miners that solve the unfalsifiable cryptographic challenge solve consensus.
Suppose:
Unreliable nodes
Unreliable miners
Bitcoin accepts the longest chain if rogue nodes cause divergence in accepted blocks. Thus, rogue nodes must outnumber honest nodes in accepting/forming the longer chain for invalid transactions to reach the blockchain. As of November 2022, 7000 coordinated rogue nodes are needed to takeover the bitcoin network.
Dishonest miners could also try to insert blocks with falsified transactions (double spend, reverse, censor, etc.) into the chain. This requires over 50% (51% attack) of miners (total computational power) to outguess the hash and attack the network. Mining hash rate exceeds 200 million (source). Rewards and transaction fees encourage miners to cooperate rather than attack. Quantum computers may become a threat.
Visit my Quantum Computing post.
Quantum computers—what are they? Quantum computers will have a big influence. towardsdatascience.com
Nodes have more power than miners since they can validate transactions and reject fake blocks. Thus, the network is secure if honest nodes are the majority.
Summary
Table 1 compares three Byzantine Generals Problem implementations.
Bitcoin white paper and implementation solved the consensus challenge of distributed systems without central governance. It solved the illusive Byzantine Generals Problem.
Resources
Resources
Source-code for Bitcoin Core Software — https://github.com/bitcoin/bitcoin
Bitcoin white paper — https://bitcoin.org/bitcoin.pdf
https://www.microsoft.com/en-us/research/publication/byzantine-generals-problem/
https://www.microsoft.com/en-us/research/uploads/prod/2016/12/The-Byzantine-Generals-Problem.pdf
Genuinely Distributed Byzantine Machine Learning, El-Mahdi El-Mhamdi et al., 2020. ACM, New York, NY, https://doi.org/10.1145/3382734.3405695
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Matthew O'Riordan
3 years ago
Trends in SaaS Funding from 2016 to 2022
Christopher Janz of Point Nine Capital created the SaaS napkin in 2016. This post shows how founders have raised cash in the last 6 years. View raw data.
Round size
Unsurprisingly, round sizes have expanded and will taper down in 2022. In 2016, pre-seed rounds were $200k to $500k; currently, they're $1-$2m. Despite the macroeconomic scenario, Series A have expanded from $3m to $12m in 2016 to $6m and $18m in 2022.
Valuation
There are hints that valuations are rebounding this year. Pre-seed valuations in 2022 are $12m from $3m in 2016, and Series B prices are $270m from $100m in 2016.
Compared to public SaaS multiples, Series B valuations more closely reflect the market, but Seed and Series A prices seem to be inflated regardless of the market.
I'd like to know how each annual cohort performed for investors, based on the year they invested and the valuations. I can't access this information.
ARR
Seed firms' ARR forecasts have risen from $0 to $0.6m to $0 to $1m. 2016 expected $1.2m to $3m, 2021 $0.5m to $4m, and this year $0.5m to $2.5m, suggesting that Series A firms may raise with less ARR today. Series B minutes fell from $4.2m to $3m.
Capitalization Rate
2022 is the year that VCs start discussing capital efficiency in portfolio meetings. Given the economic shift in the markets and the stealthy VC meltdown, it's not surprising. Christopher Janz added capital efficiency to the SaaS Napkin as a new statistic for Series A (3.5x) and Series B. (2.5x). Your investors must live under a rock if they haven't asked about capital efficiency. If you're unsure:
The Capital Efficiency Ratio is the ratio of how much a company has spent growing revenue and how much they’re receiving in return. It is the broadest measure of company effectiveness in generating ARR
What next?
No one knows what's next, including me. All startup and growing enterprises around me are tightening their belts and extending their runways in anticipation of a difficult fundraising ride. If you're wanting to raise money but can wait, wait till the market is more stable and access to money is easier.

Gareth Willey
3 years ago
I've had these five apps on my phone for a long time.
TOP APPS
Who survives spring cleaning?
Relax. Notion is off-limits. This topic is popular.
(I wrote about it 2 years ago, before everyone else did.) So).
These apps are probably new to you. I hope you find a new phone app after reading this.
Outdooractive
ViewRanger is Google Maps for outdoor enthusiasts.
This app has been so important to me as a freedom-loving long-distance walker and hiker.
This app shows nearby trails and right-of-ways on top of an Open Street Map.
Helpful detail and data. Any route's distance,
You can download and follow tons of routes planned by app users.
This has helped me find new routes and places a fellow explorer has tried.
Free with non-intrusive ads. Years passed before I subscribed. Pro costs £2.23/month.
This app is for outdoor lovers.
Google Files
New phones come with bloatware. These rushed apps are frustrating.
We must replace these apps. 2017 was Google's year.
Files is a file manager. It's quick, innovative, and clean. They've given people what they want.
It's easy to organize files, clear space, and clear cache.
I recommend Gallery by Google as a gallery app alternative. It's quick and easy.
Trainline
App for trains, buses, and coaches.
I've used this app for years. It did the basics well when I first used it.
Since then, it's improved. It's constantly adding features to make traveling easier and less stressful.
Split-ticketing helps me save hundreds a year on train fares. This app is only available in the UK and Europe.
This service doesn't link to a third-party site. Their app handles everything.
Not all train and coach companies use this app. All the big names are there, though.
Here's more on the app.
Battlefield: Mobile
Play Store has 478,000 games. Few can turn my phone into a console.
Call of Duty Mobile and Asphalt 8/9 are examples.
Asphalt's loot boxes and ads make it unplayable. Call of Duty opens with a few ads. Close them to play without hassle.
This game uses all your phone's features to provide a high-quality, seamless experience. If my internet connection is good, I never experience lag or glitches.
The gameplay is energizing and intense, just like on consoles. Sometimes I'm too involved. I've thrown my phone in anger. I'm totally absorbed.
Customizability is my favorite. Since phones have limited screen space, we should only have the buttons we need, placed conveniently.
Size, opacity, and position are modifiable. Adjust audio, graphics, and textures. It's customizable.
This game has been on my phone for three years. It began well and has gotten better. When I think the creators can't do more, they do.
If you play, read my tips for winning a Battle Royale.
Lightroom
As a photographer, I believe your best camera is on you. The phone.
2017 was a big year for this app. I've tried many photo-editing apps since then. This always wins.
The app is dull. I've never seen better photo editing on a phone.
Adjusting settings and sliders doesn't damage or compress photos. It's detailed.
This is important for phone photos, which are lower quality than professional ones.
Some tools are behind a £4.49/month paywall. Adobe must charge a subscription fee instead of selling licenses. (I'm still bitter about Creative Cloud's price)
Snapseed is my pick. Lightroom is where I do basic editing before moving to Snapseed. Snapseed review:
These apps are great. They cover basic and complex editing needs while traveling.
Final Reflections
I hope you downloaded one of these. Share your favorite apps. These apps are scarce.

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.