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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

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.

Matt Ward

Matt Ward

3 years ago

Is Web3 nonsense?

Crypto and blockchain have rebranded as web3. They probably thought it sounded better and didn't want the baggage of scam ICOs, STOs, and skirted securities laws.

It was like Facebook becoming Meta. Crypto's biggest players wanted to change public (and regulator) perception away from pump-and-dump schemes.

After the 2018 ICO gold rush, it's understandable. Every project that raised millions (or billions) never shipped a meaningful product.

Like many crazes, charlatans took the money and ran.

Despite its grifter past, web3 is THE hot topic today as more founders, venture firms, and larger institutions look to build the future decentralized internet.

Supposedly.

How often have you heard: This will change the world, fix the internet, and give people power?

Why are most of web3's biggest proponents (and beneficiaries) the same rich, powerful players who built and invested in the modern internet? It's like they want to remake and own the internet.

Something seems off about that.

Why are insiders getting preferential presale terms before the public, allowing early investors and proponents to flip dirt cheap tokens and advisors shares almost immediately after the public sale?

It's a good gig with guaranteed markups, no risk or progress.

If it sounds like insider trading, it is, at least practically. This is clear when people talk about blockchain/web3 launches and tokens.

Fast money, quick flips, and guaranteed markups/returns are common.

Incentives-wise, it's hard to blame them. Who can blame someone for following the rules to win? Is it their fault or regulators' for not leveling the playing field?

It's similar to oil companies polluting for profit, Instagram depressing you into buying a new dress, or pharma pushing an unnecessary pill.

All of that is fair game, at least until we change the playbook, because people (and corporations) change for pain or love. Who doesn't love money?

belief based on money gain

Sinclair:

“It is difficult to get a man to understand something when his salary depends upon his not understanding it.”

Bitcoin, blockchain, and web3 analogies?

Most blockchain and web3 proponents are true believers, not cynical capitalists. They believe blockchain's inherent transparency and permissionless trust allow humanity to evolve beyond our reptilian ways and build a better decentralized and democratic world.

They highlight issues with the modern internet and monopoly players like Google, Facebook, and Apple. Decentralization fixes everything

If we could give power back to the people and get governments/corporations/individuals out of the way, we'd fix everything.

Blockchain solves supply chain and child labor issues in China.

To meet Paris climate goals, reduce emissions. Create a carbon token.

Fixing online hatred and polarization Web3 Twitter and Facebook replacement.

Web3 must just be the answer for everything… your “perfect” silver bullet.

Nothing fits everyone. Blockchain has pros and cons like everything else.

Blockchain's viral, ponzi-like nature has an MLM (mid level marketing) feel. If you bought Taylor Swift's NFT, your investment is tied to her popularity.

Probably makes you promote Swift more. Play music loudly.

Here's another example:

Imagine if Jehovah’s Witnesses (or evangelical preachers…) got paid for every single person they converted to their cause.

It becomes a self-fulfilling prophecy as their faith and wealth grow.

Which breeds extremism? Ultra-Orthodox Jews are an example. maximalists

Bitcoin and blockchain are causes, religions. It's a money-making movement and ideal.

We're good at convincing ourselves of things we want to believe, hence filter bubbles.

I ignore anything that doesn't fit my worldview and seek out like-minded people, which algorithms amplify.

Then what?

Is web3 merely a new scam?

No, never!

Blockchain has many crucial uses.

Sending money home/abroad without bank fees;

Like fleeing a war-torn country and converting savings to Bitcoin;

Like preventing Twitter from silencing dissidents.

Permissionless, trustless databases could benefit society and humanity. There are, however, many limitations.

Lost password?

What if you're cheated?

What if Trump/Putin/your favorite dictator incites a coup d'état?

What-ifs abound. Decentralization's openness brings good and bad.

No gatekeepers or firefighters to rescue you.

ISIS's fundraising is also frictionless.

Community-owned apps with bad interfaces and service.

Trade-offs rule.

So what compromises does web3 make?

What are your trade-offs? Decentralization has many strengths and flaws. Like Bitcoin's wasteful proof-of-work or Ethereum's political/wealth-based proof-of-stake.

To ensure the survival and veracity of the network/blockchain and to safeguard its nodes, extreme measures have been designed/put in place to prevent hostile takeovers aimed at altering the blockchain, i.e., adding money to your own wallet (account), etc.

These protective measures require significant resources and pose challenges. Reduced speed and throughput, high gas fees (cost to submit/write a transaction to the blockchain), and delayed development times, not to mention forked blockchain chains oops, web3 projects.

Protecting dissidents or rogue regimes makes sense. You need safety, privacy, and calm.

First-world life?

What if you assumed EVERYONE you saw was out to rob/attack you? You'd never travel, trust anyone, accomplish much, or live fully. The economy would collapse.

It's like an ant colony where half the ants do nothing but wait to be attacked.

Waste of time and money.

11% of the US budget goes to the military. Imagine what we could do with the $766B+ we spend on what-ifs annually.

Is so much hypothetical security needed?

Blockchain and web3 are similar.

Does your app need permissionless decentralization? Does your scooter-sharing company really need a proof-of-stake system and 1000s of nodes to avoid Russian hackers? Why?

Worst-case scenario? It's not life or death, unless you overstate the what-ifs. Web3 proponents find improbable scenarios to justify decentralization and tokenization.

Do I need a token to prove ownership of my painting? Unless I'm a master thief, I probably bought it.

despite losing the receipt.

I do, however, love Web 3.

Enough Web3 bashing for now. Understand? Decentralization isn't perfect, but it has huge potential when applied to the right problems.

I see many of the right problems as disrupting big tech's ruthless monopolies. I wrote several years ago about how tokenized blockchains could be used to break big tech's stranglehold on platforms, marketplaces, and social media.

Tokenomics schemes can be used for good and are powerful. Here’s how.

Before the ICO boom, I made a series of predictions about blockchain/crypto's future. It's still true.

Here's where I was then and where I see web3 going:

My 11 Big & Bold Predictions for Blockchain

In the near future, people may wear crypto cash rings or bracelets.

  1. While some governments repress cryptocurrency, others will start to embrace it.

  2. Blockchain will fundamentally alter voting and governance, resulting in a more open election process.

  3. Money freedom will lead to a more geographically open world where people will be more able to leave when there is unrest.

  4. Blockchain will make record keeping significantly easier, eliminating the need for a significant portion of government workers whose sole responsibility is paperwork.

  5. Overrated are smart contracts.

6. Tokens will replace company stocks.

7. Blockchain increases real estate's liquidity, value, and volatility.

8. Healthcare may be most affected.

9. Crypto could end privacy and lead to Minority Report.

10. New companies with network effects will displace incumbents.

11. Soon, people will wear rings or bracelets with crypto cash.

Some have already happened, while others are still possible.

Time will tell if they happen.

And finally:

What will web3 be?

Who will be in charge?

Closing remarks

Hope you enjoyed this web3 dive. There's much more to say, but that's for another day.

We're writing history as we go.

Tech regulation, mergers, Bitcoin surge How will history remember us?

What about web3 and blockchain?

Is this a revolution or a tulip craze?

Remember, actions speak louder than words (share them in the comments).

Your turn.

ANDREW SINGER

ANDREW SINGER

3 years ago

Crypto seen as the ‘future of money’ in inflation-mired countries

Crypto as the ‘future of money' in inflation-stricken nations

Citizens of devalued currencies “need” crypto. “Nice to have” in the developed world.

According to Gemini's 2022 Global State of Crypto report, cryptocurrencies “evolved from what many considered a niche investment into an established asset class” last year.

More than half of crypto owners in Brazil (51%), Hong Kong (51%), and India (54%), according to the report, bought cryptocurrency for the first time in 2021.

The study found that inflation and currency devaluation are powerful drivers of crypto adoption, especially in emerging market (EM) countries:

“Respondents in countries that have seen a 50% or greater devaluation of their currency against the USD over the last decade were more than 5 times as likely to plan to purchase crypto in the coming year.”

Between 2011 and 2021, the real lost 218 percent of its value against the dollar, and 45 percent of Brazilians surveyed by Gemini said they planned to buy crypto in 2019.

The rand (South Africa's currency) has fallen 103 percent in value over the last decade, second only to the Brazilian real, and 32 percent of South Africans expect to own crypto in the coming year. Mexico and India, the third and fourth highest devaluation countries, followed suit.

Compared to the US dollar, Hong Kong and the UK currencies have not devalued in the last decade. Meanwhile, only 5% and 8% of those surveyed in those countries expressed interest in buying crypto.

What can be concluded? Noah Perlman, COO of Gemini, sees various crypto use cases depending on one's location. 

‘Need to have' investment in countries where the local currency has devalued against the dollar, whereas in the developed world it is still seen as a ‘nice to have'.

Crypto as money substitute

As an adjunct professor at New York University School of Law, Winston Ma distinguishes between an asset used as an inflation hedge and one used as a currency replacement.

Unlike gold, he believes Bitcoin (BTC) is not a “inflation hedge”. They acted more like growth stocks in 2022. “Bitcoin correlated more closely with the S&P 500 index — and Ether with the NASDAQ — than gold,” he told Cointelegraph. But in the developing world, things are different:

“Inflation may be a primary driver of cryptocurrency adoption in emerging markets like Brazil, India, and Mexico.”

According to Justin d'Anethan, institutional sales director at the Amber Group, a Singapore-based digital asset firm, early adoption was driven by countries where currency stability and/or access to proper banking services were issues. Simply put, he said, developing countries want alternatives to easily debased fiat currencies.

“The larger flows may still come from institutions and developed countries, but the actual users may come from places like Lebanon, Turkey, Venezuela, and Indonesia.”

“Inflation is one of the factors that has and continues to drive adoption of Bitcoin and other crypto assets globally,” said Sean Stein Smith, assistant professor of economics and business at Lehman College.

But it's only one factor, and different regions have different factors, says Stein Smith. As a “instantaneously accessible, traceable, and cost-effective transaction option,” investors and entrepreneurs increasingly recognize the benefits of crypto assets. Other places promote crypto adoption due to “potential capital gains and returns”.

According to the report, “legal uncertainty around cryptocurrency,” tax questions, and a general education deficit could hinder adoption in Asia Pacific and Latin America. In Africa, 56% of respondents said more educational resources were needed to explain cryptocurrencies.

Not only inflation, but empowering our youth to live better than their parents without fear of failure or allegiance to legacy financial markets or products, said Monica Singer, ConsenSys South Africa lead. Also, “the issue of cash and remittances is huge in Africa, as is the issue of social grants.”

Money's future?

The survey found that Brazil and Indonesia had the most cryptocurrency ownership. In each country, 41% of those polled said they owned crypto. Only 20% of Americans surveyed said they owned cryptocurrency.

These markets are more likely to see cryptocurrencies as the future of money. The survey found:

“The majority of respondents in Latin America (59%) and Africa (58%) say crypto is the future of money.”
Brazil (66%), Nigeria (63%), Indonesia (61%), and South Africa (57%). Europe and Australia had the fewest believers, with Denmark at 12%, Norway at 15%, and Australia at 17%.

Will the Ukraine conflict impact adoption?

The poll was taken before the war. Will the devastating conflict slow global crypto adoption growth?

With over $100 million in crypto donations directly requested by the Ukrainian government since the war began, Stein Smith says the war has certainly brought crypto into the mainstream conversation.

“This real-world demonstration of decentralized money's power could spur wider adoption, policy debate, and increased use of crypto as a medium of exchange.”
But the war may not affect all developing nations. “The Ukraine war has no impact on African demand for crypto,” Others loom larger. “Yes, inflation, but also a lack of trust in government in many African countries, and a young demographic very familiar with mobile phones and the internet.”

A major success story like Mpesa in Kenya has influenced the continent and may help accelerate crypto adoption. Creating a plan when everyone you trust fails you is directly related to the African spirit, she said.

On the other hand, Ma views the Ukraine conflict as a sort of crisis check for cryptocurrencies. For those in emerging markets, the Ukraine-Russia war has served as a “stress test” for the cryptocurrency payment rail, he told Cointelegraph.

“These emerging markets may see the greatest future gains in crypto adoption.”
Inflation and currency devaluation are persistent global concerns. In such places, Bitcoin and other cryptocurrencies are now seen as the “future of money.” Not in the developed world, but that could change with better regulation and education. Inflation and its impact on cash holdings are waking up even Western nations.

Read original post here.

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Asha Barbaschow

Asha Barbaschow

3 years ago

Apple WWDC 2022 Announcements

WWDC 2022 began early Tuesday morning. WWDC brought a ton of new features (which went for just shy of two hours).

With so many announcements, we thought we'd compile them. And now...

WWDC?

WWDC is Apple's developer conference. This includes iOS, macOS, watchOS, and iPadOS (all of its iPads). It's where Apple announces new features for developers to use. It's also where Apple previews new software.

Virtual WWDC runs June 6-10.  You can rewatch the stream on Apple's website.

WWDC 2022 news:

Completely everything. Really. iOS 16 first.

iOS 16.

iOS 16 is a major iPhone update. iOS 16 adds the ability to customize the Lock Screen's color/theme. And widgets. It also organizes notifications and pairs Lock Screen with Focus themes. Edit or recall recently sent messages, recover recently deleted messages, and mark conversations as unread. Apple gives us yet another reason to stay in its walled garden with iMessage.

New iOS includes family sharing. Parents can set up a child's account with parental controls to restrict apps, movies, books, and music. iOS 16 lets large families and friend pods share iCloud photos. Up to six people can contribute photos to a separate iCloud library.

Live Text is getting creepier. Users can interact with text in any video frame. Touch and hold an image's subject to remove it from its background and place it in apps like messages. Dictation offers a new on-device voice-and-touch experience. Siri can run app shortcuts without setup in iOS 16. Apple also unveiled a new iOS 16 feature to help people break up with abusive partners who track their locations or read their messages. Safety Check.

Apple Pay Later allows iPhone users to buy products and pay for them later. iOS 16 pushes Mail. Users can schedule emails and cancel delivery before it reaches a recipient's inbox (be quick!). Mail now detects if you forgot an attachment, as Gmail has for years. iOS 16's Maps app gets "Multi-Stop Routing," .

Apple News also gets an iOS 16 update. Apple News adds My Sports. With iOS 16, the Apple Watch's Fitness app is also coming to iOS and the iPhone, using motion-sensing tech to track metrics and performance (as long as an athlete is wearing or carrying the device on their person). 

iOS 16 includes accessibility updates like Door Detection.

watchOS9

Many of Apple's software updates are designed to take advantage of the larger screens in recent models, but they also improve health and fitness tracking.

The most obvious reason to upgrade watchOS every year is to get new watch faces from Apple. WatchOS 9 will add four new faces.

Runners' workout metrics improve.
Apple quickly realized that fitness tracking would be the Apple Watch's main feature, even though it's been the killer app for wearables since their debut. For watchOS 9, the Apple Watch will use its accelerometer and gyroscope to track a runner's form, stride length, and ground contact time. It also introduces the ability to specify heart rate zones, distance, and time intervals, with vibrating haptic feedback and voice alerts.

The Apple Watch's Fitness app is coming to iOS and the iPhone, using the smartphone's motion-sensing tech to track metrics and performance (as long as an athlete is wearing or carrying the device on their person).

We'll get sleep tracking, medication reminders, and drug interaction alerts. Your watch can create calendar events. A new Week view shows what meetings or responsibilities stand between you and the weekend.

iPadOS16

WWDC 2022 introduced iPad updates. iPadOS 16 is similar to iOS for the iPhone, but has features for larger screens and tablet accessories. The software update gives it many iPhone-like features.

iPadOS 16's Home app, like iOS 16, will have a new design language. iPad users who want to blame it on the rain finally have a Weather app. iPadOS 16 will have iCloud's Shared Photo Library, Live Text and Visual Look Up upgrades, and FaceTime Handoff, so you can switch between devices during a call.

Apple highlighted iPadOS 16's multitasking at WWDC 2022. iPad's Stage Manager sounds like a community theater app. It's a powerful multitasking tool for tablets and brings them closer to emulating laptops. Apple's iPadOS 16 supports multi-user collaboration. You can share content from Files, Keynote, Numbers, Pages, Notes, Reminders, Safari, and other third-party apps in Apple Messages.

M2-chip

WWDC 2022 revealed Apple's M2 chip. Apple has started the next generation of Apple Silicon for the Mac with M2. Apple says this device improves M1's performance.

M2's second-generation 5nm chip has 25% more transistors than M1's. 100GB/s memory bandwidth (50 per cent more than M1). M2 has 24GB of unified memory, up from 16GB but less than some ultraportable PCs' 32GB. The M2 chip has 10% better multi-core CPU performance than the M2, and it's nearly twice as fast as the latest 10-core PC laptop chip at the same power level (CPU performance is 18 per cent greater than M1).

New MacBooks

Apple introduced the M2-powered MacBook Air. Apple's entry-level laptop has a larger display, a new processor, new colors, and a notch.

M2 also powers the 13-inch MacBook Pro. The 13-inch MacBook Pro has 24GB of unified memory and 50% more memory bandwidth. New MacBook Pro batteries last 20 hours. As I type on the 2021 MacBook Pro, I can only imagine how much power the M2 will add.

macOS 13.0 (or, macOS Ventura)

macOS Ventura will take full advantage of M2 with new features like Stage Manager and Continuity Camera and Handoff for FaceTime. Safari, Mail, Messages, Spotlight, and more get updates in macOS Ventura.

Apple hasn't run out of California landmarks to name its OS after yet. macOS 13 will be called Ventura when it's released in a few months, but it's more than a name change and new wallpapers. 

Stage Manager organizes windows

Stage Manager is a new macOS tool that organizes open windows and applications so they're still visible while focusing on a specific task. The main app sits in the middle of the desktop, while other apps and documents are organized and piled up to the side.

Improved Searching

Spotlight is one of macOS's least appreciated features, but with Ventura, it's becoming even more useful. Live Text lets you extract text from Spotlight results without leaving the window, including images from the photo library and the web.

Mail lets you schedule or unsend emails.

We've all sent an email we regret, whether it contained regrettable words or was sent at the wrong time. In macOS Ventura, Mail users can cancel or reschedule a message after sending it. Mail will now intelligently determine if a person was forgotten from a CC list or if a promised attachment wasn't included. Procrastinators can set a reminder to read a message later.

Safari adds tab sharing and password passkeys

Apple is updating Safari to make it more user-friendly... mostly. Users can share a group of tabs with friends or family, a useful feature when researching a topic with too many tabs. Passkeys will replace passwords in Safari's next version. Instead of entering random gibberish when creating a new account, macOS users can use TouchID to create an on-device passkey. Using an iPhone's camera and a QR system, Passkey syncs and works across all Apple devices and Windows computers.

Continuity adds Facetime device switching and iPhone webcam.

With macOS Ventura, iPhone users can transfer a FaceTime call from their phone to their desktop or laptop using Handoff, or vice versa if they started a call at their desk and need to continue it elsewhere. Apple finally admits its laptop and monitor webcams aren't the best. Continuity makes the iPhone a webcam. Apple demonstrated a feature where the wide-angle lens could provide a live stream of the desk below, while the standard zoom lens could focus on the speaker's face. New iPhone laptop mounts are coming.

System Preferences

System Preferences is Now System Settings and Looks Like iOS
Ventura's System Preferences has been renamed System Settings and is much more similar in appearance to iOS and iPadOS. As the iPhone and iPad are gateway devices into Apple's hardware ecosystem, new Mac users should find it easier to adjust.


This post is a summary. Read full article here

DC Palter

DC Palter

2 years ago

Is Venture Capital a Good Fit for Your Startup?

5 VC investment criteria

Photo by Austin Distel on Unsplash

I reviewed 200 startup business concepts last week. Brainache.

The enterprises sold various goods and services. The concepts were achingly similar: give us money, we'll produce a product, then get more to expand. No different from daily plans and pitches.

Most of those 200 plans sounded plausible. But 10% looked venture-worthy. 90% of startups need alternatives to venture finance.

With the success of VC-backed businesses and the growth of venture funds, a common misperception is that investors would fund any decent company idea. Finding investors that believe in the firm and founders is the key to funding.

Incorrect. Venture capital needs investing in certain enterprises. If your startup doesn't match the model, as most early-stage startups don't, you can revise your business plan or locate another source of capital.

Before spending six months pitching angels and VCs, make sure your startup fits these criteria.

Likely to generate $100 million in sales

First, I check the income predictions in a pitch deck. If it doesn't display $100M, don't bother.

The math doesn't work for venture financing in smaller businesses.

Say a fund invests $1 million in a startup valued at $5 million that is later acquired for $20 million. That's a win everyone should celebrate. Most VCs don't care.

Consider a $100M fund. The fund must reach $360M in 7 years with a 20% return. Only 20-30 investments are possible. 90% of the investments will fail, hence the 23 winners must return $100M-$200M apiece. $15M isn't worth the work.

Angel investors and tiny funds use the same ideas as venture funds, but their smaller scale affects the calculations. If a company can support its growth through exit on less than $2M in angel financing, it must have $25M in revenues before large companies will consider acquiring it.

Aiming for Hypergrowth

A startup's size isn't enough. It must expand fast.

Developing a great business takes time. Complex technology must be constructed and tested, a nationwide expansion must be built, or production procedures must go from lab to pilot to factories. These can be enormous, world-changing corporations, but venture investment is difficult.

The normal 10-year venture fund life. Investments are made during first 3–4 years.. 610 years pass between investment and fund dissolution. Funds need their investments to exit within 5 years, 7 at the most, therefore add a safety margin.

Longer exit times reduce ROI. A 2-fold return in a year is excellent. Loss at 2x in 7 years.

Lastly, VCs must prove success to raise their next capital. The 2nd fund is raised from 1st fund portfolio increases. Third fund is raised using 1st fund's cash return. Fund managers must raise new money quickly to keep their jobs.

Branding or technology that is protected

No big firm will buy a startup at a high price if they can produce a competing product for less. Their development teams, consumer base, and sales and marketing channels are large. Who needs you?

Patents, specialist knowledge, or brand name are the only answers. The acquirer buys this, not the thing.

I've heard of several promising startups. It's not a decent investment if there's no exit strategy.

A company that installs EV charging stations in apartments and shopping areas is an example. It's profitable, repeatable, and big. A terrific company. Not a startup.

This building company's operations aren't secret. No technology to protect, no special information competitors can't figure out, no go-to brand name. Despite the immense possibilities, a large construction company would be better off starting their own.

Most venture businesses build products, not services. Services can be profitable but hard to safeguard.

Probable purchase at high multiple

Once a software business proves its value, acquiring it is easy. Pharma and medtech firms have given up on their own research and instead acquire startups after regulatory permission. Many startups, especially in specialized areas, have this weakness.

That doesn't mean any lucrative $25M-plus business won't be acquired. In many businesses, the venture model requires a high exit premium.

A startup invents a new glue. 3M, BASF, Henkel, and others may buy them. Adding more adhesive to their catalogs won't boost commerce. They won't compete to buy the business. They'll only buy a startup at a profitable price. The acquisition price represents a moderate EBITDA multiple.

The company's $100M revenue presumably yields $10m in profits (assuming they’ve reached profitability at all). A $30M-$50M transaction is likely. Not terrible, but not what venture investors want after investing $25M to create a plant and develop the business.

Private equity buys profitable companies for a moderate profit multiple. It's a good exit for entrepreneurs, but not for investors seeking 10x or more what PE firms pay. If a startup offers private equity as an exit, the conversation is over.

Constructed for purchase

The startup wants a high-multiple exit. Unless the company targets $1B in revenue and does an IPO, exit means acquisition.

If they're constructing the business for acquisition or themselves, founders must decide.

If you want an indefinitely-running business, I applaud you. We need more long-term founders. Most successful organizations are founded around consumer demands, not venture capital's urge to grow fast and exit. Not venture funding.

if you don't match the venture model, what to do

VC funds moonshots. The 10% that succeed are extraordinary. Not every firm is a rocketship, and launching the wrong startup into space, even with money, will explode.

But just because your startup won't make $100M in 5 years doesn't mean it's a bad business. Most successful companies don't follow this model. It's not venture capital-friendly.

Although venture capital gets the most attention due to a few spectacular triumphs (and disasters), it's not the only or even most typical option to fund a firm.

Other ways to support your startup:

  • Personal and family resources, such as credit cards, second mortgages, and lines of credit

  • bootstrapping off of sales

  • government funding and honors

  • Private equity & project financing

  • collaborating with a big business

  • Including a business partner

Before pitching angels and VCs, be sure your startup qualifies. If so, include them in your pitch.

Josh Chesler

3 years ago

10 Sneaker Terms Every Beginner Should Know

So you want to get into sneakers? Buying a few sneakers and figuring it out seems simple. Then you miss out on the weekend's instant-sellout releases, so you head to eBay, Twitter, or your local  sneaker group to see what's available, since you're probably not ready to pay Flight Club prices just yet.

That's when you're bombarded with new nicknames, abbreviations, and general sneaker slang. It would take months to explain every word and sneaker, so here's a starter kit of ten simple terms to get you started. (Yeah, mostly Jordan. Does anyone really start with Kith or Nike SB?)

10. Colorways

Colorways are a common term in fashion, design, and other visual fields. It's just the product's color scheme. In the case of sneakers, the colorway is often as important as the actual model. Are this year's "Chicago" Air Jordan 1s more durable than last year's "Black/Gum" colorway? Because of their colorway and rarity, the Chicagos are worth roughly three pairs of the Black/Gum kicks.

Pro Tip: A colorway with a well-known nickname is almost always worth more than one without, and the same goes for collaborations.

9. Beaters

A “beater” is a well-worn, likely older model of shoe that has significant wear and tear on it. Rarely sold with the original box or extra laces, beaters rarely sell for much. Unlike most “worn” sneakers, beaters are used for rainy days and the gym. It's exactly what it sounds like, a box full of beaters, and they're a good place to start if you're looking for some cheap old kicks.

Pro Tip: Know which shoes clean up nicely. The shape of lower top sneakers with wider profiles, like SB Dunk Lows and Air Jordan 3s, tends to hold better over time than their higher and narrower cousins.

8. Retro

In the world of Jordan Brand, a “Retro” release is simply a release (or re-release) of a colorway after the shoe model's initial release. For example, the original Air Jordan 7 was released in 1992, but the Bordeaux colorway was re-released in 2011 and recently (2015). An Air Jordan model is released every year, and while half of them are unpopular and unlikely to be Retroed soon, any of them could be re-released whenever Nike and Jordan felt like it.

Pro Tip: Now that the Air Jordan line has been around for so long, the model that tends to be heavily retroed in a year is whichever shoe came out 23 (Michael Jordan’s number during the prime of his career) years ago. The Air Jordan 6 (1991) got new colorways last year, the Air Jordan 7 this year, and more Air Jordan 8s will be released later this year and early next year (1993).

7. PP/Inv

In spite of the fact that eBay takes roughly 10% of the final price, many sneaker buyers and sellers prefer to work directly with PayPal. Selling sneakers for $100 via PayPal invoice or $100 via PayPal friends/family is common on social media. Because no one wants their eBay account suspended for promoting PayPal deals, many eBay sellers will simply state “Message me for a better price.”

Pro Tip: PayPal invoices protect buyers well, but gifting or using Google Wallet does not. Unless you're certain the seller is legitimate, only use invoiced goods/services payments.

6. Yeezy

Kanye West and his sneakers are known as Yeezys. The rapper's first two Yeezys were made by Nike before switching to Adidas. Everything Yeezy-related will be significantly more expensive (and therefore have significantly more fakes made). Not only is the Nike Air Yeezy 2 “Red October” one of the most sought-after sneakers, but the Yeezy influence can be seen everywhere.

Pro Tip: If you're going to buy Yeezys, make sure you buy them from a reputable retailer or reseller. With so many fakes out there, it's not worth spending a grand on something you're not 100% sure is real.

5. GR/Limited

Regardless of how visually repulsive, uncomfortable, and/or impractical a sneaker is, if it’s rare enough, people will still want it. GR stands for General Release, which means they're usually available at retail. Reselling a “Limited Edition” release is costly. Supply and demand, but in this case, the limited supply drives up demand. If you want to get some of the colorways made for rappers, NBA players (Player Exclusive or PE models), and other celebrities, be prepared to pay a premium.

Pro Tip: Limited edition sneakers, like the annual Doernbecher Freestyle sneakers Nike creates with kids from Portland's Doernbecher Children's Hospital, will always be more expensive and limited. Or, you can use automated sneaker-buying software.

4. Grails

A “grail” is a pair of sneakers that someone desires above all others. To obtain their personal grails, people are willing to pay significantly more than the retail price. There doesn't have to be any rhyme or reason why someone chose a specific pair as their grails.

Pro Tip: For those who don't have them, the OG "Bred" or "Royal" Air Jordan 1s, the "Concord" Air Jordan 11s, etc., are all grails.

3. Bred

Anything released in “Bred” (black and red) will sell out quickly. Most resale Air Jordans (and other sneakers) come in the Bred colorway, which is a fan favorite. Bred is a good choice for a first colorway, especially on a solid sneaker silhouette.

Pro Tip: Apart from satisfying the world's hypebeasts, Bred sneakers will probably match a lot of your closet.

2. DS

DS = Deadstock = New. That's it. If something has been worn or tried on, it is no longer DS. Very Near Deadstock (VNDS) Pass As Deadstock It's a cute way of saying your sneakers have been worn but are still in good shape. In the sneaker world, “worn” means they are no longer new, but not too old or beat up.

Pro Tip: Ask for photos of any marks or defects to see what you’re getting before you buy used shoes, also find out if they come with the original box and extra laces, because that can be a sign that they’re in better shape.

1. Fake/Unauthorized

The words “Unauthorized,” “Replica,” “B-grades,” and “Super Perfect” all mean the shoes are fake. It means they aren't made by the actual company, no matter how close or how good the quality. If that's what you want, go ahead and get them. Do not wear them if you do not want the rest of the sneaker world to mock them.

Pro Tip: If you’re not sure if shoes are real or not, do a “Legit Check” on Twitter or Facebook. You'll get dozens of responses in no time.