Here is our pick of the 3 most important XBRL news stories from the last week. 1 180 XBRL projects around the world Today, XBRL International reports that there are 180 XBRL projects around the world. (Here is an Excel spreadsheet with the projects.) Those 180 XBRL projects are in 60 different countries, The Netherlands has […]
Here is our pick of the 3 most important XBRL news stories this week. 1 SEC targets issuers and officers for disclosure violations through data analytics The SEC has invested heavily in ramping up its ability to leverage “big data” in order to spot anomalies or inconsistences that are potential indicia of financial reporting violations. […]
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TLDR. Well it depends, said the consultant punching the clock. Will Security Tokens enable scammy operators to separate dumb money from their money? Or will Security Tokens power a new wave of innovation to make the world a better place (perhaps via “digital cooperatives”). First, the news, well reported in many venues, that INX Limited […]
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Before we had STO, we had ICO. Now the STO market is either taking a refreshing nap or in a coma – or punched by the SEC and down for a count of 10.
Before either ICO or STO became famous, somebody pointed out to me that tokenizing existing assets via what we now call Security Tokens is a big and important change but not as fundamentally game-changing as a totally new tool such as Utility Tokens. Maybe that idea of Utility Tokens is worth revisiting?
This where it pays to understand what happened with Telegram and the SEC. The scale of the Telegram offering (via a SAFT = Simple Agreement for Future Token) had the Utility Token bulls of that era (now very quiet) crowing about how it meant smart big money was flowing in. There was no question that the money was big and no question that the investors were accredited. My take was/is that big and accredited does not always make it smart money.
Anyway, the SEC and the courts have decided on Telegram, even if it will be debated and discussed for years. You can see why the SEC decided as they did and why they took their time. Telegram is a big and reputable company and lots of money was at stake, not just the initial large amount raised by Telegram. The Telegram GRAM token would have probably generated billions of dollars of trading in GRAMs on secondary and derivative markets.
STO arose in response to the broken ICO market (which was a response to the broken VC to IPO market). There are two problems with ICO:
- Branding. For too many investors ICO means at best a bad deal (at worst it means scam).
- The C in ICO means Coin or Currency. If there is one area that regulators look at even harder than a Security it is a new Currency.
Utilities on the other hand are boring and legal. They are really a tool of marketing to reduce the cost of Customer Acquisition as we explored in this chapter of the Blockchain Economy. The SEC has gone on record to say that at least some Utility Tokens are legal. If customers are willing to pre order and pay upfront and if that helps the company raise enough money to deliver as promised that is both legal and good for business. The CEO discusses Utility Tokens with the CMO, maybe with the CFO, and leaves IR (Investor Relations) out of the loop. All investors want to know is how efficient the company’s marketing is.
There are two theories for how this will play out – regulated and unregulated:
- Regulated. The markets and infrastructure for the exchange of security tokens mature and we attach lots of things such as revenue share/royalties, or the rights to listen to music, read a report or watch a video. In other words a Security Token may include what we call a Utility Token today.
- Unregulated. Tokens for what the SEC classes as not a security are bought and sold in the same way we buy and sell other digital assets such as music, writing, video etc.
Yes, it is time for a new look at Utility Tokens, but we should never say ICO again or any three letters starting with I and ending with O that sounds like IPO.
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Funding is on everybody`s mind, especially for early-stage companies with no significant customer base. Will this time be different than in other market downturns?
Crowdfunding limits in the US are increased
The SEC increased the amount that companies can raise through crowdfunding. SEC is has proposing to increase the limit from $1million to $5million for accredited investors and to revise the calculation of investment limits for non-accredited investors (allowing them to allocate a greater percentage of their net worth). Of course, it will take time to be able to tell the impact. When will the appetite kick in at the current lower valuations.
Rosenblatt Securities research from last Fall, shows the expected impact on Fintech valuations at various stages affecting heavily the unicorns. For earlier stage startups the average expected impact is expected to be around 20% (1/3 of the unicorn impact).
B2B Fintech offerings, mostly Saas, are the ones that are getting traction from the new Fintech funds are raised now. Over 50% of investors claimed (before the crisis) that they would be opportunistic in their approach especially in sectors whose valuations were overblown.
New funds looking for great Fintech deals
New VC funds with an exclusive or partial Fintech focus are being raised as we speak but shyly of course.
FIS one of the leading financial vendor providers, is salivating on the opportunities that can be found in these market conditions and launched in late April a new $150million fintech fund. They already made their first investment in Flutterwave, the Nigerian payments fintech who raised $35mil Series B. FIS was familiar with Flutterwave as they had a business partnership established in January.
What is noteworthy is the interest in Nigeria and Africa in general. The SEC has also allowed Nigerian enterprises of all sizes that are more than 2yrs old to access the US crowdfunding portals.
#Nigerian Micro, Small & Medium Enterprises (MSMEs) over 2yrs old can access US #crowdfunding markets. #CrowdFunding: Who is qualified according to new #SEC Guidelines – https://t.co/GXmiRHxPh4#funding @matteorizzi @Karunk @DrEmuwa @CTPInclusion @NicoleAnMo @psb_dc
— Efi Pylarinou #Insider (@efipm) May 18, 2020
FINTOP Capital closed its second Fintech FINTOP Fund II which was oversubscribed and raised $126 million. The first fund was raised in 2016 ($50million) and brags for two exits: DealCloud sold to Intapp in 2018 (both in the institutional Saas sector of capital markets), and Solovis (a cloud-based multi-asset class portfolio management, analytics and reporting technology platform, for institutional investors) which was sold to Nasdaq this March of this year. This second fund already has holdings in Trovata (automating cash mgt), Vouchr (mobile UX in payments), myDigitalOffice (digital back office hospitality solutions), FinMkt (consumer financing), Decusoft (Saas compensation mgt).
RTP Global announced a fund to invest into early-stage technology companies in FinTech and Software-as-a-Service (SaaS). The new fund is $650 million. Its previous fund was $200million (raised in 2017). See more here.
Angels slowdown and startup job marketplaces are one-sided
AngelList a platform that has innovated in the angel investing space through its syndicates and recently announced layoffs without sharing specific details.
It is already 10yrs old and has roughly $1.8 billion assets under management and several funds. Five years ago it also launched a job business with an app. Right now it lists over 130k tech jobs for 100k companies. Fintechs like Stripe and Affirm have been part of the AngelList job talent ecosystem. Of course, now it will be a one-sided market similar to the challenges faced in the lending market, where demand for loans far exceeds supply.
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The `NonTransparent ETF` wrapper caught my attention recently, while reviewing WealthManagement news and trends. What kind of innovative investment vehicle would choose in our times, this kind of name?
In late January this year, the SEC approved a new ETF wrapper and several companies will be able to launch active ETFs or license the wrapper to asset managers. T. Rowe had first applied for SEC approval to launch actively managed ETFs (what is now called `NonTransparent ETFs`) as early as 2013.
Undoubtedly, the growth of low cost, indexing, passive ETFs has been supported by digital innovations in wealth management. However, it is the incumbents that own the lion`s share of the low cost, passive ETF market. Similarly, it is predominantly incumbents that will be launching NonTransparent ETFs.
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NonTransparent ETFs are actively managed ETFs that offer all the advantages of the ETF wrapper – digital access, intraday liquidity, tax efficiencies, ect – for actively managed portfolios. The reason that they have been called `NonTransparent ETF` is that the managers are not disclosing their holdings on a daily basis but on a quarterly basis. The ETF manager will only disclose real-time his-her positions to the Authorised Participant that is the entity who provides the in-kind redemption process.
Eaton Vance has been the only company that already has an approved wrapper, the NextShares, which is an actively managed open-end fund trading on exchanges without regularly disclosing its holdings. ETMFs were launched in 2016 but the growth has been negligible.
Eaton Vance Stock NextShares (EVSTC) – $6mill AUM
Eaton Vance TABS 5-to-15 Year Laddered Municipal Bond NextShares (EVLMC) – $7mil AUM
In this recent approval, Blue Tractor a 5 year old company also received approval to license its proprietary model, Shielded Alpha, to asset managers who are interested to launch NonTransparent ETFs.
Actively managed ETFs
Actively managed ETFs already exist but they are no more than 2% of the entire ETF sector. They have predominantly been focused on fixed income which is an asset class that the portfolio holdings are not easily replicable. Most asset managers have had difficulties beating their benchmarks and at the same time offering low cost investment vehicles (even in funds) which has resulted in very low interest in equity actively managed ETFs.
As most opportunities in equities have been in smaller caps rather than larger caps and in international markets rather than US domestic markets, actively managed ETFs in larger-cap domestic caps seem challenging.
The NonTransparent ETFs that have been approved maybe (just maybe) will establish themselves especially as investment ingredients that financial advisors embrace. The question is whether financial advisors will stomach the opaqueness of these ETFs. I guess they would if the alpha produced is sufficient but that of course, is a chicken and egg problem.
The only example of fully Transparent Actively managed equity ETFs is the family of ETFs launched by ARKInvest, which I have covered from their early days.
The investment thesis of ARKInvest is Innovation. It offers five actively managed thematic ETFs whose holdings are fully transparent (with a small intraday reporting delay). ARKK is the largest ETF with $1.86billion AUM (Total assets under management for all five ETFs are just over $3billion)
ARK was awarded by Fund Intelligence in 2019, the ETF Suite of the Year. Cathy Wood, the CEO, has also been disruptive in the way research is conducted at ARKInvest. They have developed an Open Research process that allows them to go beyond the traditional financial analysis by including Theme Developers and experts and holding open debates around their investment themes. More here.
Two picks of noteworthy innovations of ARKInvest ETFs.
- In the Fall of 2015 ARKW ETF, was the first ETF that invested in Bitcoin through Grayscale’s Bitcoin Investment Trust. I personally remember reading Chris Burniske`s (research lead at the time at ARKInvest) ARKInvest research at the time which was shared openly and led to their investment decision. The ARK Web x.0 ETF (ARKW) listed on NYSE Arca invests in innovative internet technologies including cloud computing, big data, digital media, e-commerce, bitcoin and blockchain technologies, and IoT.
- Currenrly, ARKInvest shares openly on their website and on the Github their valuation model of Tesla which is a core holding in three of their five ETFs. Tesla’s Potential Trajectory During the Next Five Years is their latest thinking around Tesla`s potential and the actual model with its inputs is on the github here.
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NEWS – Crypto and Security Token Exchange INX to Raise $130 Million in Landmark IPO: INX Limited, a crypto exchange startup, plans to raise up to $129.5 million through an IPO, in the first security token sale registered with the U.S. Securities and Exchange Commission. No, that’s not a typo for “ICO,” the initial coin offerings […]
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TLDR. Napster blew up the music business with free and illegal. Then we had low cost and legal like Spotify, Pandora and iTunes. The same is happening to innovation capital. The summer of 2017 ICO, kicked off by Bancor, was the now illegal way to raise a lot of money easily and at virtually no cost. That was a lousy deal for investors and naturally then regulators jumped in.
This update to The Blockchain Economy digital book covers:
- What is broken in the legacy innovation capital business
- Why the ICO went too far in the opposite direction
- The news about Blockstack and Reg A
- Reg A Basics
- Blockstack Basics
- Jurisdictional competition will continue
- Context & References
What is broken in the legacy innovation capital business
In March 2017, in Crypto equity via ICO and the other innovation chasm we wrote that:
“Most entrepreneurs understand the chasm between MVP (Minimum Viable Product) and PMF (Product Market Fit). The low cost to build MVP increases supply, but real demand does not change that fast, so lots of MVP ventures fall into the chasm (i.e. they fail).
The next chasm is less well understood. This is the chasm between PMF and Liquidity (via an IPO on the Public Markets and failing that via trade sale).
Today, we don’t see this chasm so clearly because there is a very expensive bridge across it – in a few locations. The very expensive bridge is provided by the big PE/VC Funds.”
Why the ICO went too far in the opposite direction
In 3 hours that shook my world: the Bancor ICO in June 2017 we described Bancor raising over $150 million in 3 hours in an ICO that kicked off the ICO craziness in 2017 when ventures could raise huge sums on not much more than a “minimally viable white paper”. The ICO went too far in the opposite direction – good for the entrepreneur and bad for the investor.
The news about Blockstack and Reg A
The news as reported in many media outlets was that the SEC gave Blockstack the go-ahead to conduct a $28 million digital token offering under Regulation A (which enables smaller companies to raise money from the public with less strenuous accounting and disclosure standards than a traditional IPO).
This is big news because the SEC is creating a new protocol for token offerings under Reg A. This is tokenized early stage crowdfunding. While neither tokens nor crowdfunding are new, this the first time they have been combined in a global market that US public investors can participate in.
America has been losing ground in crypto as it was not perceived as a friendly regulatory environment. This news is a big win for American entrepreneurs and investors.
Reg A Basics
“is an exemption from registration for public offerings. Regulation A has two offering tiers: Tier 1, for offerings of up to $20 million in a 12-month period; and Tier 2, for offerings of up to $50 million in a 12-month period. For offerings of up to $20 million, companies can elect to proceed under the requirements for either Tier 1 or Tier 2.
There are certain basic requirements applicable to both Tier 1 and Tier 2 offerings, including company eligibility requirements, bad actor disqualification provisions, disclosure, and other matters. Additional requirements apply to Tier 2 offerings, including limitations on the amount of money a non-accredited investor may invest in a Tier 2 offering, requirements for audited financial statements and the filing of ongoing reports. Issuers in Tier 2 offerings are not required to register or qualify their offerings with state securities regulators.”
Blockstack describe themselves as the” easiest way to build decentralized apps that can scale” and claim over 120 independent developer teams that have built apps on Blockstack.
Like Ethereum and many ICOs, Blockstack is a developer-focussed open source platform. It is the sort of innovation that the crypto community needs.
Jurisdictional competition will continue
In Some Governments Want To Shut Down Bitcoin But They Don’t Know How we wrote that:
“For a long time, entrepreneurs faced competition and regulators sent them the rule book. Regulators were government employees who thought about competition only in the abstract; competition was something that other people had to worry about.Today, the environment is more fluid as governments recognize the economic return on innovation in terms of jobs and GDP growth. The regulators now face real competition because their political masters have to keep citizens happy and citizens care about jobs and GDP growth. Both Fintech upstarts and incumbent global banks are increasingly mobile; so jobs can disappear fast if regulators get it wrong. Plus, innovation is the primary driver of productivity which drives GDP per capita. Pity the poor regulator who must balance that with protecting citizens from fraud and enforcing existing laws.”
This jurisdictional competition is a good thing because while, the SEC may have got it almost right with Reg A and the Blockstack token offering, there is still room for improvement. If you look at the details, you will see that accredited investors get in early and the public get in later. The public gets in earlier than they do in a traditional IPO, but this is still a two tier market. In a global market with jurisdictional competition, expect big moves by Singapore, Hong Kong, UK, Switzerland the EU and other tech/finance centers.
Context & References
I have no positions or commercial relationships with the companies or people mentioned. I am not receiving compensation for this post.
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TLDR On 3rd April 2019, the US Securities Regulator, SEC, issued a public response to TKJ (TurnKey Jet Inc) that stated unequivocally that the Tokens issued by TKJ are not securities. This may offer regulatory clarity for Utility Tokens, but the devil is as always in the details. This post is one entrepreneur’s attempt to parse these details to understand the legal landscape around Tokens.
IANAL Disclaimer. I Am Not A Lawyer. Get proper legal advice. This is just one entrepreneur talking to other entrepreneurs.
This update to The Blockchain Economy digital book covers:
- Takeaways from each of the points in the SEC notice
- Case Law is different from Civil/Code Law
- Choose your playing field – Regulated or Unregulated
- Context and References
Takeaways from each of the points in the SEC notice.
Our takeaways in italics
- TKJ will not use any funds from Token sales to develop the TKJ Platform, Network, or App, and each of these will be fully developed and operational at the time any Tokens are sold;
Don’t use Utility Tokens to raise capital. For that, use Security Tokens. TKJ was not raising capital. In venture terms, you need to at least have working code ie MVP (Minimum Viable Product).
- the Tokens will be immediately usable for their intended functionality (purchasing air charter services) at the time they are sold;
In short, use Utility Tokens for marketing, not for capital raising. PrePaid Tokens work when supply is limited. This is clearly true for air charter services (which is what TKJ offers) and most analog physical world services. If supply is limited, customers are motivated to order ahead. This is very different from most digital services which are defined by being unlimited supply (because of almost zero cost to copy). Smart entrepreneurs will figure out how to create premium digital services with limited supply but with digital efficiency. An example might be a physical artefact with some special branding for fans.
- TKJ will restrict transfers of Tokens to TKJ Wallets only, and not to wallets external to the Platform;
The term wallet is confusing here. The SEC definition seems to assumes open source crypto wallets that anybody can use. No problem, plenty of choice here. This is not like physical wallets where we can have multiple tokens (cash, loyalty cards, credit/debit cards) in a single wallet. In the digital realm, the equivalent to that physical wallet is our mobile phone. The term wallet as used by SEC is more like a combination of loyalty card with pre-paid card.
- TKJ will sell Tokens at a price of one USD per Token throughout the life of the Program, and each Token will represent a TKJ obligation to supply air charter services at a value of one USD per Token;
SEC jurisdiction is America where USD is the currency, so their reference currency is USD. For other jurisdictions the token will need to be priced in other currencies. The more fundamental point is that these tokens are non-fungible. You can ONLY use them to buy air charter services.
- If TKJ offers to repurchase Tokens, it will only do so at a discount to the face value of the Tokens (one USD per Token) that the holder seeks to resell to TKJ, unless a court within the United States orders TKJ to liquidate the Tokens
This is a sensible precaution against ponzi schemes, where the issuer gives early buyers a guaranteed profit. Note the words “unless a court within the United States”. Our mantra at Daily Fintech is “bits don’t stop at borders but money has to show its passport”; financial regulation is jurisdiction dependent.
- The Token is marketed in a manner that emphasizes the functionality of the Token, and not the potential for the increase in the market value of the Token.
Note that TKJ is NOT a cryptocurrency business; they are a business in the physical world that is using cryptocurrency technology to grow their business. This would be like selling Taxi Medallions as Tokens. The Medallion/Token buyer aims to offer a taxi service and may or may not be able to sell the Token/Medallion for a profit later. Utility Tokens are about marketing not capital raising. For a brief moment in 2017, entrepreneurs got a two for one deal in ICOs that enabled both marketing AND capital raising. Those days are over. Although the new rules seem like a limitation, the biggest issue for most ventures is marketing, not capital raising. So using Utility Tokens to reduce Customer Acquisition Cost (as we explore in this related chapter) is a big deal.
Case Law is different from Civil/Code Law
The SEC letter is no guarantee and the SEC staff reserves the right to change positions.
This is just how case law works.
The law in the USA & UK and many countries is case law (aka common law), where the law is established by the outcome of former cases (aka precedent). This is very different from what is sometimes called civil law (which I call Code Law for reasons explained below) in countries such as China, Japan, Germany, France
Civil/Code law originated in the code of laws compiled by the Roman Emperor Justinian. Civil law has codified statutes. I prefer the term Code Law to Civil Law as this style of law is what developers/coders prefer and instinctively assume. You can turn Civil/Code law into computer code in Smart Contracts. It is much harder to do this with case law where you will often be told “well, it depends” or “it will be judged on a case by case basis”. This is why you must consult a lawyer and why the SEC announcement has this boilerplate language:
”This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division’s position on enforcement action only and does not express any legal conclusion on the question presented.”
Choose your playing field – Regulated or Unregulated
Fintech Entrepreneurs have 3 basic regulatory strategies to choose from:
- A. Full stack regulated. You ask for permission upfront. Budget for big legal and compliance bills. Compete directly with banks. Do this in every jurisdiction you want to do business in (state by state in America and country by country in Europe).
- B. Full stack unregulated. This is what Uber, AirBnB and Skype did. You act boldly without upfront permission and either seek forgiveness or fight (depending on how powerful the regulator is). Banking is far more protected/regulated than taxis, lodging or telecoms, so this is a dangerous strategy in Fintech, but can work for some types of user for Bitcoin related services.
- C. Lower in stack unregulated. Provide services to regulated companies north of you in the stack.
Bitcoin is C. Companies northward in the stack provide the user facing functionality and can choose either A or B.
Context & References
I have no positions or commercial relationships with the companies or people mentioned. I am not receiving compensation for this post.
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