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Nathan Reiff

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:

  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. 

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.

More on Web3 & Crypto

Nabil Alouani

Nabil Alouani

3 years ago

Why Cryptocurrency Is Not Dead Despite the FTX Scam

A fraud, free-market, antifragility tale

Crypto's only rival is public opinion.

In less than a week, mainstream media, bloggers, and TikTokers turned on FTX's founder.

While some were surprised, almost everyone with a keyboard and a Twitter account predicted the FTX collapse. These financial oracles should have warned the 1.2 million people Sam Bankman-Fried duped.

After happening, unexpected events seem obvious to our brains. It's a bug and a feature because it helps us cope with disasters and makes our reasoning suck.

Nobody predicted the FTX debacle. Bloomberg? Politicians. Non-famous. No cryptologists. Who?

When FTX imploded, taking billions of dollars with it, an outrage bomb went off, and the resulting shockwave threatens the crypto market's existence.

As someone who lost more than $78,000 in a crypto scam in 2020, I can only understand people’s reactions.  When the dust settles and rationality returns, we'll realize this is a natural occurrence in every free market.

What specifically occurred with FTX? (Skip if you are aware.)

FTX is a cryptocurrency exchange where customers can trade with cash. It reached #3 in less than two years as the fastest-growing platform of its kind.

FTX's performance helped make SBF the crypto poster boy. Other reasons include his altruistic public image, his support for the Democrats, and his company Alameda Research.

Alameda Research made a fortune arbitraging Bitcoin.

Arbitrage trading uses small price differences between two markets to make money. Bitcoin costs $20k in Japan and $21k in the US. Alameda Research did that for months, making $1 million per day.

Later, as its capital grew, Alameda expanded its trading activities and began investing in other companies.

Let's now discuss FTX.

SBF's diabolic master plan began when he used FTX-created FTT coins to inflate his trading company's balance sheets. He used inflated Alameda numbers to secure bank loans.

SBF used money he printed himself as collateral to borrow billions for capital. Coindesk exposed him in a report.

One of FTX's early investors tweeted that he planned to sell his FTT coins over the next few months. This would be a minor event if the investor wasn't Binance CEO Changpeng Zhao (CZ).

The crypto space saw a red WARNING sign when CZ cut ties with FTX. Everyone with an FTX account and a brain withdrew money. Two events followed. FTT fell from $20 to $4 in less than 72 hours, and FTX couldn't meet withdrawal requests, spreading panic.

SBF reassured FTX users on Twitter. Good assets.

He lied.

SBF falsely claimed FTX had a liquidity crunch. At the time of his initial claims, FTX owed about $8 billion to its customers. Liquidity shortages are usually minor. To get cash, sell assets. In the case of FTX, the main asset was printed FTT coins.

Sam wouldn't get out of trouble even if he slashed the discount (from $20 to $4) and sold every FTT. He'd flood the crypto market with his homemade coins, causing the price to crash.

SBF was trapped. He approached Binance about a buyout, which seemed good until Binance looked at FTX's books.

The original tweet has been removed.

Binance's tweet ended SBF, and he had to apologize, resign as CEO, and file for bankruptcy.

Bloomberg estimated Sam's net worth to be zero by the end of that week. 0!

But that's not all. Twitter investigations exposed fraud at FTX and Alameda Research. SBF used customer funds to trade and invest in other companies.

Thanks to the Twitter indie reporters who made the mainstream press look amateurish. Some Twitter detectives didn't sleep for 30 hours to find answers. Others added to existing threads. Memes were hilarious.

One question kept repeating in my bald head as I watched the Blue Bird. Sam, WTF?

Then I understood.

SBF wanted that FTX becomes a bank.

Think about this. FTX seems healthy a few weeks ago. You buy 2 bitcoins using FTX. You'd expect the platform to take your dollars and debit your wallet, right?

No. They give I-Owe-Yous.

FTX records owing you 2 bitcoins in its internal ledger but doesn't credit your account. Given SBF's tricks, I'd bet on nothing.

What happens if they don't credit my account with 2 bitcoins? Your money goes into FTX's capital, where SBF and his friends invest in marketing, political endorsements, and buying other companies.

Over its two-year existence, FTX invested in 130 companies. Once they make a profit on their purchases, they'll pay you and keep the rest.

One detail makes their strategy dumb. If all FTX customers withdraw at once, everything collapses.

Financially savvy people think FTX's collapse resembles a bank run, and they're right. SBF designed FTX to operate like a bank.

You expect your bank to open a drawer with your name and put $1,000 in it when you deposit $1,000. They deposit $100 in your drawer and create an I-Owe-You for $900. What happens to $900?

Let's sum it up: It's boring and headache-inducing.

When you deposit money in a bank, they can keep 10% and lend the rest. Fractional Reserve Banking is a popular method. Fractional reserves operate within and across banks.

Image by Lukertina Sihombing from Research Gate.

Fractional reserve banking generates $10,000 for every $1,000 deposited. People will pay off their debt plus interest.

As long as banks work together and the economy grows, their model works well.

SBF tried to replicate the system but forgot two details. First, traditional banks need verifiable collateral like real estate, jewelry, art, stocks, and bonds, not digital coupons. Traditional banks developed a liquidity buffer. The Federal Reserve (or Central Bank) injects massive cash into troubled banks.

Massive cash injections come from taxpayers. You and I pay for bankers' mistakes and annual bonuses. Yes, you may think banking is rigged. It's rigged, but it's the best financial game in 150 years. We accept its flaws, including bailouts for too-big-to-fail companies.

Anyway.

SBF wanted Binance's bailout. Binance said no, which was good for the crypto market.

Free markets are resilient.

Nassim Nicholas Taleb coined the term antifragility.

“Some things benefit from shocks; they thrive and grow when exposed to volatility, randomness, disorder, and stressors and love adventure, risk, and uncertainty. Yet, in spite of the ubiquity of the phenomenon, there is no word for the exact opposite of fragile. Let us call it antifragile. Antifragility is beyond resilience or robustness. The resilient resists shocks and stays the same; the antifragile gets better.”

The easiest way to understand how antifragile systems behave is to compare them with other types of systems.

  • Glass is like a fragile system. It snaps when shocked.

  • Similar to rubber, a resilient system. After a stressful episode, it bounces back.

  • A system that is antifragile is similar to a muscle. As it is torn in the gym, it gets stronger.

Stress response of fragile, resilient, and antifragile systems.

Time-changed things are antifragile. Culture, tech innovation, restaurants, revolutions, book sales, cuisine, economic success, and even muscle shape. These systems benefit from shocks and randomness in different ways, but they all pay a price for antifragility.

Same goes for the free market and financial institutions. Taleb's book uses restaurants as an example and ends with a reference to the 2008 crash.

“Restaurants are fragile. They compete with each other. But the collective of local restaurants is antifragile for that very reason. Had restaurants been individually robust, hence immortal, the overall business would be either stagnant or weak and would deliver nothing better than cafeteria food — and I mean Soviet-style cafeteria food. Further, it [the overall business] would be marred with systemic shortages, with once in a while a complete crisis and government bailout.”

Imagine the same thing with banks.

Independent banks would compete to offer the best services. If one of these banks fails, it will disappear. Customers and investors will suffer, but the market will recover from the dead banks' mistakes.

This idea underpins a free market. Bitcoin and other cryptocurrencies say this when criticizing traditional banking.

The traditional banking system's components never die. When a bank fails, the Federal Reserve steps in with a big taxpayer-funded check. This hinders bank evolution. If you don't let banking cells die and be replaced, your financial system won't be antifragile.

The interdependence of banks (centralization) means that one bank's mistake can sink the entire fleet, which brings us to SBF's ultimate travesty with FTX.

FTX has left the cryptocurrency gene pool.

FTX should be decentralized and independent. The super-star scammer invested in more than 130 crypto companies and linked them, creating a fragile banking-like structure. FTX seemed to say, "We exist because centralized banks are bad." But we'll be good, unlike the centralized banking system.

FTX saved several companies, including BlockFi and Voyager Digital.

FTX wanted to be a crypto bank conglomerate and Federal Reserve. SBF wanted to monopolize crypto markets. FTX wanted to be in bed with as many powerful people as possible, so SBF seduced politicians and celebrities.

Worst? People who saw SBF's plan flaws praised him. Experts, newspapers, and crypto fans praised FTX. When billions pour in, it's hard to realize FTX was acting against its nature.

Then, they act shocked when they realize FTX's fall triggered a domino effect. Some say the damage could wipe out the crypto market, but that's wrong.

Cell death is different from body death.

FTX is out of the game despite its size. Unfit, it fell victim to market natural selection.

Next?

The challengers keep coming. The crypto economy will improve with each failure.

Free markets are antifragile because their fragile parts compete, fostering evolution. With constructive feedback, evolution benefits customers and investors.

FTX shows that customers don't like being scammed, so the crypto market's health depends on them. Charlatans and con artists are eliminated quickly or slowly.

Crypto isn't immune to collapse. Cryptocurrencies can go extinct like biological species. Antifragility isn't immortality. A few more decades of evolution may be enough for humans to figure out how to best handle money, whether it's bitcoin, traditional banking, gold, or something else.

Keep your BS detector on. Start by being skeptical of this article's finance-related claims. Even if you think you understand finance, join the conversation.

We build a better future through dialogue. So listen, ask, and share. When you think you can't find common ground with the opposing view, remember:

Sam Bankman-Fried lied.

Jeff John Roberts

Jeff John Roberts

3 years ago

Jack Dorsey and  Jay-Z Launch 'Bitcoin Academy' in Brooklyn rapper's home

The new Bitcoin Academy will teach Jay-Marcy Z's Houses neighbors "What is Cryptocurrency."
Jay-Z grew up in Brooklyn's Marcy Houses. The rapper and Block CEO Jack Dorsey are giving back to his hometown by creating the Bitcoin Academy.

The Bitcoin Academy will offer online and in-person classes, including "What is Money?" and "What is Blockchain?"
The program will provide participants with a mobile hotspot and a small amount of Bitcoin for hands-on learning.

Students will receive dinner and two evenings of instruction until early September. The Shawn Carter Foundation will help with on-the-ground instruction.

Jay-Z and Dorsey announced the program Thursday morning. It will begin at Marcy Houses but may be expanded.

Crypto Blockchain Plug and Black Bitcoin Billionaire, which has received a grant from Block, will teach the classes.

Jay-Z, Dorsey reunite

Jay-Z and Dorsey have previously worked together to promote a Bitcoin and crypto-based future.

In 2021, Dorsey's Block (then Square) acquired the rapper's streaming music service Tidal, which they propose using for NFT distribution.

Dorsey and Jay-Z launched an endowment in 2021 to fund Bitcoin development in Africa and India.

Dorsey is funding the new Bitcoin Academy out of his own pocket (as is Jay-Z), but he's also pushed crypto-related charitable endeavors at Block, including a $5 million fund backed by corporate Bitcoin interest.


This post is a summary. Read full article here

Trent Lapinski

Trent Lapinski

4 years ago

What The Hell Is A Crypto Punk?

We are Crypto Punks, and we are changing your world.

A “Crypto Punk” is a new generation of entrepreneurs who value individual liberty and collective value creation and co-creation through decentralization. While many Crypto Punks were born and raised in a digital world, some of the early pioneers in the crypto space are from the Oregon Trail generation. They were born to an analog world, but grew up simultaneously alongside the birth of home computing, the Internet, and mobile computing.

A Crypto Punk’s world view is not the same as previous generations. By the time most Crypto Punks were born everything from fiat currency, the stock market, pharmaceuticals, the Internet, to advanced operating systems and microprocessing were already present or emerging. Crypto Punks were born into pre-existing conditions and systems of control, not governed by logic or reason but by greed, corporatism, subversion, bureaucracy, censorship, and inefficiency.

All Systems Are Human Made

Crypto Punks understand that all systems were created by people and that previous generations did not have access to information technologies that we have today. This is why Crypto Punks have different values than their parents, and value liberty, decentralization, equality, social justice, and freedom over wealth, money, and power. They understand that the only path forward is to work together to build new and better systems that make the old world order obsolete.

Unlike the original cypher punks and cyber punks, Crypto Punks are a new iteration or evolution of these previous cultures influenced by cryptography, blockchain technology, crypto economics, libertarianism, holographics, democratic socialism, and artificial intelligence. They are tasked with not only undoing the mistakes of previous generations, but also innovating and creating new ways of solving complex problems with advanced technology and solutions.

Where Crypto Punks truly differ is in their understanding that computer systems can exist for more than just engagement and entertainment, but actually improve the human condition by automating bureaucracy and inefficiency by creating more efficient economic incentives and systems.

Crypto Punks Value Transparency and Do Not Trust Flawed, Unequal, and Corrupt Systems

Crypto Punks have a strong distrust for inherently flawed and corrupt systems. This why Crypto Punks value transparency, free speech, privacy, and decentralization. As well as arguably computer systems over human powered systems.

Crypto Punks are the children of the Great Recession, and will never forget the economic corruption that still enslaves younger generations.

Crypto Punks were born to think different, and raised by computers to view reality through an LED looking glass. They will not surrender to the flawed systems of economic wage slavery, inequality, censorship, and subjection. They will literally engineer their own unstoppable financial systems and trade in cryptography over fiat currency merely to prove that belief systems are more powerful than corruption.

Crypto Punks are here to help achieve freedom from world governments, corporations and bankers who monetizine our data to control our lives.

Crypto Punks Decentralize

Despite all the evils of the world today, Crypto Punks know they have the power to create change. This is why Crypto Punks are optimistic about the future despite all the indicators that humanity is destined for failure.

Crypto Punks believe in systems that prioritize people and the planet above profit. Even so, Crypto Punks still believe in capitalistic systems, but only capitalistic systems that incentivize good behaviors that do not violate the common good for the sake of profit.

Cyber Punks Are Co-Creators

We are Crypto Punks, and we will build a better world for all of us. For the true price of creation is not in US dollars, but through working together as equals to replace the unequal and corrupt greedy systems of previous generations.

Where they have failed, Crypto Punks will succeed. Not because we want to, but because we have to. The world we were born into is so corrupt and its systems so flawed and unequal we were never given a choice.

We have to be the change we seek.

We are Crypto Punks.

Either help us, or get out of our way.

Are you a Crypto Punk?

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Edward Williams

Edward Williams

3 years ago

I currently manage 4 profitable online companies. I find all the generic advice and garbage courses very frustrating. The only advice you need is this.

A man playing chess.

This is for young entrepreneurs, especially in tech.

People give useless success advice on TikTok and Reddit. Early risers, bookworms, etc. Entrepreneurship courses. Work hard and hustle.

False. These aren't successful traits.

I mean, organization is good. As someone who founded several businesses and now works at a VC firm, I find these tips to be clichés.

Based on founding four successful businesses and working with other successful firms, here's my best actionable advice:

1. Choose a sector or a niche and become an expert in it.

This is more generic than my next tip, but it's a must-do that's often overlooked. Become an expert in the industry or niche you want to enter. Discover everything.

Buy (future) competitors' products. Understand consumers' pain points. Market-test. Target keyword combos. Learn technical details.

The most successful businesses I've worked with were all formed by 9-5 employees. They knew the industry's pain points. They started a business targeting these pain points.

2. Choose a niche or industry crossroads to target.

How do you choose an industry or niche? What if your industry is too competitive?

List your skills and hobbies. Randomness is fine. Find an intersection between two interests or skills.

Say you build websites well. You like cars.

Web design is a *very* competitive industry. Cars and web design?

Instead of web design, target car dealers and mechanics. Build a few fake demo auto mechanic websites, then cold call shops with poor websites. Verticalize.

I've noticed a pattern:

  • Person works in a particular industry for a corporation.

  • Person gains expertise in the relevant industry.

  • Person quits their job and launches a small business to address a problem that their former employer was unwilling to address.

I originally posted this on Reddit and it seemed to have taken off so I decided to share it with you all.

Focus on the product. When someone buys from you, you convince them the product's value exceeds the price. It's not fair and favors the buyer.

Creating a superior product or service will win. Narrowing this helps you outcompete others.

You may be their only (lucky) option.

Dmytro Spilka

Dmytro Spilka

3 years ago

Why NFTs Have a Bright Future Away from Collectible Art After Punks and Apes

After a crazy second half of 2021 and significant trade volumes into 2022, the market for NFT artworks like Bored Ape Yacht Club, CryptoPunks, and Pudgy Penguins has begun a sharp collapse as market downturns hit token values.

DappRadar data shows NFT monthly sales have fallen below $1 billion since June 2021. OpenSea, the world's largest NFT exchange, has seen sales volume decline 75% since May and is trading like July 2021.

Prices of popular non-fungible tokens have also decreased. Bored Ape Yacht Club (BAYC) has witnessed volume and sales drop 63% and 15%, respectively, in the past month.

BeInCrypto analysis shows market decline. May 2022 cryptocurrency marketplace volume was $4 billion, according to a news platform. This is a sharp drop from April's $7.18 billion.

OpenSea, a big marketplace, contributed $2.6 billion, while LooksRare, Magic Eden, and Solanart also contributed.

NFT markets are digital platforms for buying and selling tokens, similar stock trading platforms. Although some of the world's largest exchanges offer NFT wallets, most users store their NFTs on their favorite marketplaces.

In January 2022, overall NFT sales volume was $16.57 billion, with LooksRare contributing $11.1 billion. May 2022's volume was $12.57 less than January, a 75% drop, and June's is expected to be considerably smaller.

A World Based on Utility

Despite declines in NFT trading volumes, not all investors are negative on NFTs. Although there are uncertainties about the sustainability of NFT-based art collections, there are fewer reservations about utility-based tokens and their significance in technology's future.

In June, business CEO Christof Straub said NFTs may help artists monetize unreleased content, resuscitate catalogs, establish deeper fan connections, and make processes more efficient through technology.

We all know NFTs can't be JPEGs. Straub noted that NFT music rights can offer more equitable rewards to musicians.

Music NFTs are here to stay if they have real value, solve real problems, are trusted and lawful, and have fair and sustainable business models.

NFTs can transform numerous industries, including music. Market opinion is shifting towards tokens with more utility than the social media artworks we're used to seeing.

While the major NFT names remain dominant in terms of volume, new utility-based initiatives are emerging as top 20 collections.

Otherdeed, Sorare, and NBA Top Shot are NFT-based games that rank above Bored Ape Yacht Club and Cryptopunks.

Users can switch video NFTs of basketball players in NBA Top Shot. Similar efforts are emerging in the non-fungible landscape.

Sorare shows how NFTs can support a new way of playing fantasy football, where participants buy and swap trading cards to create a 5-player team that wins rewards based on real-life performances.

Sorare raised 579.7 million in one of Europe's largest Series B financing deals in September 2021. Recently, the platform revealed plans to expand into Major League Baseball.

Strong growth indications suggest a promising future for NFTs. The value of art-based collections like BAYC and CryptoPunks may be questioned as markets become diluted by new limited collections, but the potential for NFTs to become intrinsically linked to tangible utility like online gaming, music and art, and even corporate reward schemes shows the industry has a bright future.

Hudson Rennie

Hudson Rennie

3 years ago

My Work at a $1.2 Billion Startup That Failed

Sometimes doing everything correctly isn't enough.

Image via: glassdoor.com licensed under CC BY 2.0

In 2020, I could fix my life.

After failing to start a business, I owed $40,000 and had no work.

A $1.2 billion startup on the cusp of going public pulled me up.

Ironically, it was getting ready for an epic fall — with the world watching.

Life sometimes helps. Without a base, even the strongest fall. A corporation that did everything right failed 3 months after going public.

First-row view.

Apple is the creator of Adore.

Out of respect, I've altered the company and employees' names in this account, despite their failure.

Although being a publicly traded company, it may become obvious.

We’ll call it “Adore” — a revolutionary concept in retail shopping.

Two Apple execs established Adore in 2014 with a focus on people-first purchasing.

Jon and Tim:

  • The concept for the stylish Apple retail locations you see today was developed by retail expert Jon Swanson, who collaborated closely with Steve Jobs.

  • Tim Cruiter is a graphic designer who produced the recognizable bouncing lamp video that appears at the start of every Pixar film.

The dynamic duo realized their vision.

“What if you could combine the convenience of online shopping with the confidence of the conventional brick-and-mortar store experience.”

Adore's mobile store concept combined traditional retail with online shopping.

Adore brought joy to 70+ cities and 4 countries over 7 years, including the US, Canada, and the UK.

Being employed on the ground floor, with world dominance and IPO on the horizon, was exciting.

I started as an Adore Expert.

I delivered cell phones, helped consumers set them up, and sold add-ons.

As the company grew, I became a Virtual Learning Facilitator and trained new employees across North America using Zoom.

In this capacity, I gained corporate insider knowledge. I worked with the creative team and Jon and Tim.

Image via Instagram: @goenjoy

It's where I saw company foundation fissures. Despite appearances, investors were concerned.

The business strategy was ground-breaking.

Even after seeing my employee stocks fall from a home down payment to $0 (when Adore filed for bankruptcy), it's hard to pinpoint what went wrong.

Solid business model, well-executed.

Jon and Tim's chase for public funding ended in glory.

Here’s the business model in a nutshell:

Buying cell phones is cumbersome. You have two choices:

  1. Online purchase: not knowing what plan you require or how to operate your device.

  2. Enter a store, which can be troublesome and stressful.

Apple, AT&T, and Rogers offered Adore as a free delivery add-on. Customers could:

  • Have their phone delivered by UPS or Canada Post in 1-2 weeks.

  • Alternately, arrange for a person to visit them the same day (or sometimes even the same hour) to assist them set up their phone and demonstrate how to use it (transferring contacts, switching the SIM card, etc.).

Each Adore Expert brought a van with extra devices and accessories to customers.

Happy customers.

Here’s how Adore and its partners made money:

Adores partners appreciated sending Experts to consumers' homes since they improved customer satisfaction, average sale, and gadget returns.

**Telecom enterprises have low customer satisfaction. The average NPS is 30/100. Adore's global NPS was 80.

Adore made money by:

  • a set cost for each delivery

  • commission on sold warranties and extras

Consumer product applications seemed infinite.

A proprietary scheduling system (“The Adore App”), allowed for same-day, even same-hour deliveries.

It differentiates Adore.

They treated staff generously by:

  • Options on stock

  • health advantages

  • sales enticements

  • high rates per hour

Four-day workweeks were set by experts.

Being hired early felt like joining Uber, Netflix, or Tesla. We hoped the company's stocks would rise.

Exciting times.

I smiled as I greeted more than 1,000 new staff.

I spent a decade in retail before joining Adore. I needed a change.

After a leap of faith, I needed a lifeline. So, I applied for retail sales jobs in the spring of 2019.

The universe typically offers you what you want after you accept what you need. I needed a job to settle my debt and reach $0 again.

And the universe listened.

After being hired as an Adore Expert, I became a Virtual Learning Facilitator. Enough said.

After weeks of economic damage from the pandemic.

This employment let me work from home during the pandemic. It taught me excellent business skills.

I was active in brainstorming, onboarding new personnel, and expanding communication as we grew.

This job gave me vital skills and a regular paycheck during the pandemic.

It wasn’t until January of 2022 that I left on my own accord to try to work for myself again — this time, it’s going much better.

Adore was perfect. We valued:

  • Connection

  • Discovery

  • Empathy

Everything we did centered on compassion, and we held frequent Justice Calls to discuss diversity and work culture.

The last day of onboarding typically ended in tears as employees felt like they'd found a home, as I had.

Like all nice things, the wonderful vibes ended.

First indication of distress

My first day at the workplace was great.

Fun, intuitive, and they wanted creative individuals, not salesman.

While sales were important, the company's vision was more important.

“To deliver joy through life-changing mobile retail experiences.”

Thorough, forward-thinking training. We had a module on intuition. It gave us role ownership.

We were flown cross-country for training, gave feedback, and felt like we made a difference. Multiple contacts responded immediately and enthusiastically.

The atmosphere was genuine.

Making money was secondary, though. Incredible service was a priority.

Jon and Tim answered new hires' questions during Zoom calls during onboarding. CEOs seldom meet new hires this way, but they seemed to enjoy it.

All appeared well.

But in late 2021, things started changing.

Adore's leadership changed after its IPO. From basic values to sales maximization. We lost communication and were forced to fend for ourselves.

Removed the training wheels.

It got tougher to gain instructions from those above me, and new employees told me their roles weren't as advertised.

External money-focused managers were hired.

Instead of creative types, we hired salespeople.

With a new focus on numbers, Adore's uniqueness began to crumble.

Via Zoom, hundreds of workers were let go.

So.

Early in 2022, mass Zoom firings were trending. A CEO firing 900 workers over Zoom went viral.

Adore was special to me, but it became a headline.

30 June 2022, Vice Motherboard published Watch as Adore's CEO Fires Hundreds.

It described a leaked video of Jon Swanson laying off all staff in Canada and the UK.

They called it a “notice of redundancy”.

The corporation couldn't pay its employees.

I loved Adore's underlying ideals, among other things. We called clients Adorers and sold solutions, not add-ons.

But, like anything, a company is only as strong as its weakest link. And obviously, the people-first focus wasn’t making enough money.

There were signs. The expansion was presumably a race against time and money.

Adore finally declared bankruptcy.

Adore declared bankruptcy 3 months after going public. It happened in waves, like any large-scale fall.

  • Initial key players to leave were

  • Then, communication deteriorated.

  • Lastly, the corporate culture disintegrated.

6 months after leaving Adore, I received a letter in the mail from a Law firm — it was about my stocks.

Adore filed Chapter 11. I had to sue to collect my worthless investments.

I hoped those stocks will be valuable someday. Nope. Nope.

Sad, I sighed.

$1.2 billion firm gone.

I left the workplace 3 months before starting a writing business. Despite being mediocre, I'm doing fine.

I got up as Adore fell.

Finally, can we scale kindness?

I trust my gut. Changes at Adore made me leave before it sank.

Adores' unceremonious slide from a top startup to bankruptcy is astonishing to me.

The company did everything perfectly, in my opinion.

  • first to market,

  • provided excellent service

  • paid their staff handsomely.

  • was responsible and attentive to criticism

The company wasn't led by an egotistical eccentric. The crew had centuries of cumulative space experience.

I'm optimistic about the future of work culture, but is compassion scalable?