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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

CyberPunkMetalHead

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

JEFF JOHN ROBERTS

3 years ago

What just happened in cryptocurrency? A plain-English Q&A about Binance's FTX takedown.

Crypto people have witnessed things. They've seen big hacks, mind-boggling swindles, and amazing successes. They've never seen a day like Tuesday, when the world's largest crypto exchange murdered its closest competition.

Here's a primer on Binance and FTX's lunacy and why it matters if you're new to crypto.

What happened?

CZ, a shrewd Chinese-Canadian billionaire, runs Binance. FTX, a newcomer, has challenged Binance in recent years. SBF (Sam Bankman-Fried)—a young American with wild hair—founded FTX (initials are a thing in crypto).

Last weekend, CZ complained about SBF's lobbying and then exploited Binance's market power to attack his competition.

How did CZ do that?

CZ invested in SBF's new cryptocurrency exchange when they were friends. CZ sold his investment in FTX for FTT when he no longer wanted it. FTX clients utilize those tokens to get trade discounts, although they are less liquid than Bitcoin.

SBF made a mistake by providing CZ just too many FTT tokens, giving him control over FTX. It's like Pepsi handing Coca-Cola a lot of stock it could sell at any time. CZ got upset with SBF and flooded the market with FTT tokens.

SBF owns a trading fund with many FTT tokens, therefore this was catastrophic. SBF sought to defend FTT's worth by selling other assets to buy up the FTT tokens flooding the market, but it didn't succeed, and as FTT's value plummeted, his liabilities exceeded his assets. By Tuesday, his companies were insolvent, so he sold them to his competition.

Crazy. How could CZ do that?

CZ likely did this to crush a rising competition. It was also personal. In recent months, regulators have been tough toward the crypto business, and Binance and FTX have been trying to stay on their good side. CZ believed SBF was poisoning U.S. authorities by saying CZ was linked to China, so CZ took retribution.

“We supported previously, but we won't pretend to make love after divorce. We're neutral. But we won't assist people that push against other industry players behind their backs," CZ stated in a tragic tweet on Sunday. He crushed his rival's company two days later.

So does Binance now own FTX?

No. Not yet. CZ has only stated that Binance signed a "letter of intent" to acquire FTX. CZ and SBF say Binance will protect FTX consumers' funds.

Who’s to blame?

You could blame CZ for using his control over FTX to destroy it. SBF is also being criticized for not disclosing the full overlap between FTX and his trading company, which controlled plenty of FTT. If he had been upfront, someone might have warned FTX about this vulnerability earlier, preventing this mess.

Others have alleged that SBF utilized customer monies to patch flaws in his enterprises' balance accounts. That happened to multiple crypto startups that collapsed this spring, which is unfortunate. These are allegations, not proof.

Why does this matter? Isn't this common in crypto?

Crypto is notorious for shady executives and pranks. FTX is the second-largest crypto business, and SBF was largely considered as the industry's golden boy who would help it get on authorities' good side. Thus far.

Does this affect cryptocurrency prices?

Short-term, it's bad. Prices fell on suspicions that FTX was in peril, then rallied when Binance rescued it, only to fall again later on Tuesday.

These occurrences have hurt FTT and SBF's Solana token. It appears like a huge token selloff is affecting the rest of the market. Bitcoin fell 10% and Ethereum 15%, which is bad but not catastrophic for the two largest coins by market cap.

Olga Kharif

3 years ago

A month after freezing customer withdrawals, Celsius files for bankruptcy.

Alex Mashinsky, CEO of Celsius, speaks at Web Summit 2021 in Lisbon. 

Celsius Network filed for Chapter 11 bankruptcy a month after freezing customer withdrawals, joining other crypto casualties.

Celsius took the step to stabilize its business and restructure for all stakeholders. The filing was done in the Southern District of New York.

The company, which amassed more than $20 billion by offering 18% interest on cryptocurrency deposits, paused withdrawals and other functions in mid-June, citing "extreme market conditions."

As the Fed raises interest rates aggressively, it hurts risk sentiment and squeezes funding costs. Voyager Digital Ltd. filed for Chapter 11 bankruptcy this month, and Three Arrows Capital has called in liquidators.

Celsius called the pause "difficult but necessary." Without the halt, "the acceleration of withdrawals would have allowed certain customers to be paid in full while leaving others to wait for Celsius to harvest value from illiquid or longer-term asset deployment activities," it said.

Celsius declined to comment. CEO Alex Mashinsky said the move will strengthen the company's future.

The company wants to keep operating. It's not requesting permission to allow customer withdrawals right now; Chapter 11 will handle customer claims. The filing estimates assets and liabilities between $1 billion and $10 billion.

Celsius is advised by Kirkland & Ellis, Centerview Partners, and Alvarez & Marsal.

Yield-promises

Celsius promised 18% returns on crypto loans. It lent those coins to institutional investors and participated in decentralized-finance apps.

When TerraUSD (UST) and Luna collapsed in May, Celsius pulled its funds from Terra's Anchor Protocol, which offered 20% returns on UST deposits. Recently, another large holding, staked ETH, or stETH, which is tied to Ether, became illiquid and discounted to Ether.

The lender is one of many crypto companies hurt by risky bets in the bear market. Also, Babel halted withdrawals. Voyager Digital filed for bankruptcy, and crypto hedge fund Three Arrows Capital filed for Chapter 15 bankruptcy.

According to blockchain data and tracker Zapper, Celsius repaid all of its debt in Aave, Compound, and MakerDAO last month.

Celsius charged Symbolic Capital Partners Ltd. 2,000 Ether as collateral for a cash loan on June 13. According to company filings, Symbolic was charged 2,545.25 Ether on June 11.

In July 6 filings, it said it reshuffled its board, appointing two new members and firing others.

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Cody Collins

Cody Collins

2 years ago

The direction of the economy is as follows.

What quarterly bank earnings reveal

Photo by Michael Dziedzic on Unsplash

Big banks know the economy best. Unless we’re talking about a housing crisis in 2007…

Banks are crucial to the U.S. economy. The Fed, communities, and investments exchange money.

An economy depends on money flow. Banks' views on the economy can affect their decision-making.

Most large banks released quarterly earnings and forward guidance last week. Others were pessimistic about the future.

What Makes Banks Confident

Bank of America's profit decreased 30% year-over-year, but they're optimistic about the economy. Comparatively, they're bullish.

Who banks serve affects what they see. Bank of America supports customers.

They think consumers' future is bright. They believe this for many reasons.

The average customer has decent credit, unless the system is flawed. Bank of America's new credit card and mortgage borrowers averaged 771. New-car loan and home equity borrower averages were 791 and 797.

2008's housing crisis affected people with scores below 620.

Bank of America and the economy benefit from a robust consumer. Major problems can be avoided if individuals maintain spending.

Reasons Other Banks Are Less Confident

Spending requires income. Many companies, mostly in the computer industry, have announced they will slow or freeze hiring. Layoffs are frequently an indication of poor times ahead.

BOA is positive, but investment banks are bearish.

Jamie Dimon, CEO of JPMorgan, outlined various difficulties our economy could confront.

But geopolitical tension, high inflation, waning consumer confidence, the uncertainty about how high rates have to go and the never-before-seen quantitative tightening and their effects on global liquidity, combined with the war in Ukraine and its harmful effect on global energy and food prices are very likely to have negative consequences on the global economy sometime down the road.

That's more headwinds than tailwinds.

JPMorgan, which helps with mergers and IPOs, is less enthusiastic due to these concerns. Incoming headwinds signal drying liquidity, they say. Less business will be done.

Final Reflections

I don't think we're done. Yes, stocks are up 10% from a month ago. It's a long way from old highs.

I don't think the stock market is a strong economic indicator.

Many executives foresee a 2023 recession. According to the traditional definition, we may be in a recession when Q2 GDP statistics are released next week.

Regardless of criteria, I predict the economy will have a terrible year.

Weekly layoffs are announced. Inflation persists. Will prices return to 2020 levels if inflation cools? Perhaps. Still expensive energy. Ukraine's war has global repercussions.

I predict BOA's next quarter earnings won't be as bullish about the consumer's strength.

Mia Gradelski

Mia Gradelski

3 years ago

Six Things Best-With-Money People Do Follow

I shouldn't generalize, yet this is true.

Spending is simpler than earning.

Prove me wrong, but with home debt at $145k in 2020 and individual debt at $67k, people don't have their priorities straight.

Where does this loan originate?

Under-50 Americans owed $7.86 trillion in Q4 20T. That's more than the US's 3-trillion-dollar deficit.

Here’s a breakdown:
🏡 Mortgages/Home Equity Loans = $5.28 trillion (67%)
🎓 Student Loans = $1.20 trillion (15%)
🚗 Auto Loans = $0.80 trillion (10%)
💳 Credit Cards = $0.37 trillion (5%)
🏥 Other/Medical = $0.20 trillion (3%)

Images.google.com

At least the Fed and government can explain themselves with their debt balance which includes:

-Providing stimulus packages 2x for Covid relief

-Stabilizing the economy

-Reducing inflation and unemployment

-Providing for the military, education and farmers

No American should have this much debt.

Don’t get me wrong. Debt isn’t all the same. Yes, it’s a negative number but it carries different purposes which may not be all bad.

Good debt: Use those funds in hopes of them appreciating as an investment in the future

-Student loans
-Business loan
-Mortgage, home equity loan
-Experiences

Paying cash for a home is wasteful. Just if the home is exceptionally uncommon, only 1 in a million on the market, and has an incredible bargain with numerous bidders seeking higher prices should you do so.

To impress the vendor, pay cash so they can sell it quickly. Most people can't afford most properties outright. Only 15% of U.S. homebuyers can afford their home. Zillow reports that only 37% of homes are mortgage-free.

People have clearly overreached.

Ignore appearances.

5% down can buy a 10-bedroom mansion.

Not paying in cash isn't necessarily a negative thing given property prices have increased by 30% since 2008, and throughout the epidemic, we've seen work-from-homers resort to the midwest, avoiding pricey coastal cities like NYC and San Francisco.

By no means do I think NYC is dead, nothing will replace this beautiful city that never sleeps, and now is the perfect time to rent or buy when everything is below average value for people who always wanted to come but never could. Once social distance ends, cities will recover. 24/7 sardine-packed subways prove New York isn't designed for isolation.

When buying a home, pay 20% cash and the balance with a mortgage. A mortgage must be incorporated into other costs such as maintenance, brokerage fees, property taxes, etc. If you're stuck on why a home isn't right for you, read here. A mortgage must be paid until the term date. Whether its a 10 year or 30 year fixed mortgage, depending on interest rates, especially now as the 10-year yield is inching towards 1.25%, it's better to refinance in a lower interest rate environment and pay off your debt as well since the Fed will be inching interest rates up following the 10-year eventually to stabilize the economy, but I believe that won't be until after Covid and when businesses like luxury, air travel, and tourism will get bashed.

Bad debt: I guess the contrary must be true. There is no way to profit from the loan in the future, therefore it is just money down the drain.

-Luxury goods
-Credit card debt
-Fancy junk
-Vacations, weddings, parties, etc.

Credit cards and school loans are the two largest risks to the financial security of those under 50 since banks love to compound interest to affect your credit score and make it tougher to take out more loans, not that you should with that much debt anyhow. With a low credit score and heavy debt, banks take advantage of you because you need aid to pay more for their services. Paying back debt is the challenge for most.

Choose Not Chosen

As a financial literacy advocate and blogger, I prefer not to brag, but I will now. I know what to buy and what to avoid. My parents educated me to live a frugal, minimalist stealth wealth lifestyle by choice, not because we had to.

That's the lesson.

The poorest person who shows off with bling is trying to seem rich.

Rich people know garbage is a bad investment. Investing in education is one of the best long-term investments. With information, you can do anything.

Good with money shun some items out of respect and appreciation for what they have.

Less is more.

Instead of copying the Joneses, use what you have. They may look cheerful and stylish in their 20k ft home, yet they may be as broke as OJ Simpson in his 20-bedroom mansion.

Let's look at what appears good to follow and maintain your wealth.

#1: Quality comes before quantity

Being frugal doesn't entail being cheap and cruel. Rich individuals care about relationships and treating others correctly, not impressing them. You don't have to be rich to be good with money, although most are since they don't live the fantasy lifestyle.

Underspending is appreciating what you have.

Many people believe organic food is the same as washing chemical-laden produce. Hopefully. Organic, vegan, fresh vegetables from upstate may be more expensive in the short term, but they will help you live longer and save you money in the long run.

Consider. You'll save thousands a month eating McDonalds 3x a day instead of fresh seafood, veggies, and organic fruit, but your life will be shortened. If you want to save money and die early, go ahead, but I assume we all want to break the world record for longest person living and would rather spend less. Plus, elderly people get tax breaks, medicare, pensions, 401ks, etc. You're living for free, therefore eating fast food forever is a terrible decision.

With a few longer years, you may make hundreds or millions more in the stock market, spend more time with family, and just live.

Folks, health is wealth.

Consider the future benefit, not simply the cash sign. Cheapness is useless.

Same with stuff. Don't stock your closet with fast-fashion you can't wear for years. Buying inexpensive goods that will fail tomorrow is stupid.

Investing isn't only in stocks. You're living. Consume less.

#2: If you cannot afford it twice, you cannot afford it once

I learned this from my dad in 6th grade. I've been lucky to travel, experience things, go to a great university, and conduct many experiments that others without a stable, decent lifestyle can afford.

I didn't live this way because of my parents' paycheck or financial knowledge.

Saving and choosing caused it.

I always bring cash when I shop. I ditch Apple Pay and credit cards since I can spend all I want on even if my account bounces.

Banks are nasty. When you lose it, they profit.

Cash hinders banks' profits. Carrying a big, hefty wallet with cash is lame and annoying, but it's the best method to only spend what you need. Not for vacation, but for tiny daily expenses.

Physical currency lets you know how much you have for lunch or a taxi.

It's physical, thus losing it prevents debt.

If you can't afford it, it will harm more than help.

#3: You really can purchase happiness with money.

If used correctly, yes.

Happiness and satisfaction differ.

It won't bring you fulfillment because you must work hard on your own to help others, but you can travel and meet individuals you wouldn't otherwise meet.

You can meet your future co-worker or strike a deal while waiting an hour in first class for takeoff, or you can meet renowned people at a networking brunch.

Seen a pattern here?

Your time and money are best spent on connections. Not automobiles or firearms. That’s just stuff. It doesn’t make you a better person.

Be different if you've earned less. Instead of trying to win the lotto or become an NFL star for your first big salary, network online for free.

Be resourceful. Sign up for LinkedIn, post regularly, and leave unengaged posts up because that shows power.

Consistency is beneficial.

I did that for a few months and met amazing people who helped me get jobs. Money doesn't create jobs, it creates opportunities.

Resist social media and scammers that peddle false hopes.

Choose wisely.

#4: Avoid gushing over titles and purchasing trash.

As Insider’s Hillary Hoffower reports, “Showing off wealth is no longer the way to signify having wealth. In the US particularly, the top 1% have been spending less on material goods since 2007.”

I checked my closet. No brand comes to mind. I've never worn a brand's logo and rotate 6 white shirts daily. I have my priorities and don't waste money or effort on clothing that won't fit me in a year.

Unless it's your full-time work, clothing shouldn't be part of our mornings.

Lifestyle of stealth wealth. You're so fulfilled that seeming homeless won't hurt your self-esteem.

That's self-assurance.

Extroverts aren't required.

That's irrelevant.

Showing off won't win you friends.

They'll like your personality.

#5: Time is the most valuable commodity.

Being rich doesn't entail working 24/7 M-F.

They work when they are ready to work.

Waking up at 5 a.m. won't make you a millionaire, but it will inculcate diligence and tenacity in you.

You have a busy day yet want to exercise. You can skip the workout or wake up at 4am instead of 6am to do it.

Emotion-driven lazy bums stay in bed.

Those that are accountable keep their promises because they know breaking one will destroy their week.

Since 7th grade, I've worked out at 5am for myself, not to impress others. It gives me greater energy to contribute to others, especially on weekends and holidays.

It's a habit that I have in my life.

Find something that you take seriously and makes you a better person.

As someone who is close to becoming a millionaire and has encountered them throughout my life, I can share with you a few important differences that have shaped who we are as a society based on the weekends:

-Read

-Sleep

-Best time to work with no distractions

-Eat together

-Take walks and be in nature

-Gratitude

-Major family time

-Plan out weeks

-Go grocery shopping because health = wealth

#6. Perspective is Important

Timing the markets will slow down your career. Professors preach scarcity, not abundance. Why should school teach success? They give us bad advice.

If you trust in abundance and luck by attempting and experimenting, growth will come effortlessly. Passion isn't a term that just appears. Mistakes and fresh people help. You can get money. If you don't think it's worth it, you won't.

You don’t have to be wealthy to be good at money, but most are for these reasons.  Rich is a mindset, wealth is power. Prioritize your resources. Invest in yourself, knowing the toughest part is starting.

Thanks for reading!

Ash Parrish

Ash Parrish

3 years ago

Sonic Prime and indie games on Netflix

Netflix will stream Spiritfarer, Raji: An Ancient Epic, and Lucky Luna.

Netflix's Geeked Week brought a slew of announcements. The flurry of reveals for The Sandman, The Umbrella Academy season 3, One Piece, and more also included game and game-adjacent announcements.

Netflix released a teaser for Cuphead season 2 ahead of its August premiere, featuring more of Grey DeLisle's Ms. Chalice. DOTA: Dragon's Blood season 3 hits Netflix in August. Tekken, the fighting game that throws kids off cliffs, gets an anime, Tekken: Bloodline.

Netflix debuted a clip of Sonic Prime before Sonic Origins in June and Sonic Frontiers in 2022.

Castlevania: Nocturne will follow Richter Belmont.

Netflix is reviving licensed games with titles based on its shows. There's a Queen's Gambit chess game, a Shadow and Bone RPG, a La Casa de Papel heist adventure, and a Too Hot to Handle game where a pregnant woman must choose between stabbing her cheating ex or forgiving him.

Riot's rhythm platformer Hextech Mayhem debuted on Netflix last year, and now Netflix is adding games from Devolver Digital. Reigns: Three Kingdoms is a card game that lets players choose the fate of Three Kingdoms-era China by swiping left or right on cards. Spiritfarer, the "cozy game about death" from 2020, and Raji: An Ancient Epic are coming to Netflix. Poinpy, a vertical climber from the creator of Downwell, is now on Netflix.

Desta: The Memories Between is a turn-based strategy game set in dreams and memories.

Snowman's Lucky Luna will also be added soon.

With these games, Netflix is expanding beyond dinky mobile games — it plans to have 50 by the end of the year — and could be a serious platform for indies that want to expand into mobile. It takes gaming seriously.