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.
More on Web3 & Crypto

William Brucee
2 years ago
This person is probably Satoshi Nakamoto.
Who founded bitcoin is the biggest mystery in technology today, not how it works.
On October 31, 2008, Satoshi Nakamoto posted a whitepaper to a cryptography email list. Still confused by the mastermind who changed monetary history.
Journalists and bloggers have tried in vain to uncover bitcoin's creator. Some candidates self-nominated. We're still looking for the mystery's perpetrator because none of them have provided proof.
One person. I'm confident he invented bitcoin. Let's assess Satoshi Nakamoto before I reveal my pick. Or what he wants us to know.
Satoshi's P2P Foundation biography says he was born in 1975. He doesn't sound or look Japanese. First, he wrote the whitepaper and subsequent articles in flawless English. His sleeping habits are unusual for a Japanese person.
Stefan Thomas, a Bitcoin Forum member, displayed Satoshi's posting timestamps. Satoshi Nakamoto didn't publish between 2 and 8 p.m., Japanese time. Satoshi's identity may not be real.
Why would he disguise himself?
There is a legitimate explanation for this
Phil Zimmermann created PGP to give dissidents an open channel of communication, like Pretty Good Privacy. US government seized this technology after realizing its potential. Police investigate PGP and Zimmermann.
This technology let only two people speak privately. Bitcoin technology makes it possible to send money for free without a bank or other intermediary, removing it from government control.
How much do we know about the person who invented bitcoin?
Here's what we know about Satoshi Nakamoto now that I've covered my doubts about his personality.
Satoshi Nakamoto first appeared with a whitepaper on metzdowd.com. On Halloween 2008, he presented a nine-page paper on a new peer-to-peer electronic monetary system.
Using the nickname satoshi, he created the bitcointalk forum. He kept developing bitcoin and created bitcoin.org. Satoshi mined the genesis block on January 3, 2009.
Satoshi Nakamoto worked with programmers in 2010 to change bitcoin's protocol. He engaged with the bitcoin community. Then he gave Gavin Andresen the keys and codes and transferred community domains. By 2010, he'd abandoned the project.
The bitcoin creator posted his goodbye on April 23, 2011. Mike Hearn asked Satoshi if he planned to rejoin the group.
“I’ve moved on to other things. It’s in good hands with Gavin and everyone.”
Nakamoto Satoshi
The man who broke the banking system vanished. Why?
Satoshi's wallets held 1,000,000 BTC. In December 2017, when the price peaked, he had over US$19 billion. Nakamoto had the 44th-highest net worth then. He's never cashed a bitcoin.
This data suggests something happened to bitcoin's creator. I think Hal Finney is Satoshi Nakamoto .
Hal Finney had ALS and died in 2014. I suppose he created the future of money, then he died, leaving us with only rumors about his identity.
Hal Finney, who was he?
Hal Finney graduated from Caltech in 1979. Student peers voted him the smartest. He took a doctoral-level gravitational field theory course as a freshman. Finney's intelligence meets the first requirement for becoming Satoshi Nakamoto.
Students remember Finney holding an Ayn Rand book. If he'd read this, he may have developed libertarian views.
His beliefs led him to a small group of freethinking programmers. In the 1990s, he joined Cypherpunks. This action promoted the use of strong cryptography and privacy-enhancing technologies for social and political change. Finney helped them achieve a crypto-anarchist perspective as self-proclaimed privacy defenders.
Zimmermann knew Finney well.
Hal replied to a Cypherpunk message about Phil Zimmermann and PGP. He contacted Phil and became PGP Corporation's first member, retiring in 2011. Satoshi Nakamoto quit bitcoin in 2011.
Finney improved the new PGP protocol, but he had to do so secretly. He knew about Phil's PGP issues. I understand why he wanted to hide his identity while creating bitcoin.
Why did he pretend to be from Japan?
His envisioned persona was spot-on. He resided near scientist Dorian Prentice Satoshi Nakamoto. Finney could've assumed Nakamoto's identity to hide his. Temple City has 36,000 people, so what are the chances they both lived there? A cryptographic genius with the same name as Bitcoin's creator: coincidence?
Things went differently, I think.
I think Hal Finney sent himself Satoshis messages. I know it's odd. If you want to conceal your involvement, do as follows. He faked messages and transferred the first bitcoins to himself to test the transaction mechanism, so he never returned their money.
Hal Finney created the first reusable proof-of-work system. The bitcoin protocol. In the 1990s, Finney was intrigued by digital money. He invented CRypto cASH in 1993.
Legacy
Hal Finney's contributions should not be forgotten. Even if I'm wrong and he's not Satoshi Nakamoto, we shouldn't forget his bitcoin contribution. He helped us achieve a better future.

CyberPunkMetalHead
3 years ago
Developed an automated cryptocurrency trading tool for nearly a year before unveiling it this month.
Overview
I'm happy to provide this important update. We've worked on this for a year and a half, so I'm glad to finally write it. We named the application AESIR because we’ve love Norse Mythology. AESIR automates and runs trading strategies.
Volatility, technical analysis, oscillators, and other signals are currently supported by AESIR.
Additionally, we enhanced AESIR's ability to create distinctive bespoke signals by allowing it to analyze many indicators and produce a single signal.
AESIR has a significant social component that allows you to copy the best-performing public setups and use them right away.
Enter your email here to be notified when AEISR launches.
Views on algorithmic trading
First, let me clarify. Anyone who claims algorithmic trading platforms are money-printing plug-and-play devices is a liar. Algorithmic trading platforms are a collection of tools.
A trading algorithm won't make you a competent trader if you lack a trading strategy and yolo your funds without testing. It may hurt your trade. Test and alter your plans to account for market swings, but comprehend market signals and trends.
Status Report
Throughout closed beta testing, we've communicated closely with users to design a platform they want to use.
To celebrate, we're giving you free Aesir Viking NFTs and we cover gas fees.
Why use a trading Algorithm?
Automating a successful manual approach
experimenting with and developing solutions that are impossible to execute manually
One AESIR strategy lets you buy any cryptocurrency that rose by more than x% in y seconds.
AESIR can scan an exchange for coins that have gained more than 3% in 5 minutes. It's impossible to manually analyze over 1000 trading pairings every 5 minutes. Auto buy dips or DCA around a Dip
Sneak Preview
Here's the Leaderboard, where you can clone the best public settings.
As a tiny, self-funded team, we're excited to unveil our product. It's a beta release, so there's still more to accomplish, but we know where we stand.
If this sounds like a project that you might want to learn more about, you can sign up to our newsletter and be notified when AESIR launches.
Useful Links:
Join the Discord | Join our subreddit | Newsletter | Mint Free NFT
David Z. Morris
2 years ago
FTX's crash was no accident, it was a crime
Sam Bankman Fried (SDBF) is a legendary con man. But the NYT might not tell you that...
Since SBF's empire was revealed to be a lie, mainstream news organizations and commentators have failed to give readers a straightforward assessment. The New York Times and Wall Street Journal have uncovered many key facts about the scandal, but they have also soft-peddled Bankman-Fried's intent and culpability.
It's clear that the FTX crypto exchange and Alameda Research committed fraud to steal money from users and investors. That’s why a recent New York Times interview was widely derided for seeming to frame FTX’s collapse as the result of mismanagement rather than malfeasance. A Wall Street Journal article lamented FTX's loss of charitable donations, bolstering Bankman's philanthropic pose. Matthew Yglesias, court chronicler of the neoliberal status quo, seemed to whitewash his own entanglements by crediting SBF's money with helping Democrats in 2020 – sidestepping the likelihood that the money was embezzled.
Many outlets have called what happened to FTX a "bank run" or a "run on deposits," but Bankman-Fried insists the company was overleveraged and disorganized. Both attempts to frame the fallout obscure the core issue: customer funds misused.
Because banks lend customer funds to generate returns, they can experience "bank runs." If everyone withdraws at once, they can experience a short-term cash crunch but there won't be a long-term problem.
Crypto exchanges like FTX aren't banks. They don't do bank-style lending, so a withdrawal surge shouldn't strain liquidity. FTX promised customers it wouldn't lend or use their crypto.
Alameda's balance sheet blurs SBF's crypto empire.
The funds were sent to Alameda Research, where they were apparently gambled away. This is massive theft. According to a bankruptcy document, up to 1 million customers could be affected.
In less than a month, reporting and the bankruptcy process have uncovered a laundry list of decisions and practices that would constitute financial fraud if FTX had been a U.S.-regulated entity, even without crypto-specific rules. These ploys may be litigated in U.S. courts if they enabled the theft of American property.
The list is very, very long.
The many crimes of Sam Bankman-Fried and FTX
At the heart of SBF's fraud are the deep and (literally) intimate ties between FTX and Alameda Research, a hedge fund he co-founded. An exchange makes money from transaction fees on user assets, but Alameda trades and invests its own funds.
Bankman-Fried called FTX and Alameda "wholly separate" and resigned as Alameda's CEO in 2019. The two operations were closely linked. Bankman-Fried and Alameda CEO Caroline Ellison were romantically linked.
These circumstances enabled SBF's sin. Within days of FTX's first signs of weakness, it was clear the exchange was funneling customer assets to Alameda for trading, lending, and investing. Reuters reported on Nov. 12 that FTX sent $10 billion to Alameda. As much as $2 billion was believed to have disappeared after being sent to Alameda. Now the losses look worse.
It's unclear why those funds were sent to Alameda or when Bankman-Fried betrayed his depositors. On-chain analysis shows most FTX to Alameda transfers occurred in late 2021, and bankruptcy filings show both lost $3.7 billion in 2021.
SBF's companies lost millions before the 2022 crypto bear market. They may have stolen funds before Terra and Three Arrows Capital, which killed many leveraged crypto players.
FTT loans and prints
CoinDesk's report on Alameda's FTT holdings ignited FTX and Alameda Research. FTX created this instrument, but only a small portion was traded publicly; FTX and Alameda held the rest. These holdings were illiquid, meaning they couldn't be sold at market price. Bankman-Fried valued its stock at the fictitious price.
FTT tokens were reportedly used as collateral for loans, including FTX loans to Alameda. Close ties between FTX and Alameda made the FTT token harder or more expensive to use as collateral, reducing the risk to customer funds.
This use of an internal asset as collateral for loans between clandestinely related entities is similar to Enron's 1990s accounting fraud. These executives served 12 years in prison.
Alameda's margin liquidation exemption
Alameda Research had a "secret exemption" from FTX's liquidation and margin trading rules, according to legal filings by FTX's new CEO.
FTX, like other crypto platforms and some equity or commodity services, offered "margin" or loans for trades. These loans are usually collateralized, meaning borrowers put up other funds or assets. If a margin trade loses enough money, the exchange will sell the user's collateral to pay off the initial loan.
Keeping asset markets solvent requires liquidating bad margin positions. Exempting Alameda would give it huge advantages while exposing other FTX users to hidden risks. Alameda could have kept losing positions open while closing out competitors. Alameda could lose more on FTX than it could pay back, leaving a hole in customer funds.
The exemption is criminal in multiple ways. FTX was fraudulently marketed overall. Instead of a level playing field, there were many customers.
Above them all, with shotgun poised, was Alameda Research.
Alameda front-running FTX listings
Argus says there's circumstantial evidence that Alameda Research had insider knowledge of FTX's token listing plans. Alameda was able to buy large amounts of tokens before the listing and sell them after the price bump.
If true, these claims would be the most brazenly illegal of Alameda and FTX's alleged shenanigans. Even if the tokens aren't formally classified as securities, insider trading laws may apply.
In a similar case this year, an OpenSea employee was charged with wire fraud for allegedly insider trading. This employee faces 20 years in prison for front-running monkey JPEGs.
Huge loans to executives
Alameda Research reportedly lent FTX executives $4.1 billion, including massive personal loans. Bankman-Fried received $1 billion in personal loans and $2.3 billion for an entity he controlled, Paper Bird. Nishad Singh, director of engineering, was given $543 million, and FTX Digital Markets co-CEO Ryan Salame received $55 million.
FTX has more smoking guns than a Texas shooting range, but this one is the smoking bazooka – a sign of criminal intent. It's unclear how most of the personal loans were used, but liquidators will have to recoup the money.
The loans to Paper Bird were even more worrisome because they created another related third party to shuffle assets. Forbes speculates that some Paper Bird funds went to buy Binance's FTX stake, and Paper Bird committed hundreds of millions to outside investments.
FTX Inner Circle: Who's Who
That included many FTX-backed VC funds. Time will tell if this financial incest was criminal fraud. It fits Bankman-pattern Fried's of using secret flows, leverage, and funny money to inflate asset prices.
FTT or loan 'bailouts'
Also. As the crypto bear market continued in 2022, Bankman-Fried proposed bailouts for bankrupt crypto lenders BlockFi and Voyager Digital. CoinDesk was among those deceived, welcoming SBF as a J.P. Morgan-style sector backstop.
In a now-infamous interview with CNBC's "Squawk Box," Bankman-Fried referred to these decisions as bets that may or may not pay off.
But maybe not. Bloomberg's Matt Levine speculated that FTX backed BlockFi with FTT money. This Monopoly bailout may have been intended to hide FTX and Alameda liabilities that would have been exposed if BlockFi went bankrupt sooner. This ploy has no name, but it echoes other corporate frauds.
Secret bank purchase
Alameda Research invested $11.5 million in the tiny Farmington State Bank, doubling its net worth. As a non-U.S. entity and an investment firm, Alameda should have cleared regulatory hurdles before acquiring a U.S. bank.
In the context of FTX, the bank's stake becomes "ominous." Alameda and FTX could have done more shenanigans with bank control. Compare this to the Bank for Credit and Commerce International's failed attempts to buy U.S. banks. BCCI was even nefarious than FTX and wanted to buy U.S. banks to expand its money-laundering empire.
The mainstream's mistakes
These are complex and nuanced forms of fraud that echo traditional finance models. This obscurity helped Bankman-Fried masquerade as an honest player and likely kept coverage soft after the collapse.
Bankman-Fried had a scruffy, nerdy image, like Mark Zuckerberg and Adam Neumann. In interviews, he spoke nonsense about an industry full of jargon and complicated tech. Strategic donations and insincere ideological statements helped him gain political and social influence.
SBF' s'Effective' Altruism Blew Up FTX
Bankman-Fried has continued to muddy the waters with disingenuous letters, statements, interviews, and tweets since his con collapsed. He's tried to portray himself as a well-intentioned but naive kid who made some mistakes. This is a softer, more pernicious version of what Trump learned from mob lawyer Roy Cohn. Bankman-Fried doesn't "deny, deny, deny" but "confuse, evade, distort."
It's mostly worked. Kevin O'Leary, who plays an investor on "Shark Tank," repeats Bankman-SBF's counterfactuals. O'Leary called Bankman-Fried a "savant" and "probably one of the most accomplished crypto traders in the world" in a Nov. 27 interview with Business Insider, despite recent data indicating immense trading losses even when times were good.
O'Leary's status as an FTX investor and former paid spokesperson explains his continued affection for Bankman-Fried despite contradictory evidence. He's not the only one promoting Bankman-Fried. The disgraced son of two Stanford law professors will defend himself at Wednesday's DealBook Summit.
SBF's fraud and theft rival those of Bernie Madoff and Jho Low. Whether intentionally or through malign ineptitude, the fraud echoes Worldcom and Enron.
The Perverse Impacts of Anti-Money-Laundering
The principals in all of those scandals wound up either sentenced to prison or on the run from the law. Sam Bankman-Fried clearly deserves to share their fate.
Read the full article here.
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Stephen Moore
3 years ago
Adam Neumanns is working to create the future of living in a classic example of a guy failing upward.
The comeback tour continues…
First, he founded a $47 billion co-working company (sorry, a “tech company”).
He established WeLive to disrupt apartment life.
Then he created WeGrow, a school that tossed aside the usual curriculum to feed children's souls and release their potential.
He raised the world’s consciousness.
Then he blew it all up (without raising the world’s consciousness). (He bought a wave pool.)
Adam Neumann's WeWork business burned investors' money. The founder sailed off with unimaginable riches, leaving long-time employees with worthless stocks and the company bleeding money. His track record, which includes a failing baby clothing company, should have stopped investors cold.
Once the dust settled, folks went on. We forgot about the Neumanns! We forgot about the private jets, company retreats, many houses, and WeWork's crippling. In that moment, the prodigal son of entrepreneurship returned, choosing the blockchain as his industry. His homecoming tour began with Flowcarbon, which sold Goddess Nature Tokens to lessen companies' carbon footprints.
Did it work?
Of course not.
Despite receiving $70 million from Andreessen Horowitz's a16z, the project has been halted just two months after its announcement.
This triumph should lower his grade.
Neumann seems to have moved on and has another revolutionary idea for the future of living. Flow (not Flowcarbon) aims to help people live in flow and will launch in 2023. It's the classic Neumann pitch: lofty goals, yogababble, and charisma to attract investors.
It's a winning formula for one investment fund. a16z has backed the project with its largest single check, $350 million. It has a splash page and 3,000 rental units, but is valued at over $1 billion. The blog post praised Neumann for reimagining the office and leading a paradigm-shifting global company.
Flow's mission is to solve the nation's housing crisis. How? Idk. It involves offering community-centric services in apartment properties to the same remote workforce he once wooed with free beer and a pingpong table. Revolutionary! It seems the goal is to apply WeWork's goals of transforming physical spaces and building community to apartments to solve many of today's housing problems.
The elevator pitch probably sounded great.
At least a16z knows it's a near-impossible task, calling it a seismic shift. Marc Andreessen opposes affordable housing in his wealthy Silicon Valley town. As details of the project emerge, more investors will likely throw ethics and morals out the window to go with the flow, throwing money at a man known for burning through it while building toxic companies, hoping he can bank another fantasy valuation before it all crashes.
Insanity is repeating the same action and expecting a different result. Everyone on the Neumann hype train needs to sober up.
Like WeWork, this venture Won’tWork.
Like before, it'll cause a shitstorm.

Sanjay Priyadarshi
3 years ago
A 19-year-old dropped out of college to build a $2,300,000,000 company in 2 years.
His success was unforeseeable.
2014 saw Facebook's $2.3 billion purchase of Oculus VR.
19-year-old Palmer Luckey founded Oculus. He quit journalism school. His parents worried about his college dropout.
Facebook bought Oculus VR in less than 2 years.
Palmer Luckey started Anduril Industries. Palmer has raised $385 million with Anduril.
The Oculus journey began in a trailer
Palmer Luckey, 19, owned the trailer.
Luckey had his trailer customized. The trailer had all six of Luckey's screens. In the trailer's remaining area, Luckey conducted hardware tests.
At 16, he became obsessed with virtual reality. Virtual reality was rare at the time.
Luckey didn't know about VR when he started.
Previously, he liked "portabilizing" mods. Hacking ancient game consoles into handhelds.
In his city, fewer portabilizers actively traded.
Luckey started "ModRetro" for other portabilizers. Luckey was exposed to VR headsets online.
Luckey:
“Man, ModRetro days were the best.”
Palmer Luckey used VR headsets for three years. His design had 50 prototypes.
Luckey used to work at the Long Beach Sailing Center for minimum salary, servicing diesel engines and cleaning boats.
Luckey worked in a USC Institute for Creative Technologies mixed reality lab in July 2011. (ICT).
Luckey cleaned the lab, did reports, and helped other students with VR projects.
Luckey's lab job was dull.
Luckey chose to work in the lab because he wanted to engage with like-minded folks.
By 2012, Luckey had a prototype he hoped to share globally. He made cheaper headsets than others.
Luckey wanted to sell an easy-to-assemble virtual reality kit on Kickstarter.
He realized he needed a corporation to do these sales legally. He started looking for names. "Virtuality," "virtual," and "VR" are all taken.
Hence, Oculus.
If Luckey sold a hundred prototypes, he would be thrilled since it would boost his future possibilities.
John Carmack, legendary game designer
Carmack has liked sci-fi and fantasy since infancy.
Carmack loved imagining intricate gaming worlds.
His interest in programming and computer science grew with age.
He liked graphics. He liked how mismatching 0 and 1 might create new colors and visuals.
Carmack played computer games as a teen. He created Shadowforge in high school.
He founded Id software in 1991. When Carmack created id software, console games were the best-sellers.
Old computer games have weak graphics. John Carmack and id software developed "adaptive tile refresh."
This technique smoothed PC game scrolling. id software launched 3-D, Quake, and Doom using "adaptive tile refresh."
These games made John Carmack a gaming star. Later, he sold Id software to ZeniMax Media.
How Palmer Luckey met Carmack
In 2011, Carmack was thinking a lot about 3-D space and virtual reality.
He was underwhelmed by the greatest HMD on the market. Because of their flimsiness and latency.
His disappointment was partly due to the view (FOV). Best HMD had 40-degree field of view.
Poor. The best VR headset is useless with a 40-degree FOV.
Carmack intended to show the press Doom 3 in VR. He explored VR headsets and internet groups for this reason.
Carmack identified a VR enthusiast in the comments section of "LEEP on the Cheap." "PalmerTech" was the name.
Carmack approached PalmerTech about his prototype. He told Luckey about his VR demos, so he wanted to see his prototype.
Carmack got a Rift prototype. Here's his May 17 tweet.
John Carmack tweeted an evaluation of the Luckey prototype.
Dan Newell, a Valve engineer, and Mick Hocking, a Sony senior director, pre-ordered Oculus Rift prototypes with Carmack's help.
Everyone praised Luckey after Carmack demoed Rift.
Palmer Luckey received a job offer from Sony.
It was a full-time position at Sony Computer Europe.
He would run Sony’s R&D lab.
The salary would be $70k.
Who is Brendan Iribe?
Brendan Iribe started early with Startups. In 2004, he and Mike Antonov founded Scaleform.
Scaleform created high-performance middleware. This package allows 3D Flash games.
In 2011, Iribe sold Scaleform to Autodesk for $36 million.
How Brendan Iribe discovered Palmer Luckey.
Brendan Iribe's friend Laurent Scallie.
Laurent told Iribe about a potential opportunity.
Laurent promised Iribe VR will work this time. Laurent introduced Iribe to Luckey.
Iribe was doubtful after hearing Laurent's statements. He doubted Laurent's VR claims.
But since Laurent took the name John Carmack, Iribe thought he should look at Luckey Innovation. Iribe was hooked on virtual reality after reading Palmer Luckey stories.
He asked Scallie about Palmer Luckey.
Iribe convinced Luckey to start Oculus with him
First meeting between Palmer Luckey and Iribe.
The Iribe team wanted Luckey to feel comfortable.
Iribe sought to convince Luckey that launching a company was easy. Iribe told Luckey anyone could start a business.
Luckey told Iribe's staff he was homeschooled from childhood. Luckey took self-study courses.
Luckey had planned to launch a Kickstarter campaign and sell kits for his prototype. Many companies offered him jobs, nevertheless.
He's considering Sony's offer.
Iribe advised Luckey to stay independent and not join a firm. Iribe asked Luckey how he could raise his child better. No one sees your baby like you do?
Iribe's team pushed Luckey to stay independent and establish a software ecosystem around his device.
After conversing with Iribe, Luckey rejected every job offer and merger option.
Iribe convinced Luckey to provide an SDK for Oculus developers.
After a few months. Brendan Iribe co-founded Oculus with Palmer Luckey. Luckey trusted Iribe and his crew, so he started a corporation with him.
Crowdfunding
Brendan Iribe and Palmer Luckey launched a Kickstarter.
Gabe Newell endorsed Palmer's Kickstarter video.
Gabe Newell wants folks to trust Palmer Luckey since he's doing something fascinating and answering tough questions.
Mark Bolas and David Helgason backed Palmer Luckey's VR Kickstarter video.
Luckey introduced Oculus Rift during the Kickstarter campaign. He introduced virtual reality during press conferences.
Oculus' Kickstarter effort was a success. Palmer Luckey felt he could raise $250,000.
Oculus raised $2.4 million through Kickstarter. Palmer Luckey's virtual reality vision was well-received.
Mark Zuckerberg's Oculus discovery
Brendan Iribe and Palmer Luckey hired the right personnel after a successful Kickstarter campaign.
Oculus needs a lot of money for engineers and hardware. They needed investors' money.
Series A raised $16M.
Next, Andreessen Horowitz partner Brain Cho approached Iribe.
Cho told Iribe that Andreessen Horowitz could invest in Oculus Series B if the company solved motion sickness.
Mark Andreessen was Iribe's dream client.
Marc Andreessen and his partners gave Oculus $75 million.
Andreessen introduced Iribe to Zukerberg. Iribe and Zukerberg discussed the future of games and virtual reality by phone.
Facebook's Oculus demo
Iribe showed Zuckerberg Oculus.
Mark was hooked after using Oculus. The headset impressed him.
The whole Facebook crew who saw the demo said only one thing.
“Holy Crap!”
This surprised them all.
Mark Zuckerberg was impressed by the team's response. Mark Zuckerberg met the Oculus team five days after the demo.
First meeting Palmer Luckey.
Palmer Luckey is one of Mark's biggest supporters and loves Facebook.
Oculus Acquisition
Zuckerberg wanted Oculus.
Brendan Iribe had requested for $4 billion, but Mark wasn't interested.
Facebook bought Oculus for $2.3 billion after months of drama.
After selling his company, how does Palmer view money?
Palmer loves the freedom money gives him. Money frees him from small worries.
Money has allowed him to pursue things he wouldn't have otherwise.
“If I didn’t have money I wouldn’t have a collection of vintage military vehicles…You can have nice hobbies that keep you relaxed when you have money.”
He didn't start Oculus to generate money. His virtual reality passion spanned years.
He didn't have to lie about how virtual reality will transform everything until he needed funding.
The company's success was an unexpected bonus. He was merely passionate about a good cause.
After Oculus' $2.3 billion exit, what changed?
Palmer didn't mind being rich. He did similar things.
After Facebook bought Oculus, he moved to Silicon Valley and lived in a 12-person shared house due to high rents.
Palmer might have afforded a big mansion, but he prefers stability and doing things because he wants to, not because he has to.
“Taco Bell is never tasted so good as when you know you could afford to never eat taco bell again.”
Palmer's leadership shifted.
Palmer changed his leadership after selling Oculus.
When he launched his second company, he couldn't work on his passions.
“When you start a tech company you do it because you want to work on a technology, that is why you are interested in that space in the first place. As the company has grown, he has realized that if he is still doing optical design in the company it’s because he is being negligent about the hiring process.”
Once his startup grows, the founder's responsibilities shift. He must recruit better firm managers.
Recruiting talented people becomes the top priority. The founder must convince others of their influence.
A book that helped me write this:
The History of the Future: Oculus, Facebook, and the Revolution That Swept Virtual Reality — Blake Harris
*This post is a summary. Read the full article here.

Liam Vaughan
3 years ago
Investors can bet big on almost anything on a new prediction market.
Kalshi allows five-figure bets on the Grammys, the next Covid wave, and future SEC commissioners. Worst-case scenario
On Election Day 2020, two young entrepreneurs received a call from the CFTC chairman. Luana Lopes Lara and Tarek Mansour spent 18 months trying to start a new type of financial exchange. Instead of betting on stock prices or commodity futures, people could trade instruments tied to real-world events, such as legislation, the weather, or the Oscar winner.
Heath Tarbert, a Trump appointee, shouted "Congratulations." "You're competing with 1840s-era markets. I'm sure you'll become a powerhouse too."
Companies had tried to introduce similar event markets in the US for years, but Tarbert's agency, the CFTC, said no, arguing they were gambling and prone to cheating. Now the agency has reversed course, approving two 24-year-olds who will have first-mover advantage in what could become a huge new asset class. Kalshi Inc. raised $30 million from venture capitalists within weeks of Tarbert's call, his representative says. Mansour, 26, believes this will be bigger than crypto.
Anyone who's read The Wisdom of Crowds knows prediction markets' potential. Well-designed markets can help draw out knowledge from disparate groups, and research shows that when money is at stake, people make better predictions. Lopes Lara calls it a "bullshit tax." That's why Google, Microsoft, and even the US Department of Defense use prediction markets internally to guide decisions, and why university-linked political betting sites like PredictIt sometimes outperform polls.
Regulators feared Wall Street-scale trading would encourage investors to manipulate reality. If the stakes are high enough, traders could pressure congressional staffers to stall a bill or bet on whether Kanye West's new album will drop this week. When Lopes Lara and Mansour pitched the CFTC, senior regulators raised these issues. Politically appointed commissioners overruled their concerns, and one later joined Kalshi's board.
Will Kanye’s new album come out next week? Yes or no?
Kalshi's victory was due more to lobbying and legal wrangling than to Silicon Valley-style innovation. Lopes Lara and Mansour didn't invent anything; they changed a well-established concept's governance. The result could usher in a new era of market-based enlightenment or push Wall Street's destructive tendencies into the real world.
If Kalshi's founders lacked experience to bolster their CFTC application, they had comical youth success. Lopes Lara studied ballet at the Brazilian Bolshoi before coming to the US. Mansour won France's math Olympiad. They bonded over their work ethic in an MIT computer science class.
Lopes Lara had the idea for Kalshi while interning at a New York hedge fund. When the traders around her weren't working, she noticed they were betting on the news: Would Apple hit a trillion dollars? Kylie Jenner? "It was anything," she says.
Are mortgage rates going up? Yes or no?
Mansour saw the business potential when Lopes Lara suggested it. He interned at Goldman Sachs Group Inc., helping investors prepare for the UK leaving the EU. Goldman sold clients complex stock-and-derivative combinations. As he discussed it with Lopes Lara, they agreed that investors should hedge their risk by betting on Brexit itself rather than an imperfect proxy.
Lopes Lara and Mansour hypothesized how a marketplace might work. They settled on a "event contract," a binary-outcome instrument like "Will inflation hit 5% by the end of the month?" The contract would settle at $1 (if the event happened) or zero (if it didn't), but its price would fluctuate based on market sentiment. After a good debate, a politician's election odds may rise from 50 to 55. Kalshi would charge a commission on every trade and sell data to traders, political campaigns, businesses, and others.
In October 2018, five months after graduation, the pair flew to California to compete in a hackathon for wannabe tech founders organized by the Silicon Valley incubator Y Combinator. They built a website in a day and a night and presented it to entrepreneurs the next day. Their prototype barely worked, but they won a three-month mentorship program and $150,000. Michael Seibel, managing director of Y Combinator, said of their idea, "I had to take a chance!"
Will there be another moon landing by 2025?
Seibel's skepticism was rooted in America's historical wariness of gambling. Roulette, poker, and other online casino games are largely illegal, and sports betting was only legal in a few states until May 2018. Kalshi as a risk-hedging platform rather than a bookmaker seemed like a good idea, but convincing the CFTC wouldn't be easy. In 2012, the CFTC said trading on politics had no "economic purpose" and was "contrary to the public interest."
Lopes Lara and Mansour cold-called 60 Googled lawyers during their time at Y Combinator. Everyone advised quitting. Mansour recalls the pain. Jeff Bandman, a former CFTC official, helped them navigate the agency and its characters.
When they weren’t busy trying to recruit lawyers, Lopes Lara and Mansour were meeting early-stage investors. Alfred Lin of Sequoia Capital Operations LLC backed Airbnb, DoorDash, and Uber Technologies. Lin told the founders their idea could capitalize on retail trading and challenge how the financial world manages risk. "Come back with regulatory approval," he said.
In the US, even small bets on most events were once illegal. Under the Commodity Exchange Act, the CFTC can stop exchanges from listing contracts relating to "terrorism, assassination, war" and "gaming" if they are "contrary to the public interest," which was often the case.
Will subway ridership return to normal? Yes or no?
In 1988, as academic interest in the field grew, the agency allowed the University of Iowa to set up a prediction market for research purposes, as long as it didn't make a profit or advertise and limited bets to $500. PredictIt, the biggest and best-known political betting platform in the US, also got an exemption thanks to an association with Victoria University of Wellington in New Zealand. Today, it's a sprawling marketplace with its own subculture and lingo. PredictIt users call it "Rules Cuck Panther" when they lose on a technicality. Major news outlets cite PredictIt's odds on Discord and the Star Spangled Gamblers podcast.
CFTC limits PredictIt bets to $850. To keep traders happy, PredictIt will often run multiple variations of the same question, listing separate contracts for two dozen Democratic primary candidates, for example. A trader could have more than $10,000 riding on a single outcome. Some of the site's traders are current or former campaign staffers who can answer questions like "How many tweets will Donald Trump post from Nov. 20 to 27?" and "When will Anthony Scaramucci's role as White House communications director end?"
According to PredictIt co-founder John Phillips, politicians help explain the site's accuracy. "Prediction markets work well and are accurate because they attract people with superior information," he said in a 2016 podcast. “In the financial stock market, it’s called inside information.”
Will Build Back Better pass? Yes or no?
Trading on nonpublic information is illegal outside of academia, which presented a dilemma for Lopes Lara and Mansour. Kalshi's forecasts needed to be accurate. Kalshi must eliminate insider trading as a regulated entity. Lopes Lara and Mansour wanted to build a high-stakes PredictIt without the anarchy or blurred legal lines—a "New York Stock Exchange for Events." First, they had to convince regulators event trading was safe.
When Lopes Lara and Mansour approached the CFTC in the spring of 2019, some officials in the Division of Market Oversight were skeptical, according to interviews with people involved in the process. For all Kalshi's talk of revolutionizing finance, this was just a turbocharged version of something that had been rejected before.
The DMO couldn't see the big picture. The staff review was supposed to ensure Kalshi could complete a checklist, "23 Core Principles of a Designated Contract Market," which included keeping good records and having enough money. The five commissioners decide. With Trump as president, three of them were ideologically pro-market.
Lopes Lara, Mansour, and their lawyer Bandman, an ex-CFTC official, answered the DMO's questions while lobbying the commissioners on Zoom about the potential of event markets to mitigate risks and make better decisions. Before each meeting, they would write a script and memorize it word for word.
Will student debt be forgiven? Yes or no?
Several prediction markets that hadn't sought regulatory approval bolstered Kalshi's case. Polymarket let customers bet hundreds of thousands of dollars anonymously using cryptocurrencies, making it hard to track. Augur, which facilitates private wagers between parties using blockchain, couldn't regulate bets and hadn't stopped users from betting on assassinations. Kalshi, by comparison, argued it was doing everything right. (The CFTC fined Polymarket $1.4 million for operating an unlicensed exchange in January 2022. Polymarket says it's now compliant and excited to pioneer smart contract-based financial solutions with regulators.
Kalshi was approved unanimously despite some DMO members' concerns about event contracts' riskiness. "Once they check all the boxes, they're in," says a CFTC insider.
Three months after CFTC approval, Kalshi announced funding from Sequoia, Charles Schwab, and Henry Kravis. Sequoia's Lin, who joined the board, said Tarek, Luana, and team created a new way to invest and engage with the world.
The CFTC hadn't asked what markets the exchange planned to run since. After approval, Lopes Lara and Mansour had the momentum. Kalshi's March list of 30 proposed contracts caused chaos at the DMO. The division handles exchanges that create two or three new markets a year. Kalshi’s business model called for new ones practically every day.
Uncontroversial proposals included weather and GDP questions. Others, on the initial list and later, were concerning. DMO officials feared Covid-19 contracts amounted to gambling on human suffering, which is why war and terrorism markets are banned. (Similar logic doomed ex-admiral John Poindexter's Policy Analysis Market, a Bush-era plan to uncover intelligence by having security analysts bet on Middle East events.) Regulators didn't see how predicting the Grammy winners was different from betting on the Patriots to win the Super Bowl. Who, other than John Legend, would need to hedge the best R&B album winner?
Event contracts raised new questions for the DMO's product review team. Regulators could block gaming contracts that weren't in the public interest under the Commodity Exchange Act, but no one had defined gaming. It was unclear whether the CFTC had a right or an obligation to consider whether a contract was in the public interest. How was it to determine public interest? Another person familiar with the CFTC review says, "It was a mess." The agency didn't comment.
CFTC staff feared some event contracts could be cheated. Kalshi wanted to run a bee-endangerment market. The DMO pushed back, saying it saw two problems symptomatic of the asset class: traders could press government officials for information, and officials could delay adding the insects to the list to cash in.
The idea that traders might manipulate prediction markets wasn't paranoid. In 2013, academics David Rothschild and Rajiv Sethi found that an unidentified party lost $7 million buying Mitt Romney contracts on Intrade, a now-defunct, unlicensed Irish platform, in the runup to the 2012 election. The authors speculated that the trader, whom they dubbed the “Romney Whale,” may have been looking to boost morale and keep donations coming in.
Kalshi said manipulation and insider trading are risks for any market. It built a surveillance system and said it would hire a team to monitor it. "People trade on events all the time—they just use options and other instruments. This brings everything into the open, Mansour says. Kalshi didn't include election contracts, a red line for CFTC Democrats.
Lopes Lara and Mansour were ready to launch kalshi.com that summer, but the DMO blocked them. Product reviewers were frustrated by spending half their time on an exchange that represented a tiny portion of the derivatives market. Lopes Lara and Mansour pressed politically appointed commissioners during the impasse.
Tarbert, the chairman, had moved on, but Kalshi found a new supporter in Republican Brian Quintenz, a crypto-loving former hedge fund manager. He was unmoved by the DMO's concerns, arguing that speculation on Kalshi's proposed events was desirable and the agency had no legal standing to prevent it. He supported a failed bid to allow NFL futures earlier this year. Others on the commission were cautious but supportive. Given the law's ambiguity, they worried they'd be on shaky ground if Kalshi sued if they blocked a contract. Without a permanent chairman, the agency lacked leadership.
To block a contract, DMO staff needed a majority of commissioners' support, which they didn't have in all but a few cases. "We didn't have the votes," a reviewer says, paraphrasing Hamilton. By the second half of 2021, new contract requests were arriving almost daily at the DMO, and the demoralized and overrun division eventually accepted defeat and stopped fighting back. By the end of the year, three senior DMO officials had left the agency, making it easier for Kalshi to list its contracts unimpeded.
Today, Kalshi is growing. 32 employees work in a SoHo office with big windows and exposed brick. Quintenz, who left the CFTC 10 months after Kalshi was approved, is on its board. He joined because he was interested in the market's hedging and risk management opportunities.
Mid-May, the company's website had 75 markets, such as "Will Q4 GDP be negative?" Will NASA land on the moon by 2025? The exchange recently reached 2 million weekly contracts, a jump from where it started but still a small number compared to other futures exchanges. Early adopters are PredictIt and Polymarket fans. Bets on the site are currently capped at $25,000, but Kalshi hopes to increase that to $100,000 and beyond.
With the regulatory drawbridge down, Lopes Lara and Mansour must move quickly. Chicago's CME Group Inc. plans to offer index-linked event contracts. Kalshi will release a smartphone app to attract customers. After that, it hopes to partner with a big brokerage. Sequoia is a major investor in Robinhood Markets Inc. Robinhood users could have access to Kalshi so that after buying GameStop Corp. shares, they'd be prompted to bet on the Oscars or the next Fed commissioner.
Some, like Illinois Democrat Sean Casten, accuse Robinhood and its competitors of gamifying trading to encourage addiction, but Kalshi doesn't seem worried. Mansour says Kalshi's customers can't bet more than they've deposited, making debt difficult. Eventually, he may introduce leveraged bets.
Tension over event contracts recalls another CFTC episode. Brooksley Born proposed regulating the financial derivatives market in 1994. Alan Greenspan and others in the government opposed her, saying it would stifle innovation and push capital overseas. Unrestrained, derivatives grew into a trillion-dollar industry until 2008, when they sparked the financial crisis.
Today, with a midterm election looming, it seems reasonable to ask whether Kalshi plans to get involved. Elections have historically been the biggest draw in prediction markets, with 125 million shares traded on PredictIt for 2020. “We can’t discuss specifics,” Mansour says. “All I can say is, you know, we’re always working on expanding the universe of things that people can trade on.”
Any election contracts would need CFTC approval, which may be difficult with three Democratic commissioners. A Republican president would change the equation.
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