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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

Yusuf Ibrahim

Yusuf Ibrahim

3 years ago

How to sell 10,000 NFTs on OpenSea for FREE (Puppeteer/NodeJS)

So you've finished your NFT collection and are ready to sell it. Except you can't figure out how to mint them! Not sure about smart contracts or want to avoid rising gas prices. You've tried and failed with apps like Mini mouse macro, and you're not familiar with Selenium/Python. Worry no more, NodeJS and Puppeteer have arrived!

Learn how to automatically post and sell all 1000 of my AI-generated word NFTs (Nakahana) on OpenSea for FREE!

My NFT project — Nakahana |

NOTE: Only NFTs on the Polygon blockchain can be sold for free; Ethereum requires an initiation charge. NFTs can still be bought with (wrapped) ETH.

If you want to go right into the code, here's the GitHub link: https://github.com/Yusu-f/nftuploader

Let's start with the knowledge and tools you'll need.

What you should know

You must be able to write and run simple NodeJS programs. You must also know how to utilize a Metamask wallet.

Tools needed

  • NodeJS. You'll need NodeJs to run the script and NPM to install the dependencies.
  • Puppeteer – Use Puppeteer to automate your browser and go to sleep while your computer works.
  • Metamask – Create a crypto wallet and sign transactions using Metamask (free). You may learn how to utilize Metamask here.
  • Chrome – Puppeteer supports Chrome.

Let's get started now!

Starting Out

Clone Github Repo to your local machine. Make sure that NodeJS, Chrome, and Metamask are all installed and working. Navigate to the project folder and execute npm install. This installs all requirements.

Replace the “extension path” variable with the Metamask chrome extension path. Read this tutorial to find the path.

Substitute an array containing your NFT names and metadata for the “arr” variable and the “collection_name” variable with your collection’s name.

Run the script.

After that, run node nftuploader.js.

Open a new chrome instance (not chromium) and Metamask in it. Import your Opensea wallet using your Secret Recovery Phrase or create a new one and link it. The script will be unable to continue after this but don’t worry, it’s all part of the plan.

Next steps

Open your terminal again and copy the route that starts with “ws”, e.g. “ws:/localhost:53634/devtools/browser/c07cb303-c84d-430d-af06-dd599cf2a94f”. Replace the path in the connect function of the nftuploader.js script.

const browser = await puppeteer.connect({ browserWSEndpoint: "ws://localhost:58533/devtools/browser/d09307b4-7a75-40f6-8dff-07a71bfff9b3", defaultViewport: null });

Rerun node nftuploader.js. A second tab should open in THE SAME chrome instance, navigating to your Opensea collection. Your NFTs should now start uploading one after the other! If any errors occur, the NFTs and errors are logged in an errors.log file.

Error Handling

The errors.log file should show the name of the NFTs and the error type. The script has been changed to allow you to simply check if an NFT has already been posted. Simply set the “searchBeforeUpload” setting to true.

We're done!

If you liked it, you can buy one of my NFTs! If you have any concerns or would need a feature added, please let me know.

Thank you to everyone who has read and liked. I never expected it to be so popular.

Nitin Sharma

Nitin Sharma

2 years ago

Web3 Terminology You Should Know

The easiest online explanation.

Photo by Hammer & Tusk on Unsplash

Web3 is growing. Crypto companies are growing.

Instagram, Adidas, and Stripe adopted cryptocurrency.

Source: Polygon

Bitcoin and other cryptocurrencies made web3 famous.

Most don't know where to start. Cryptocurrency, DeFi, etc. are investments.

Since we don't understand web3, I'll help you today.

Let’s go.

1. Web3

It is the third generation of the web, and it is built on the decentralization idea which means no one can control it.

There are static webpages that we can only read on the first generation of the web (i.e. Web 1.0).

Web 2.0 websites are interactive. Twitter, Medium, and YouTube.

Each generation controlled the website owner. Simply put, the owner can block us. However, data breaches and selling user data to other companies are issues.

They can influence the audience's mind since they have control.

Assume Twitter's CEO endorses Donald Trump. Result? Twitter would have promoted Donald Trump with tweets and graphics, enhancing his chances of winning.

We need a decentralized, uncontrollable system.

And then there’s Web3.0 to consider. As Bitcoin and Ethereum values climb, so has its popularity. Web3.0 is uncontrolled web evolution. It's good and bad.

Dapps, DeFi, and DAOs are here. It'll all be explained afterwards.

2. Cryptocurrencies:

No need to elaborate.

Bitcoin, Ethereum, Cardano, and Dogecoin are cryptocurrencies. It's digital money used for payments and other uses.

Programs must interact with cryptocurrencies.

3. Blockchain:

Blockchain facilitates bitcoin transactions, investments, and earnings.

This technology governs Web3. It underpins the web3 environment.

Let us delve much deeper.

Blockchain is simple. However, the name expresses the meaning.

Blockchain is a chain of blocks.

Let's use an image if you don't understand.

The graphic above explains blockchain. Think Blockchain. The block stores related data.

Here's more.

4. Smart contracts

Programmers and developers must write programs. Smart contracts are these blockchain apps.

That’s reasonable.

Decentralized web3.0 requires immutable smart contracts or programs.

5. NFTs

Blockchain art is NFT. Non-Fungible Tokens.

Explaining Non-Fungible Token may help.

Two sorts of tokens:

  1. These tokens are fungible, meaning they can be changed. Think of Bitcoin or cash. The token won't change if you sell one Bitcoin and acquire another.

  2. Non-Fungible Token: Since these tokens cannot be exchanged, they are exclusive. For instance, music, painting, and so forth.

Right now, Companies and even individuals are currently developing worthless NFTs.

The concept of NFTs is much improved when properly handled.

6. Dapp

Decentralized apps are Dapps. Instagram, Twitter, and Medium apps in the same way that there is a lot of decentralized blockchain app.

Curve, Yearn Finance, OpenSea, Axie Infinity, etc. are dapps.

7. DAOs

DAOs are member-owned and governed.

Consider it a company with a core group of contributors.

8. DeFi

We all utilize centrally regulated financial services. We fund these banks.

If you have $10,000 in your bank account, the bank can invest it and retain the majority of the profits.

We only get a penny back. Some banks offer poor returns. To secure a loan, we must trust the bank, divulge our information, and fill out lots of paperwork.

DeFi was built for such issues.

Decentralized banks are uncontrolled. Staking, liquidity, yield farming, and more can earn you money.

Web3 beginners should start with these resources.

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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Dung Claire Tran

Dung Claire Tran

3 years ago

Is the future of brand marketing with virtual influencers?

Digital influences that mimic humans are rising.

Lil Miquela has 3M Instagram followers, 3.6M TikTok followers, and 30K Twitter followers. She's been on the covers of Prada, Dior, and Calvin Klein magazines. Miquela released Not Mine in 2017 and launched Hard Feelings at Lollapazoolas this year. This isn't surprising, given the rise of influencer marketing.

This may be unexpected. Miquela's fake. Brud, a Los Angeles startup, produced her in 2016.

Lil Miquela is one of many rising virtual influencers in the new era of social media marketing. She acts like a real person and performs the same tasks as sports stars and models.

The emergence of online influencers

Before 2018, computer-generated characters were rare. Since the virtual human industry boomed, they've appeared in marketing efforts worldwide.

In 2020, the WHO partnered up with Atlanta-based virtual influencer Knox Frost (@knoxfrost) to gather contributions for the COVID-19 Solidarity Response Fund.

Lu do Magalu (@magazineluiza) has been the virtual spokeswoman for Magalu since 2009, using social media to promote reviews, product recommendations, unboxing videos, and brand updates. Magalu's 10-year profit was $552M.

In 2020, PUMA partnered with Southeast Asia's first virtual model, Maya (@mayaaa.gram). She joined Singaporean actor Tosh Zhang in the PUMA campaign. Local virtual influencer Ava Lee-Graham (@avagram.ai) partnered with retail firm BHG to promote their in-house labels.

Maya and Tosh Zhang in PUMA Rider campaign. Credits to Vulcan Post

In Japan, Imma (@imma.gram) is the face of Nike, PUMA, Dior, Salvatore Ferragamo SpA, and Valentino. Imma's bubblegum pink bob and ultra-fine fashion landed her on the cover of Grazia magazine.

Imma on Grazia cover. Credits to aww.tokyo

Lotte Home Shopping created Lucy (@here.me.lucy) in September 2020. She made her TV debut as a Christmas show host in 2021. Since then, she has 100K Instagram followers and 13K TikTok followers.

Liu Yiexi gained 3 million fans in five days on Douyin, China's TikTok, in 2021. Her two-minute video went viral overnight. She's posted 6 videos and has 830 million Douyin followers.

Liu Yiexi’s video on Douyin. Credits to Ji Yuqiao on Global Times

China's virtual human industry was worth $487 million in 2020, up 70% year over year, and is expected to reach $875.9 million in 2021.

Investors worldwide are interested. Immas creator Aww Inc. raised $1 million from Coral Capital in September 2020, according to Bloomberg. Superplastic Inc., the Vermont-based startup behind influencers Janky and Guggimon, raised $16 million by 2020. Craft Ventures, SV Angels, and Scooter Braun invested. Crunchbase shows the company has raised $47 million.

The industries they represent, including Augmented and Virtual reality, were worth $14.84 billion in 2020 and are projected to reach $454.73 billion by 2030, a CAGR of 40.7%, according to PR Newswire.

Advantages for brands

Forbes suggests brands embrace computer-generated influencers. Examples:

  1. Unlimited creative opportunities: Because brands can personalize everything—from a person's look and activities to the style of their content—virtual influencers may be suited to a brand's needs and personalities.

  2. 100% brand control: Brand managers now have more influence over virtual influencers, so they no longer have to give up and rely on content creators to include brands into their storytelling and style. Virtual influencers can constantly produce social media content to promote a brand's identity and ideals because they are completely scandal-free.

  3. Long-term cost savings: Because virtual influencers are made of pixels, they may be reused endlessly and never lose their beauty. Additionally, they can move anywhere around the world and even into space to fit a brand notion. They are also always available. Additionally, the expense of creating their content will not rise in step with their expanding fan base.

  4. Introduction to the metaverse: Statista reports that 75% of American consumers between the ages of 18 and 25 follow at least one virtual influencer. As a result, marketers that support virtual celebrities may now interact with younger audiences that are more tech-savvy and accustomed to the digital world. Virtual influencers can be included into any digital space, including the metaverse, as they are entirely computer-generated 3D personas. Virtual influencers can provide brands with a smooth transition into this new digital universe to increase brand trust and develop emotional ties, in addition to the young generations' rapid adoption of the metaverse.

  5. Better engagement than in-person influencers: A Hype Auditor study found that online influencers have roughly three times the engagement of their conventional counterparts. Virtual influencers should be used to boost brand engagement even though the data might not accurately reflect the entire sector.

Concerns about influencers created by computers

Virtual influencers could encourage excessive beauty standards in South Korea, which has a $10.7 billion plastic surgery industry.

A classic Korean beauty has a small face, huge eyes, and pale, immaculate skin. Virtual influencers like Lucy have these traits. According to Lee Eun-hee, a professor at Inha University's Department of Consumer Science, this could make national beauty standards more unrealistic, increasing demand for plastic surgery or cosmetic items.

Lucy by Lotte Home Shopping. Credits to Lotte Home Shopping on CNN

Other parts of the world raise issues regarding selling items to consumers who don't recognize the models aren't human and the potential of cultural appropriation when generating influencers of other ethnicities, called digital blackface by some.

Meta, Facebook and Instagram's parent corporation, acknowledges this risk.

“Like any disruptive technology, synthetic media has the potential for both good and harm. Issues of representation, cultural appropriation and expressive liberty are already a growing concern,” the company stated in a blog post. “To help brands navigate the ethical quandaries of this emerging medium and avoid potential hazards, (Meta) is working with partners to develop an ethical framework to guide the use of (virtual influencers).”

Despite theoretical controversies, the industry will likely survive. Companies think virtual influencers are the next frontier in the digital world, which includes the metaverse, virtual reality, and digital currency.

In conclusion

Virtual influencers may garner millions of followers online and help marketers reach youthful audiences. According to a YouGov survey, the real impact of computer-generated influencers is yet unknown because people prefer genuine connections. Virtual characters can supplement brand marketing methods. When brands are metaverse-ready, the author predicts virtual influencer endorsement will continue to expand.

Chris Newman

Chris Newman

3 years ago

Clean Food: Get Over Yourself If You Want to Save the World.

From Salt Bae, via Facebook

I’m a permaculture farmer. I want to create food-producing ecosystems. My hope is a world with easy access to a cuisine that nourishes consumers, supports producers, and leaves the Earth joyously habitable.

Permaculturists, natural farmers, plantsmen, and foodies share this ambition. I believe this group of green thumbs, stock-folk, and food champions is falling to tribalism, forgetting that rescuing the globe requires saving all of its inhabitants, even those who adore cheap burgers and Coke. We're digging foxholes and turning folks who disagree with us or don't understand into monsters.

Take Dr. Daphne Miller's comments at the end of her Slow Money Journal interview:

“Americans are going to fall into two camps when all is said and done: People who buy cheap goods, regardless of quality, versus people who are willing and able to pay for things that are made with integrity. We are seeing the limits of the “buying cheap crap” approach.”

This is one of the most judgmental things I've read outside the Bible. Consequences:

  • People who purchase inexpensive things (food) are ignorant buffoons who prefer to choose fair trade coffee over fuel as long as the price is correct.

  • It all depends on your WILL to buy quality or cheaply. Both those who are WILLING and those who ARE NOT exist. And able, too.

  • People who are unwilling and unable are purchasing garbage. You're giving your kids bad food. Both the Earth and you are being destroyed by your actions. Your camp is the wrong one. You’re garbage! Disgrace to you.

Dr. Miller didn't say it, but words are worthless until interpreted. This interpretation depends on the interpreter's economic, racial, political, religious, family, and personal history. Complementary language insults another. Imagine how that Brown/Harvard M.D.'s comment sounds to a low-income household with no savings.

This just went from “cheap burger” to “political statement of blue-collar solidarity.” Thanks, Clean Food, for digging your own grave.

Dr. Miller's comment reflects the echo chamber into which nearly all clean food advocates speak. It asks easy questions and accepts non-solutions like raising food prices and eating less meat. People like me have cultivated an insular world unencumbered by challenges beyond the margins. We may disagree about technical details in rotationally-grazing livestock, but we short circuit when asked how our system could supply half the global beef demand. Most people have never seriously considered this question. We're so loved and affirmed that challenging ourselves doesn't seem necessary. Were generals insisting we don't need to study the terrain because God is on our side?

“Yes, the $8/lb ground beef is produced the way it should be. Yes, it’s good for my body. Yes it’s good for the Earth. But it’s eight freaking dollars, and my kid needs braces and protein. Bye Felicia, we’re going to McDonald’s.”

-Bobby Q. Homemaker

Funny clean foodies. People don't pay enough for food; they should value it more. Turn the concept of buying food with integrity into a wedge and drive it into the heart of America, dividing the willing and unwilling.

We go apeshit if you call our products high-end.

I've heard all sorts of gaslighting to defend a $10/lb pork chop as accessible (things I’ve definitely said in the past):

  • At Whole Foods, it costs more.

  • The steak at the supermarket is overly affordable.

  • Pay me immediately or the doctor gets paid later.

I spoke with Timbercreek Market and Local Food Hub in front of 60 people. We were asked about local food availability.

They came to me last, after my co-panelists gave the same responses I would have given two years before.

I grumbled, "Our food is inaccessible." Nope. It's beyond the wallets of nearly everyone, and it's the biggest problem with sustainable food systems. We're criminally unserious about being leaders in sustainability until we propose solutions beyond economic relativism, wishful thinking, and insisting that vulnerable, distracted people do all the heavy lifting of finding a way to afford our food. And until we talk about solutions, all this preserve the world? False.

The room fell silent as if I'd revealed a terrible secret. Long, thunderous applause followed my other remarks. But I’m probably not getting invited back to any VNRLI events.

I make pricey cuisine. It’s high-end. I have customers who really have to stretch to get it, and they let me know it. They're forgoing other creature comforts to help me make a living and keep the Earth of my grandmothers alive, and they're doing it as an act of love. They believe in us and our work.

I remember it when I'm up to my shoulders in frigid water, when my vehicle stinks of four types of shit, when I come home covered in blood and mud, when I'm hauling water in 100-degree heat, when I'm herding pigs in a rainstorm and dodging lightning bolts to close the chickens. I'm reminded I'm not alone. Their enthusiasm is worth more than money; it helps me make a life and a living. I won't label that gift less than it is to make my meal seem more accessible.

Not everyone can sacrifice.

Let's not pretend we want to go back to peasant fare, despite our nostalgia. Industrial food has leveled what rich and poor eat. How food is cooked will be the largest difference between what you and a billionaire eat. Rich and poor have access to chicken, pork, and beef. You might be shocked how recently that wasn't the case. This abundance, particularly of animal protein, has helped vulnerable individuals.

Especially when the mutton’s nice and lean (image from The Spruce)

Industrial food causes environmental damage, chronic disease, and distribution inequities. Clean food promotes non-industrial, artisan farming. This creates a higher-quality, more expensive product than the competition; we respond with aggressive marketing and the "people need to value food more" shtick geared at consumers who can spend the extra money.

The guy who is NOT able is rendered invisible by clean food's elitist marketing, which is bizarre given a.) clean food insists it's trying to save the world, yet b.) MOST PEOPLE IN THE WORLD ARE THAT GUY. No one can help him except feel-good charities. That's crazy.

Also wrong: a foodie telling a kid he can't eat a 99-cent fast food hamburger because it lacks integrity. Telling him how easy it is to save his ducketts and maybe have a grass-fed house burger at the end of the month as a reward, but in the meantime get your protein from canned beans you can't bake because you don't have a stove and, even if you did, your mom works two jobs and moonlights as an Uber driver so she doesn't have time to heat that shitup anyway.

A wealthy person's attitude toward the poor is indecent. It's 18th-century Versailles.

“Let them eat cake. Oh, it’s not organic? Let them starve!”

Human rights include access to nutritious food without social or environmental costs. As a food-forest-loving permaculture farmer, I no longer balk at the concept of cultured beef and hydroponics. My food is out of reach for many people, but access to decent food shouldn't be. Cultures and hydroponics could scale to meet the clean food affordability gap without externalities. If technology can deliver great, affordable beef without environmental negative effects, I can't reject it because it's new, unusual, or might endanger my business.

Why is your farm needed if cultured beef and hydroponics can feed the world? Permaculture food forests with trees, perennial plants, and animals are crucial to economically successful environmental protection. No matter how advanced technology gets, we still need clean air, water, soil, greenspace, and food.

Clean Food cultivated in/on live soil, minimally processed, and eaten close to harvest is part of the answer, not THE solution. Clean food advocates must recognize the conflicts at the intersection of environmental, social, and economic sustainability, the disproportionate effects of those conflicts on the poor and lower-middle classes, and the immorality and impracticality of insisting vulnerable people address those conflicts on their own and judging them if they don't.

Our clients, relatives, friends, and communities need an honest assessment of our role in a sustainable future. If we're serious about preserving the world, we owe honesty to non-customers. We owe our goal and sanity to honesty. Future health and happiness of the world left to the average person's pocketbook and long-term moral considerations is a dismal proposition with few parallels.

Let's make soil and grow food. Let the lab folks do their thing. We're all interdependent.

Rachel Greenberg

Rachel Greenberg

3 years ago

The Unsettling Fact VC-Backed Entrepreneurs Don't Want You to Know

What they'll do is scarier.

Photo by DESIGNECOLOGIST on Unsplash

My acquaintance recently joined a VC-funded startup. Money, equity, and upside possibilities were nice, but he had a nagging dread.

They just secured a $40M round and are hiring like crazy to prepare for their IPO in two years. All signals pointed to this startup's (a B2B IT business in a stable industry) success, and its equity-holding workers wouldn't pass that up.

Five months after starting the work, my friend struggled with leaving. We might overlook the awful culture and long hours at the proper price. This price plus the company's fate and survival abilities sent my friend departing in an unpleasant unplanned resignation before jumping on yet another sinking ship.

This affects founders. This affects VC-backed companies (and all businesses). This affects anyone starting, buying, or running a business.

Here's the under-the-table approach that's draining VC capital, leaving staff terrified (or jobless), founders rattled, and investors upset. How to recognize, solve, and avoid it

The unsettling reality behind door #1

You can't raise money off just your looks, right? If "looks" means your founding team's expertise, then maybe. In my friend's case, the founding team's strong qualifications and track records won over investors before talking figures.

They're hardly the only startup to raise money without a profitable customer acquisition strategy. Another firm raised money for an expensive sleep product because it's eco-friendly. They were off to the races with a few keywords and key players.

Both companies, along with numerous others, elected to invest on product development first. Company A employed all the tech, then courted half their market (they’re a tech marketplace that connects two parties). Company B spent millions on R&D to create a palatable product, then flooded the world with marketing.

My friend is on Company B's financial team, and he's seen where they've gone wrong. It's terrible.

Company A (tech market): Growing? Not quite. To achieve the ambitious expansion they (and their investors) demand, they've poured much of their little capital into salespeople: Cold-calling commission and salary salesmen. Is it working? Considering attrition and companies' dwindling capital, I don't think so.

Company B (green sleep) has been hiring, digital marketing, and opening new stores like crazy. Growing expenses should result in growing revenues and a favorable return on investment; if you grow too rapidly, you may neglect to check that ROI.

Once Company A cut headcount and Company B declared “going concerned”, my friend realized both startups had the same ailment and didn't recognize it.

I shouldn't have to ask a friend to verify a company's cash reserves and profitability to spot a financial problem. It happened anyhow.

The frightening part isn't that investors were willing to invest millions without product-market fit, CAC, or LTV estimates. That's alarming, but not as scary as the fact that startups aren't understanding the problem until VC rounds have dried up.

When they question consultants if their company will be around in 6 months. It’s a red flag. How will they stretch $20M through a 2-year recession with a $3M/month burn rate and no profitability? Alarms go off.

Who's in danger?

In a word, everyone who raised money without a profitable client acquisition strategy or enough resources to ride out dry spells.

Money mismanagement and poor priorities affect every industry (like sinking all your capital into your product, team, or tech, at the expense of probing what customer acquisition really takes and looks like).

This isn't about tech, real estate, or recession-proof luxury products. Fast, cheap, easy money flows into flashy-looking teams with buzzwords, trending industries, and attractive credentials.

If these companies can't show progress or get a profitable CAC, they can't raise more money. They die if they can't raise more money (or slash headcount and find shoestring budget solutions until they solve the real problem).

The kiss of death (and how to avoid it)

If you're running a startup and think raising VC is the answer, pause and evaluate. Do you need the money now?

I'm not saying VC is terrible or has no role. Founders have used it as a Band-Aid for larger, pervasive problems. Venture cash isn't a crutch for recruiting consumers profitably; it's rocket fuel to get you what and who you need.

Pay-to-play isn't a way to throw money at the wall and hope for a return. Pay-to-play works until you run out of money, and if you haven't mastered client acquisition, your cash will diminish quickly.

How can you avoid this bottomless pit? Tips:

  • Understand your burn rate

  • Keep an eye on your growth or profitability.

  • Analyze each and every marketing channel and initiative.

  • Make lucrative customer acquisition strategies and satisfied customers your top two priorities. not brand-new products. not stellar hires. avoid the fundraising rollercoaster to save time. If you succeed in these two tasks, investors will approach you with their thirsty offers rather than the other way around, and your cash reserves won't diminish as a result.

Not as much as your grandfather

My family friend always justified expensive, impractical expenditures by saying it was only monopoly money. In business, startups, and especially with money from investors expecting a return, that's not true.

More founders could understand that there isn't always another round if they viewed VC money as their own limited pool. When the well runs dry, you must refill it or save the day.

Venture financing isn't your grandpa's money. A discerning investor has entrusted you with dry powder in the hope that you'll use it wisely, strategically, and thoughtfully. Use it well.