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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

Ren & Heinrich

Ren & Heinrich

2 years ago

200 DeFi Projects were examined. Here is what I learned.

Photo by Luke Chesser on Unsplash

I analyze the top 200 DeFi crypto projects in this article.

This isn't a study. The findings benefit crypto investors.

Let’s go!

A set of data

I analyzed data from defillama.com. In my analysis, I used the top 200 DeFis by TVL in October 2022.

Total Locked Value

The chart below shows platform-specific locked value.

14 platforms had $1B+ TVL. 65 platforms have $100M-$1B TVL. The remaining 121 platforms had TVLs below $100 million, with the lowest being $23 million.

TVLs are distributed Pareto. Top 40% of DeFis account for 80% of TVLs.

Compliant Blockchains

Ethereum's blockchain leads DeFi. 96 of the examined projects offer services on Ethereum. Behind BSC, Polygon, and Avalanche.

Five platforms used 10+ blockchains. 36 between 2-10 159 used 1 blockchain.

Use Cases for DeFi

The chart below shows platform use cases. Each platform has decentralized exchanges, liquid staking, yield farming, and lending.

These use cases are DefiLlama's main platform features.

Which use case costs the most? Chart explains. Collateralized debt, liquid staking, dexes, and lending have high TVLs.

The DeFi Industry

I compared three high-TVL platforms (Maker DAO, Balancer, AAVE). The columns show monthly TVL and token price changes. The graph shows monthly Bitcoin price changes.

Each platform's market moves similarly.

Probably because most DeFi deposits are cryptocurrencies. Since individual currencies are highly correlated with Bitcoin, it's not surprising that they move in unison.

Takeaways

This analysis shows that the most common DeFi services (decentralized exchanges, liquid staking, yield farming, and lending) also have the highest average locked value.

Some projects run on one or two blockchains, while others use 15 or 20. Our analysis shows that a project's blockchain count has no correlation with its success.

It's hard to tell if certain use cases are rising. Bitcoin's price heavily affects the entire DeFi market.

TVL seems to be a good indicator of a DeFi platform's success and quality. Higher TVL platforms are cheaper. They're a better long-term investment because they gain or lose less value than DeFis with lower TVLs.

Franz Schrepf

Franz Schrepf

3 years ago

What I Wish I'd Known About Web3 Before Building

Cryptoland rollercoaster

Photo by Younho Choo on Unsplash

I've lost money in crypto.

Unimportant.

The real issue: I didn’t understand how.

I'm surrounded with winners. To learn more, I created my own NFTs, currency, and DAO.

Web3 is a hilltop castle. Everything is valuable, decentralized, and on-chain.

The castle is Disneyland: beautiful in images, but chaotic with lengthy lines and kids spending too much money on dressed-up animals.

When the throng and businesses are gone, Disneyland still has enchantment.

Welcome to Cryptoland! I’ll be your guide.

The Real Story of Web3

NFTs

Scarcity. Scarce NFTs. That's their worth.

Skull. Rare-looking!

Nonsense.

Bored Ape Yacht Club vs. my NFTs?

Marketing.

BAYC is amazing, but not for the reasons people believe. Apecoin and Otherside's art, celebrity following, and innovation? Stunning.

No other endeavor captured the zeitgeist better. Yet how long did you think it took to actually mint the NFTs?

1 hour? Maybe a week for the website?

Minting NFTs is incredibly easy. Kid-friendly. Developers are rare. Think about that next time somebody posts “DevS dO SMt!?

NFTs will remain popular. These projects are like our Van Goghs and Monets. Still, be wary. It still uses exclusivity and wash selling like the OG art market.

Not all NFTs are art-related.

Soulbound and anonymous NFTs could offer up new use cases. Property rights, privacy-focused ID, open-source project verification. Everything.

NFTs build online trust through ownership.

We just need to evolve from the apes first.

NFTs' superpower is marketing until then.

Crypto currency

What the hell is a token?

99% of people are clueless.

So I invested in both coins and tokens. Same same. Only that they are not.

Coins have their own blockchain and developer/validator community. It's hard.

Creating a token on top of a blockchain? Five minutes.

Most consumers don’t understand the difference, creating an arbitrage opportunity: pretend you’re a serious project without having developers on your payroll.

Few market sites help. Take a look. See any tokens?

Maybe if you squint real hard… (Coinmarketcap)

There's a hint one click deeper.

Some tokens are legitimate. Some coins are bad investments.

Tokens are utilized for DAO governance and DApp payments. Still, know who's behind a token. They might be 12 years old.

Coins take time and money. The recent LUNA meltdown indicates that currency investing requires research.

DAOs

Decentralized Autonomous Organizations (DAOs) don't work as you assume.

Yes, members can vote.

A productive organization requires more.

I've observed two types of DAOs.

  • Total decentralization total dysfunction

  • Centralized just partially. Community-driven.

A core team executes the DAO's strategy and roadmap in successful DAOs. The community owns part of the organization, votes on decisions, and holds the team accountable.

DAOs are public companies.

Amazing.

A shareholder meeting's logistics are staggering. DAOs may hold anonymous, secure voting quickly. No need for intermediaries like banks to chase up every shareholder.

Successful DAOs aren't totally decentralized. Large-scale voting and collaboration have never been easier.

And that’s all that matters.

Scale, speed.

My Web3 learnings

Disneyland is enchanting. Web3 too.

In a few cycles, NFTs may be used to build trust, not clout. Not speculating with coins. DAOs run organizations, not themselves.

Finally, some final thoughts:

  • NFTs will be a very helpful tool for building trust online. NFTs are successful now because of excellent marketing.

  • Tokens are not the same as coins. Look into any project before making a purchase. Make sure it isn't run by three 9-year-olds piled on top of one another in a trench coat, at the very least.

  • Not entirely decentralized, DAOs. We shall see a future where community ownership becomes the rule rather than the exception once we acknowledge this fact.

Crypto Disneyland is a rollercoaster with loops that make you sick.

Always buckle up.

Have fun!

Percy Bolmér

Percy Bolmér

3 years ago

Ethereum No Longer Consumes A Medium-Sized Country's Electricity To Run

The Merge cut Ethereum's energy use by 99.5%.

Image by Percy Bolmér. Gopher by Takuya Ueda, Original Go Gopher by Renée French (CC BY 3.0)

The Crypto community celebrated on September 15, 2022. This day, Ethereum Merged. The entire blockchain successfully merged with the Beacon chain, and it was so smooth you barely noticed.

Many have waited, dreaded, and longed for this day.

Some investors feared the network would break down, while others envisioned a seamless merging.

Speculators predict a successful Merge will lead investors to Ethereum. This could boost Ethereum's popularity.

What Has Changed Since The Merge

The merging transitions Ethereum mainnet from PoW to PoS.

PoW sends a mathematical riddle to computers worldwide (miners). First miner to solve puzzle updates blockchain and is rewarded.

The puzzles sent are power-intensive to solve, so mining requires a lot of electricity. It's sent to every miner competing to solve it, requiring duplicate computation.

PoS allows investors to stake their coins to validate a new transaction. Instead of validating a whole block, you validate a transaction and get the fees.

You can validate instead of mine. A validator stakes 32 Ethereum. After staking, the validator can validate future blocks.

Once a validator validates a block, it's sent to a randomly selected group of other validators. This group verifies that a validator is not malicious and doesn't validate fake blocks.

This way, only one computer needs to solve or validate the transaction, instead of all miners. The validated block must be approved by a small group of validators, causing duplicate computation.

PoS is more secure because validating fake blocks results in slashing. You lose your bet tokens. If a validator signs a bad block or double-signs conflicting blocks, their ETH is burned.

Theoretically, Ethereum has one block every 12 seconds, so a validator forging a block risks burning 1 Ethereum for 12 seconds of transactions. This makes mistakes expensive and risky.

What Impact Does This Have On Energy Use?

Cryptocurrency is a natural calamity, sucking electricity and eating away at the earth one transaction at a time.

Many don't know the environmental impact of cryptocurrencies, yet it's tremendous.

A single Ethereum transaction used to use 200 kWh and leave a large carbon imprint. This update reduces global energy use by 0.2%.

Energy consumption PER transaction for Ethereum post-merge. Image from Digiconomist

Ethereum will submit a challenge to one validator, and that validator will forward it to randomly selected other validators who accept it.

This reduces the needed computing power.

They expect a 99.5% reduction, therefore a single transaction should cost 1 kWh.

Carbon footprint is 0.58 kgCO2, or 1,235 VISA transactions.

This is a big Ethereum blockchain update.

I love cryptocurrency and Mother Earth.

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Will Lockett

Will Lockett

2 years ago

There Is A New EV King in Town

McMurtry Spéirling — McMurtry Automotive

McMurtry Spéirling outperforms Tesla in speed and efficiency.

EVs were ridiculously slow for decades. However, the 2008 Tesla Roadster revealed that EVs might go extraordinarily fast. The Tesla Model S Plaid and Rimac Nevera are the fastest-accelerating road vehicles, despite combustion-engined road cars dominating the course. A little-known firm beat Tesla and Rimac in the 0-60 race, beat F1 vehicles on a circuit, and boasts a 350-mile driving range. The McMurtry Spéirling is completely insane.

Mat Watson of CarWow, a YouTube megastar, was recently handed a Spéirling and access to Silverstone Circuit (view video above). Mat ran a quarter-mile on Silverstone straight with former F1 driver Max Chilton. The little pocket-rocket automobile touched 100 mph in 2.7 seconds, completed the quarter mile in 7.97 seconds, and hit 0-60 in 1.4 seconds. When looking at autos quickly, 0-60 times can seem near. The Tesla Model S Plaid does 0-60 in 1.99 seconds, which is comparable to the Spéirling. Despite the meager statistics, the Spéirling is nearly 30% faster than Plaid!

My vintage VW Golf 1.4s has an 8.8-second 0-60 time, whereas a BMW Z4 3.0i is 30% faster (with a 0-60 time of 6 seconds). I tried to beat a Z4 off the lights in my Golf, but the Beamer flew away. If they challenge the Spéirling in a Model S Plaid, they'll feel as I did. Fast!

Insane quarter-mile drag time. Its road car record is 7.97 seconds. A Dodge Demon, meant to run extremely fast quarter miles, finishes so in 9.65 seconds, approximately 20% slower. The Rimac Nevera's 8.582-second quarter-mile record was miles behind drag racing. This run hampered the Spéirling. Because it was employing gearing that limited its top speed to 150 mph, it reached there in a little over 5 seconds without accelerating for most of the quarter mile! McMurtry can easily change the gearing, making the Spéirling run quicker.

McMurtry did this how? First, the Spéirling is a tiny single-seater EV with a 60 kWh battery pack, making it one of the lightest EVs ever. The 1,000-hp Spéirling has more than one horsepower per kg. The Nevera has 0.84 horsepower per kg and the Plaid 0.44.

However, you cannot simply construct a car light and power it. Instead of accelerating, it would spin. This makes the Spéirling a fan car. Its huge fans create massive downforce. These fans provide the Spéirling 2 tonnes of downforce while stationary, so you could park it on the ceiling. Its fast 0-60 time comes from its downforce, which lets it deliver all that power without wheel spin.

It also possesses complete downforce at all speeds, allowing it to tackle turns faster than even race vehicles. Spéirlings overcame VW IDRs and F1 cars to set the Goodwood Hill Climb record (read more here). The Spéirling is a dragstrip winner and track dominator, unlike the Plaid and Nevera.

The Spéirling is astonishing for a single-seater. Fan-generated downforce is more efficient than wings and splitters. It also means the vehicle has very minimal drag without the fan. The Spéirling can go 350 miles per charge (WLTP) or 20-30 minutes at full speed on a track despite its 60 kWh battery pack. The G-forces would hurt your neck before the battery died if you drove around a track for longer. The Spéirling can charge at over 200 kW in about 30 minutes. Thus, driving to track days, having fun, and returning is possible. Unlike other high-performance EVs.

Tesla, Rimac, or Lucid will struggle to defeat the Spéirling. They would need to build a fan automobile because adding power to their current vehicle would make it uncontrollable. The EV and automobile industries now have a new, untouchable performance king.

Bernard Bado

Bernard Bado

3 years ago

Build This Before Someone Else Does!

Captured by Mikhail Nilov

Do you want to build and launch your own software company? To do this, all you need is a product that solves a problem.

Coming up with profitable ideas is not that easy. But you’re in luck because you got me!

I’ll give you the idea for free. All you need to do is execute it properly.

If you’re ready, let’s jump right into it! Starting with the problem.

Problem

Youtube has many creators. Every day, they think of new ways to entertain or inform us.

They work hard to make videos. Many of their efforts go to waste. They limit their revenue and reach.

Solution

Content repurposing solves this problem.

One video can become several TikToks. Creating YouTube videos from a podcast episode.

Or, one video might become a blog entry.

By turning videos into blog entries, Youtubers may develop evergreen SEO content, attract a new audience, and reach a non-YouTube audience.

Many YouTube creators want this easy feature.

Let's build it!

Implementation

We identified the problem, and we have a solution. All that’s left to do is see how it can be done.

Monitoring new video uploads

First, watch when a friend uploads a new video. Everything should happen automatically without user input.

YouTube Webhooks make this easy. Our server listens for YouTube Webhook notifications.

After publishing a new video, we create a conversion job.

Creating a Blog Post from a Video

Next, turn a video into a blog article.

To convert, we must extract the video's audio (which can be achieved by using FFmpeg on the server).

Once we have the audio channel, we can use speech-to-text.

Services can accomplish this easily.

  • Speech-to-text on Google

  • Google Translate

  • Deepgram

Deepgram's affordability and integration make it my pick.

After conversion, the blog post needs formatting, error checking, and proofreading.

After this, a new blog post will appear in our web app's dashboard.

Completing a blog post

After conversion, users must examine and amend their blog posts.

Our application dashboard would handle all of this. It's a dashboard-style software where users can:

  • Link their Youtube account

  • Check out the converted videos in the future.

  • View the conversions that are ongoing.

  • Edit and format converted blog articles.

It's a web-based app.

Application diagram

It doesn't matter how it's made but I'd choose Next.js.

Next.js is a React front-end standard. Vercel serverless functions could conduct the conversions.

This would let me host the software for free and reduce server expenditures.

Taking It One Step Further

SaaS in a nutshell. Future improvements include integrating with WordPress or Ghost.

Our app users could then publish blog posts. Streamlining the procedure.

MVPs don't need this functionality.

Final Thoughts

Repurposing content helps you post more often, reach more people, and develop faster.

Many agencies charge a fortune for this service. Handmade means pricey.

Content creators will go crazy if you automate and cheaply solve this problem.

Just execute this idea!

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.