10 Sneaker Terms Every Beginner Should Know
So you want to get into sneakers? Buying a few sneakers and figuring it out seems simple. Then you miss out on the weekend's instant-sellout releases, so you head to eBay, Twitter, or your local sneaker group to see what's available, since you're probably not ready to pay Flight Club prices just yet.
That's when you're bombarded with new nicknames, abbreviations, and general sneaker slang. It would take months to explain every word and sneaker, so here's a starter kit of ten simple terms to get you started. (Yeah, mostly Jordan. Does anyone really start with Kith or Nike SB?)
10. Colorways
Colorways are a common term in fashion, design, and other visual fields. It's just the product's color scheme. In the case of sneakers, the colorway is often as important as the actual model. Are this year's "Chicago" Air Jordan 1s more durable than last year's "Black/Gum" colorway? Because of their colorway and rarity, the Chicagos are worth roughly three pairs of the Black/Gum kicks.
Pro Tip: A colorway with a well-known nickname is almost always worth more than one without, and the same goes for collaborations.
9. Beaters
A “beater” is a well-worn, likely older model of shoe that has significant wear and tear on it. Rarely sold with the original box or extra laces, beaters rarely sell for much. Unlike most “worn” sneakers, beaters are used for rainy days and the gym. It's exactly what it sounds like, a box full of beaters, and they're a good place to start if you're looking for some cheap old kicks.
Pro Tip: Know which shoes clean up nicely. The shape of lower top sneakers with wider profiles, like SB Dunk Lows and Air Jordan 3s, tends to hold better over time than their higher and narrower cousins.
8. Retro
In the world of Jordan Brand, a “Retro” release is simply a release (or re-release) of a colorway after the shoe model's initial release. For example, the original Air Jordan 7 was released in 1992, but the Bordeaux colorway was re-released in 2011 and recently (2015). An Air Jordan model is released every year, and while half of them are unpopular and unlikely to be Retroed soon, any of them could be re-released whenever Nike and Jordan felt like it.
Pro Tip: Now that the Air Jordan line has been around for so long, the model that tends to be heavily retroed in a year is whichever shoe came out 23 (Michael Jordan’s number during the prime of his career) years ago. The Air Jordan 6 (1991) got new colorways last year, the Air Jordan 7 this year, and more Air Jordan 8s will be released later this year and early next year (1993).
7. PP/Inv
In spite of the fact that eBay takes roughly 10% of the final price, many sneaker buyers and sellers prefer to work directly with PayPal. Selling sneakers for $100 via PayPal invoice or $100 via PayPal friends/family is common on social media. Because no one wants their eBay account suspended for promoting PayPal deals, many eBay sellers will simply state “Message me for a better price.”
Pro Tip: PayPal invoices protect buyers well, but gifting or using Google Wallet does not. Unless you're certain the seller is legitimate, only use invoiced goods/services payments.
6. Yeezy
Kanye West and his sneakers are known as Yeezys. The rapper's first two Yeezys were made by Nike before switching to Adidas. Everything Yeezy-related will be significantly more expensive (and therefore have significantly more fakes made). Not only is the Nike Air Yeezy 2 “Red October” one of the most sought-after sneakers, but the Yeezy influence can be seen everywhere.
Pro Tip: If you're going to buy Yeezys, make sure you buy them from a reputable retailer or reseller. With so many fakes out there, it's not worth spending a grand on something you're not 100% sure is real.
5. GR/Limited
Regardless of how visually repulsive, uncomfortable, and/or impractical a sneaker is, if it’s rare enough, people will still want it. GR stands for General Release, which means they're usually available at retail. Reselling a “Limited Edition” release is costly. Supply and demand, but in this case, the limited supply drives up demand. If you want to get some of the colorways made for rappers, NBA players (Player Exclusive or PE models), and other celebrities, be prepared to pay a premium.
Pro Tip: Limited edition sneakers, like the annual Doernbecher Freestyle sneakers Nike creates with kids from Portland's Doernbecher Children's Hospital, will always be more expensive and limited. Or, you can use automated sneaker-buying software.
4. Grails
A “grail” is a pair of sneakers that someone desires above all others. To obtain their personal grails, people are willing to pay significantly more than the retail price. There doesn't have to be any rhyme or reason why someone chose a specific pair as their grails.
Pro Tip: For those who don't have them, the OG "Bred" or "Royal" Air Jordan 1s, the "Concord" Air Jordan 11s, etc., are all grails.
3. Bred
Anything released in “Bred” (black and red) will sell out quickly. Most resale Air Jordans (and other sneakers) come in the Bred colorway, which is a fan favorite. Bred is a good choice for a first colorway, especially on a solid sneaker silhouette.
Pro Tip: Apart from satisfying the world's hypebeasts, Bred sneakers will probably match a lot of your closet.
2. DS
DS = Deadstock = New. That's it. If something has been worn or tried on, it is no longer DS. Very Near Deadstock (VNDS) Pass As Deadstock It's a cute way of saying your sneakers have been worn but are still in good shape. In the sneaker world, “worn” means they are no longer new, but not too old or beat up.
Pro Tip: Ask for photos of any marks or defects to see what you’re getting before you buy used shoes, also find out if they come with the original box and extra laces, because that can be a sign that they’re in better shape.
1. Fake/Unauthorized
The words “Unauthorized,” “Replica,” “B-grades,” and “Super Perfect” all mean the shoes are fake. It means they aren't made by the actual company, no matter how close or how good the quality. If that's what you want, go ahead and get them. Do not wear them if you do not want the rest of the sneaker world to mock them.
Pro Tip: If you’re not sure if shoes are real or not, do a “Legit Check” on Twitter or Facebook. You'll get dozens of responses in no time.
More on Lifestyle

Stephen Rivers
3 years ago
Because of regulations, the $3 million Mercedes-AMG ONE will not (officially) be available in the United States or Canada.
We asked Mercedes to clarify whether "customers" refers to people who have expressed interest in buying the AMG ONE but haven't made a down payment or paid in full for a production slot, and a company spokesperson told that it's the latter – "Actual customers for AMG ONE in the United States and Canada."
The Mercedes-AMG ONE has finally arrived in manufacturing form after numerous delays. This may be the most complicated and magnificent hypercar ever created, but according to Mercedes, those roads will not be found in the United States or Canada.
Despite all of the well-deserved excitement around the gorgeous AMG ONE, there was no word on when US customers could expect their cars. Our Editor-in-Chief became aware of this and contacted Mercedes to clarify the matter. Mercedes-hypercar AMG's with the F1-derived 1,049 HP 1.6-liter V6 engine will not be homologated for the US market, they've confirmed.
Mercedes has informed its customers in the United States and Canada that the ONE will not be arriving to North America after all, as of today, June 1, 2022. The whole text of the letter is included below, so sit back and wait for Mercedes to explain why we (or they) won't be getting (or seeing) the hypercar. Mercedes claims that all 275 cars it wants to produce have already been reserved, with net pricing in Europe starting at €2.75 million (about US$2.93 million at today's exchange rates), before country-specific taxes.
"The AMG-ONE was created with one purpose in mind: to provide a straight technology transfer of the World Championship-winning Mercedes-AMG Petronas Formula 1 E PERFORMANCE drive unit to the road." It's the first time a complete Formula 1 drive unit has been integrated into a road car.
Every component of the AMG ONE has been engineered to redefine high performance, with 1,000+ horsepower, four electric motors, and a blazing top speed of more than 217 mph. While the engine's beginnings are in competition, continuous research and refinement has left us with a difficult choice for the US market.
We determined that following US road requirements would considerably damage its performance and overall driving character in order to preserve the distinctive nature of its F1 powerplant. We've made the strategic choice to make the automobile available for road use in Europe, where it complies with all necessary rules."
If this is the first time US customers have heard about it, which it shouldn't be, we understand if it's a bit off-putting. The AMG ONE could very probably be Mercedes' final internal combustion hypercar of this type.
Nonetheless, we wouldn't be surprised if a few make their way to the United States via the federal government's "Show and Display" exemption provision. This legislation permits the importation of automobiles such as the AMG ONE, but only for a total of 2,500 miles per year.
The McLaren Speedtail, the Koenigsegg One:1, and the Bugatti EB110 are among the automobiles that have been imported under this special rule. We just hope we don't have to wait too long to see the ONE in the United States.
Sam Hickmann
3 years ago
The Jordan 6 Rings Reintroduce Classic Bulls
The Jordan 6 Rings return in Bulls colors, a deviation from previous releases. The signature red color is used on the midsole and heel, as well as the chenille patch and pull tab. The rest of the latter fixture is black, matching the outsole and adjacent Jumpman logos. Finally, white completes the look, from the leather mudguard to the lace unit. Here's a closer look at the Jordan 6 Rings. Sizes should be available soon on Nike.com and select retailers. Also, official photos of the Air Jordan 1 Denim have surfaced.
Jordan 6 Rings
Release Date: 2022
Color: N/A
Mens: $130
Style Code: 322992-126

Peter Steven Ho
3 years ago
Thank You for 21 Fantastic Years, iPod
Apple's latest revelation may shock iPod fans and former owners.
Apple discontinued the iPod touch on May 11, 2022. After 21 years, Apple killed the last surviving iPod, a device Steve Jobs believed would revolutionize the music industry.
Jobs was used to making bold predictions, but few expected Apple's digital music player to change the music industry. It did.
This chaos created new business opportunities. Spotify, YouTube, and Amazon are products of that chaotic era.
As the digital landscape changes, so do consumers, and the iPod has lost favor. I'm sure Apple realizes the importance of removing an icon. The iPod was Apple like the Mac and iPhone. I think it's bold to retire such a key Apple cornerstone. What would Jobs do?
iPod evolution across the ages
Here's an iPod family tree for all you enthusiasts.
iPod vintage (Oct 2001 to Sep 2014, 6 generations)
The original iPod had six significant upgrades since 2001. Apple announced an 80 GB ($249) and 160 GB ($349) iPod classic in 2007.
Apple updated the 80 GB model with a 120 GB device in September 2008. Apple upgraded the 120 GB model with a 160 GB variant a year later (2009). This was the last iteration, and Apple discontinued the classic in September 2014.
iPod nano (Jan 2004 to Sep 2005, 2 generations)
Apple debuted a smaller, brightly-colored iPod in 2004. The first model featured 4 GB, enough for 1,000 songs.
Apple produced a new 4 GB or 6 GB iPod mini in February 2005 and discontinued it in September when they released a better-looking iPod nano.
iTouch nano (Sep 2005 to July 2017, 7 generations)
I loved the iPod nano. It was tiny and elegant with enough tech to please most music aficionados, unless you carry around your complete music collection.
Apple owed much of the iPod nano's small form and success to solid-state flash memory. Flash memory doesn't need power because it has no moving parts. This makes the iPod nano more durable than the iPod classic and mini, which employ hard drives.
Apple manufactured seven generations of the iPod nano, improving its design, display screen, memory, battery, and software, but abandoned it in July 2017 due to dwindling demand.
Shuffle iPod (Jan 2005 to Jul 2017, 4 generations)
The iPod shuffle was entry-level. It was a simple, lightweight, tiny music player. The iPod shuffle was perfect for lengthy bike trips, runs, and hikes.
Apple sold 10 million iPod shuffles in the first year and kept making them for 12 years, through four significant modifications.
iOS device (Sep 2007 to May 2022, 7 generations)
The iPod touch's bigger touchscreen interface made it a curious addition to the iPod family. The iPod touch resembled an iPhone more than the other iPods, making them hard to tell apart.
Many were dissatisfied that Apple removed functionality from the iPod touch to avoid making it too similar to the iPhone. Seven design improvements over 15 years brought the iPod touch closer to the iPhone, but not completely.
The iPod touch uses the same iOS operating system as the iPhone, giving it access to many apps, including handheld games.
The iPod touch's long production run is due to the next generation of music-loving gamers.
What made the iPod cool
iPod revolutionized music listening. It was the first device to store and play MP3 music, allowing you to carry over 1,000 songs anywhere.
The iPod changed consumer electronics with its scroll wheel and touchscreen. Jobs valued form and function equally. He showed people that a product must look good to inspire an emotional response and ignite passion.
The elegant, tiny iPod was a tremendous sensation when it arrived for $399 in October 2001. Even at this price, it became a must-have for teens to CEOs.
It's hard to identify any technology that changed how music was downloaded and played like the iPod. Apple iPod and iTunes had 63% of the paid music download market in the fourth quarter of 2012.
The demise of the iPod was inevitable
Apple discontinuing the iPod touch after 21 years is sad. This ends a 00s music icon.
Jobs was a genius at anticipating market needs and opportunities, and Apple launched the iPod at the correct time.
Few consumer electronics items have had such a lasting impact on music lovers and the music industry as the iPod.
Smartphones and social media have contributed to the iPod's decline. Instead of moving to the music, the new generation of consumers is focused on social media. They're no longer passive content consumers; they're active content creators seeking likes and followers. Here, the smartphone has replaced the iPod.
It's hard not to feel a feeling of loss, another part of my adolescence now forgotten by the following generation.
So, if you’re lucky enough to have a working iPod, hang on to that relic and enjoy the music and the nostalgia.
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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.
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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.

Bastian Hasslinger
3 years ago
Before 2021, most startups had excessive valuations. It is currently causing issues.
Higher startup valuations are often favorable for all parties. High valuations show a business's potential. New customers and talent are attracted. They earn respect.
Everyone benefits if a company's valuation rises.
Founders and investors have always been incentivized to overestimate a company's value.
Post-money valuations were inflated by 2021 market expectations and the valuation model's mechanisms.
Founders must understand both levers to handle a normalizing market.
2021, the year of miracles
2021 must've seemed miraculous to entrepreneurs, employees, and VCs. Valuations rose, and funding resumed after the first Covid-19 epidemic caution.
In 2021, VC investments increased from $335B to $643B. 518 new worldwide unicorns vs. 134 in 2020; 951 US IPOs vs. 431.
Things can change quickly, as 2020-21 showed.
Rising interest rates, geopolitical developments, and normalizing technology conditions drive down share prices and tech company market caps in 2022. Zoom, the poster-child of early lockdown success, is down 37% since 1st Jan.
Once-inflated valuations can become a problem in a normalizing market, especially for founders, employees, and early investors.
the reason why startups are always overvalued
To see why inflated valuations are a problem, consider one of its causes.
Private company values only fluctuate following a new investment round, unlike publicly-traded corporations. The startup's new value is calculated simply:
(Latest round share price) x (total number of company shares)
This is the industry standard Post-Money Valuation model.
Let’s illustrate how it works with an example. If a VC invests $10M for 1M shares (at $10/share), and the company has 10M shares after the round, its Post-Money Valuation is $100M (10/share x 10M shares).
This approach might seem like the most natural way to assess a business, but the model often unintentionally overstates the underlying value of the company even if the share price paid by the investor is fair. All shares aren't equal.
New investors in a corporation will always try to minimize their downside risk, or the amount they lose if things go wrong. New investors will try to negotiate better terms and pay a premium.
How the value of a struggling SpaceX increased
SpaceX's 2008 Series D is an example. Despite the financial crisis and unsuccessful rocket launches, the company's Post-Money Valuation was 36% higher after the investment round. Why?
Series D SpaceX shares were protected. In case of liquidation, Series D investors were guaranteed a 2x return before other shareholders.
Due to downside protection, investors were willing to pay a higher price for this new share class.
The Post-Money Valuation model overpriced SpaceX because it viewed all the shares as equal (they weren't).
Why entrepreneurs, workers, and early investors stand to lose the most
Post-Money Valuation is an effective and sufficient method for assessing a startup's valuation, despite not taking share class disparities into consideration.
In a robust market, where the firm valuation will certainly expand with the next fundraising round or exit, the inflated value is of little significance.
Fairness endures. If a corporation leaves at a greater valuation, each stakeholder will receive a proportional distribution. (i.e., 5% of a $100M corporation yields $5M).
SpaceX's inherent overvaluation was never a problem. Had it been sold for less than its Post-Money Valuation, some shareholders, including founders, staff, and early investors, would have seen their ownership drop.
The unforgiving world of 2022
In 2022, founders, employees, and investors who benefited from inflated values will face below-valuation exits and down-rounds.
For them, 2021 will be a curse, not a blessing.
Some tech giants are worried. Klarna's valuation fell from $45B (Oct 21) to $30B (Jun 22), Canvas from $40B to $27B, and GoPuffs from $17B to $8.3B.
Shazam and Blue Apron have to exit or IPO at a cheaper price. Premium share classes are protected, while others receive less. The same goes for bankrupts.
Those who continue at lower valuations will lose reputation and talent. When their value declines by half, generous employee stock options become less enticing, and their ability to return anything is questioned.
What can we infer about the present situation?
Such techniques to enhance your company's value or stop a normalizing market are fiction.
The current situation is a painful reminder for entrepreneurs and a crucial lesson for future firms.
The devastating market fall of the previous six months has taught us one thing:
Keep in mind that any valuation is speculative. Money Post A startup's valuation is a highly simplified approximation of its true value, particularly in the early phases when it lacks significant income or a cutting-edge product. It is merely a projection of the future and a hypothetical meter. Until it is achieved by an exit, a valuation is nothing more than a number on paper.
Assume the value of your company is lower than it was in the past. Your previous valuation might not be accurate now due to substantial changes in the startup financing markets. There is little reason to think that your company's value will remain the same given the 50%+ decline in many newly listed IT companies. Recognize how the market situation is changing and use caution.
Recognize the importance of the stake you hold. Each share class has a unique value that varies. Know the sort of share class you own and how additional contractual provisions affect the market value of your security. Frameworks have been provided by Metrick and Yasuda (Yale & UC) and Gornall and Strebulaev (Stanford) for comprehending the terms that affect investors' cash-flow rights upon withdrawal. As a result, you will be able to more accurately evaluate your firm and determine the worth of each share class.
Be wary of approving excessively protective share terms.
The trade-offs should be considered while negotiating subsequent rounds. Accepting punitive contractual terms could first seem like a smart option in order to uphold your inflated worth, but you should proceed with caution. Such provisions ALWAYS result in misaligned shareholders, with common shareholders (such as you and your staff) at the bottom of the list.