More on Web3 & Crypto
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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:
- An investment of money
- n a common enterprise
- With the expectation of profit
- To be derived from the efforts of others
In the case of Howey, the buyers saw the transactions as valuable because others provided the labor and expertise. An income stream was obtained by only investing capital. As a result of the Howey Test, the transaction had to be registered with the SEC.
Howey Test and Cryptocurrencies
Bitcoin is notoriously difficult to categorize. Decentralized, they evade regulation in many ways. Regardless, the SEC is looking into digital assets and determining when their sale qualifies as an investment contract.
The SEC claims that selling digital assets meets the "investment of money" test because fiat money or other digital assets are being exchanged. Like the "common enterprise" test.
Whether a digital asset qualifies as an investment contract depends on whether there is a "expectation of profit from others' efforts."
For example, buyers of digital assets may be relying on others' efforts if they expect the project's backers to build and maintain the digital network, rather than a dispersed community of unaffiliated users. Also, if the project's backers create scarcity by burning tokens, the test is met. Another way the "efforts of others" test is met is if the project's backers continue to act in a managerial role.
These are just a few examples given by the SEC. If a project's success is dependent on ongoing support from backers, the buyer of the digital asset is likely relying on "others' efforts."
Special Considerations
If the SEC determines a cryptocurrency token is a security, many issues arise. It means the SEC can decide whether a token can be sold to US investors and forces the project to register.
In 2017, the SEC ruled that selling DAO tokens for Ether violated federal securities laws. Instead of enforcing securities laws, the SEC issued a warning to the cryptocurrency industry.
Due to the Howey Test, most ICOs today are likely inaccessible to US investors. After a year of ICOs, then-SEC Chair Jay Clayton declared them all securities.
SEC Chairman Gensler Agrees With Predecessor: 'Every ICO Is a Security'
Howey Test FAQs
How Do You Determine If Something Is a Security?
The Howey Test determines whether certain transactions are "investment contracts." Securities are transactions that qualify as "investment contracts" under the Securities Act of 1933 and the Securities Exchange Act of 1934.
The Howey Test looks for a "investment of money in a common enterprise with a reasonable expectation of profits from others' efforts." If so, the Securities Act of 1933 and the Securities Exchange Act of 1934 require disclosure and registration.
Why Is Bitcoin Not a Security?
Former SEC Chair Jay Clayton clarified in June 2018 that bitcoin is not a security: "Cryptocurrencies: Replace the dollar, euro, and yen with bitcoin. That type of currency is not a security," said Clayton.
Bitcoin, which has never sought public funding to develop its technology, fails the SEC's Howey Test. However, according to Clayton, ICO tokens are securities.
A Security Defined by the SEC
In the public and private markets, securities are fungible and tradeable financial instruments. The SEC regulates public securities sales.
The Supreme Court defined a security offering in SEC v. W.J. Howey Co. In its judgment, the court defines a security using four criteria:
- An investment contract's existence
- The formation of a common enterprise
- The issuer's profit promise
- Third-party promotion of the offering
Read original post.
Alex Bentley
3 years ago
Why Bill Gates thinks Bitcoin, crypto, and NFTs are foolish
Microsoft co-founder Bill Gates assesses digital assets while the bull is caged.

Bill Gates is well-respected.
Reasonably. He co-founded and led Microsoft during its 1980s and 1990s revolution.
After leaving Microsoft, Bill Gates pursued other interests. He and his wife founded one of the world's largest philanthropic organizations, Bill & Melinda Gates Foundation. He also supports immunizations, population control, and other global health programs.
When Gates criticized Bitcoin, cryptocurrencies, and NFTs, it made news.
Bill Gates said at the 58th Munich Security Conference...
“You have an asset class that’s 100% based on some sort of greater fool theory that somebody’s going to pay more for it than I do.”
Gates means digital assets. Like many bitcoin critics, he says digital coins and tokens are speculative.
And he's not alone. Financial experts have dubbed Bitcoin and other digital assets a "bubble" for a decade.
Gates also made fun of Bored Ape Yacht Club and NFTs, saying, "Obviously pricey digital photographs of monkeys will help the world."
Why does Bill Gates dislike digital assets?
According to Gates' latest comments, Bitcoin, cryptos, and NFTs aren't good ways to hold value.
Bill Gates is a better investor than Elon Musk.
“I’m used to asset classes, like a farm where they have output, or like a company where they make products,” Gates said.
The Guardian claimed in April 2021 that Bill and Melinda Gates owned the most U.S. farms. Over 242,000 acres of farmland.
The Gates couple has enough farmland to cover Hong Kong.

Bill Gates is a classic investor. He wants companies with an excellent track record, strong fundamentals, and good management. Or tangible assets like land and property.
Gates prefers the "old economy" over the "new economy"
Gates' criticism of Bitcoin and cryptocurrency ventures isn't surprising. These digital assets lack all of Gates's investing criteria.
Volatile digital assets include Bitcoin. Their costs might change dramatically in a day. Volatility scares risk-averse investors like Gates.
Gates has a stake in the old financial system. As Microsoft's co-founder, Gates helped develop a dominant tech company.
Because of his business, he's one of the world's richest men.
Bill Gates is invested in protecting the current paradigm.
He won't invest in anything that could destroy the global economy.
When Gates criticizes Bitcoin, cryptocurrencies, and NFTs, he's suggesting they're a hoax. These soapbox speeches are one way he protects his interests.
Digital assets aren't a bad investment, though. Many think they're the future.
Changpeng Zhao and Brian Armstrong are two digital asset billionaires. Two crypto exchange CEOs. Binance/Coinbase.
Digital asset revolution won't end soon.
If you disagree with Bill Gates and plan to invest in Bitcoin, cryptocurrencies, or NFTs, do your own research and understand the risks.
But don’t take Bill Gates’ word for it.
He’s just an old rich guy with a lot of farmland.
He has a lot to lose if Bitcoin and other digital assets gain global popularity.
This post is a summary. Read the full article here.

Nitin Sharma
2 years ago
Web3 Terminology You Should Know
The easiest online explanation.
Web3 is growing. Crypto companies are growing.
Instagram, Adidas, and Stripe adopted cryptocurrency.
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:
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.
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.
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Sammy Abdullah
24 years ago
How to properly price SaaS
Price Intelligently put out amazing content on pricing your SaaS product. This blog's link to the whole report is worth reading. Our key takeaways are below.
Don't base prices on the competition. Competitor-based pricing has clear drawbacks. Their pricing approach is yours. Your company offers customers something unique. Otherwise, you wouldn't create it. This strategy is static, therefore you can't add value by raising prices without outpricing competitors. Look, but don't touch is the competitor-based moral. You want to know your competitors' prices so you're in the same ballpark, but they shouldn't guide your selections. Competitor-based pricing also drives down prices.
Value-based pricing wins. This is customer-based pricing. Value-based pricing looks outward, not inward or laterally at competitors. Your clients are the best source of pricing information. By valuing customer comments, you're focusing on buyers. They'll decide if your pricing and packaging are right. In addition to asking consumers about cost savings or revenue increases, look at data like number of users, usage per user, etc.
Value-based pricing increases prices. As you learn more about the client and your worth, you'll know when and how much to boost rates. Every 6 months, examine pricing.
Cloning top customers. You clone your consumers by learning as much as you can about them and then reaching out to comparable people or organizations. You can't accomplish this without knowing your customers. Segmenting and reproducing them requires as much detail as feasible. Offer pricing plans and feature packages for 4 personas. The top plan should state Contact Us. Your highest-value customers want more advice and support.
Question your 4 personas. What's the one item you can't live without? Which integrations matter most? Do you do analytics? Is support important or does your company self-solve? What's too cheap? What's too expensive?
Not everyone likes per-user pricing. SaaS organizations often default to per-user analytics. About 80% of companies utilizing per-user pricing should use an alternative value metric because their goods don't give more value with more users, so charging for them doesn't make sense.
At least 3:1 LTV/CAC. Break even on the customer within 2 years, and LTV to CAC is greater than 3:1. Because customer acquisition costs are paid upfront but SaaS revenues accrue over time, SaaS companies face an early financial shortfall while paying back the CAC.
ROI should be >20:1. Indeed. Ensure the customer's ROI is 20x the product's cost. Microsoft Office costs $80 a year, but consumers would pay much more to maintain it.
A/B Testing. A/B testing is guessing. When your pricing page varies based on assumptions, you'll upset customers. You don't have enough customers anyway. A/B testing optimizes landing pages, design decisions, and other site features when you know the problem but not pricing.
Don't discount. It cheapens the product, makes it permanent, and increases churn. By discounting, you're ruining your pricing analysis.

Sammy Abdullah
3 years ago
SaaS payback period data
It's ok and even desired to be unprofitable if you're gaining revenue at a reasonable cost and have 100%+ net dollar retention, meaning you never lose customers and expand them. To estimate the acceptable cost of new SaaS revenue, we compare new revenue to operating loss and payback period. If you pay back the customer acquisition cost in 1.5 years and never lose them (100%+ NDR), you're doing well.
To evaluate payback period, we compared new revenue to net operating loss for the last 73 SaaS companies to IPO since October 2017. (55 out of 73). Here's the data. 1/(new revenue/operating loss) equals payback period. New revenue/operating loss equals cost of new revenue.
Payback averages a year. 55 SaaS companies that weren't profitable at IPO got a 1-year payback. Outstanding. If you pay for a customer in a year and never lose them (100%+ NDR), you're establishing a valuable business. The average was 1.3 years, which is within the 1.5-year range.
New revenue costs $0.96 on average. These SaaS companies lost $0.96 every $1 of new revenue last year. Again, impressive. Average new revenue per operating loss was $1.59.
Loss-in-operations definition. Operating loss revenue COGS S&M R&D G&A (technical point: be sure to use the absolute value of operating loss). It's wrong to only consider S&M costs and ignore other business costs. Operating loss and new revenue are measured over one year to eliminate seasonality.
Operating losses are desirable if you never lose a customer and have a quick payback period, especially when SaaS enterprises are valued on ARR. The payback period should be under 1.5 years, the cost of new income < $1, and net dollar retention 100%.

Jan-Patrick Barnert
3 years ago
Wall Street's Bear Market May Stick Around
If history is any guide, this bear market might be long and severe.
This is the S&P 500 Index's fourth such incident in 20 years. The last bear market of 2020 was a "shock trade" caused by the Covid-19 pandemic, although earlier ones in 2000 and 2008 took longer to bottom out and recover.
Peter Garnry, head of equities strategy at Saxo Bank A/S, compares the current selloff to the dotcom bust of 2000 and the 1973-1974 bear market marked by soaring oil prices connected to an OPEC oil embargo. He blamed high tech valuations and the commodity crises.
"This drop might stretch over a year and reach 35%," Garnry wrote.
Here are six bear market charts.
Time/depth
The S&P 500 Index plummeted 51% between 2000 and 2002 and 58% during the global financial crisis; it took more than 1,000 trading days to recover. The former took 638 days to reach a bottom, while the latter took 352 days, suggesting the present selloff is young.
Valuations
Before the tech bubble burst in 2000, valuations were high. The S&P 500's forward P/E was 25 times then. Before the market fell this year, ahead values were near 24. Before the global financial crisis, stocks were relatively inexpensive, but valuations dropped more than 40%, compared to less than 30% now.
Earnings
Every stock crash, especially earlier bear markets, returned stocks to fundamentals. The S&P 500 decouples from earnings trends but eventually recouples.
Support
Central banks won't support equity investors just now. The end of massive monetary easing will terminate a two-year bull run that was among the strongest ever, and equities may struggle without cheap money. After years of "don't fight the Fed," investors must embrace a new strategy.
Bear Haunting Bear
If the past is any indication, rising government bond yields are bad news. After the financial crisis, skyrocketing rates and a falling euro pushed European stock markets back into bear territory in 2011.
Inflation/rates
The current monetary policy climate differs from past bear markets. This is the first time in a while that markets face significant inflation and rising rates.
This post is a summary. Read full article here
