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Crypto tokens considered “securities” by law, in a big win for the SEC | United States | Global law firm

Published

5 months ago

28 April, 2024

Crypto tokens considered “securities” by law, in a big win for the SEC | United States | Global law firm

On December 28, 2023, New York federal district judge Jed Rakoff found as a matter of law that various cryptographic tokens sold by Terraform were “securities” under U.S. securities laws. SEC v. Terraform Labs Pte. Ltd.2023 WL8944860 (SDNY, December 28, 2023). The court then granted the SEC’s summary judgment on its claim that Terraform offered and sold unregistered securities in violation of Sections 5(a) and 5(c) of the Securities Act of 1933, 15 USC §§ 77e(a). , 77e(c ).

A basic application of the “Howey Test”

The case involved UST, LUNA, wLUNA and MIR tokens sold by Terraform. The court’s decision was blunt: “There is no real dispute as to whether UST, LUNA, wLUNA, and MIR are securities because they are investment contracts.”

The court based its ruling squarely on the “Howey test” of the US Supreme Court SEC vs. WJ Howey Co.328 USA 293, 298-99 (1946), to identify the types of “investment contracts” that Section 2(a)(1) of the Securities Act, 15 USC § 77b(a)(1), defines as constituting “securities”. Under this criterion, the Court explained, “the Supreme Court held in no uncertain terms that “an investment contract for purposes of the Securities Act means a contract, transaction, or scheme under which a person invests his or her own money in a joint venture and is led to expect profits solely from the efforts of the promoter or third parties.’”

Judge Rakoff stated in his ruling that “[t]There is no real dispute that the elements of the Howey test – “(i) investment of money (ii) in a common enterprise (iii) with profits arising solely from the efforts of others” (id.) – have been satisfied for UST, LUNA, wLUNA and MIR.” He rejected the defendants’ various arguments as to why these tokens did not fit the Howey test.

UST is not exempt as it is a stablecoin

The defendants argued that the UST token, as a stablecoin whose value has not changed, could not meet the Howey test because there could be no expectation of profit from purchasing such a coin. But the court highlighted the fact that Terraform also developed and offered its so-called “Anchoring Protocol”, under which USTs deposited into the protocol would generate, according to Terraform’s marketing materials, a fixed and stable return of 20% . The court further noted that such payments were indeed made.

Therefore, the court said, “the UST in combination with the Anchor Protocol constitutes an investment contract.” While not all UST holders deposited tokens into the Anchor Protocol, the court cited Howey to conclude that there was “no legal consequence” that “some holders ‘ch[o]if we do not accept the full offer of an investment contract.’” The court’s ruling did not address what the UST’s status might be in the absence of the Anchoring Protocol or a similar program.

Token sales were when tokens were marketed as buying a stake in the growth of the network

The SEC’s claim regarding the LUNA token (and by extension the wLUNA token) was that “Defendants have ‘pooled’ together the proceeds of the LUNA purchases and have promised that further investments through these purchases would benefit all LUNA holders.” .” This charge, as the court had previously held, “adequately demonstrated that the defendants and investors were united in a joint venture for profit.”

Now, in summary judgment, the court cited evidence that the defendants themselves had characterized the purchase of LUNA as equivalent to purchasing “stake” in their company and that owning LUNA “essentially means owning a stake in the network” which would not other than increasing in value. as the Terraform ecosystem grows. “In other words,” the court said, Terraform was arguing that “a person could invest his or her own ‘money in a joint venture’ and be ‘led to expect profits solely from the efforts of the promoter or third parties,’ i.e. Terraform E [its president].” The court rejected the defendants’ attempts to rebut the force of this “evidence that LUNA and wLUNA were securities” as “misplaced.”

The claims of decentralization fail

A similar analysis showed that Terraform’s MIR token is also a “security,” the court said. The defendants had described MIR as a “governance token that earns fees from asset transactions” on the “Mirror Protocol” launched by Terraform, claiming in a press release that “[b]By adding the Mirror governance token, MIR, to liquidity pools, MIR holders can earn 0.25% from trading fees.

Although Terraform had claimed that MIR was decentralized (i.e., so as not to depend solely on the efforts of the initiators as required by Howey), the court noted that Terraform had actually explained that “the team behind Terra contributed the majority of the work of main development behind the mirror [Protocol].” The court also pointed out that Terraform advertised to buyers its efforts to strengthen and increase the visibility of the Mirror Protocol, expand its markets, and provide it with a product manager and software updates that were paid for with the overall proceeds of MIR sales. The Court concluded as follows:

“In light of all this, Defendants cannot meaningfully dispute that they induced MIR owners to expect profits from a joint venture based on Terraform’s efforts to develop, maintain and grow the Mirror Protocol – in other words, that MIR passes the Howey test with color flight.”

Unrecorded sales of LUNA and MIR

The court therefore found that there was “no real dispute as to whether the defendants offered and sold unregistered securities, in violation of Sections 5(a) and 5(c) of the Securities Act,” given clear evidence that “the defendants offered and sold LUNA and MIR in unregistered transactions.”

Specifically, “Terraform sold LUNA tokens directly to institutional investors through sales agreements that expressly contemplated the development of a secondary market by Terraform,” including through agreements whose discounts “provided a built-in incentive for secondary resale.” The court also cited evidence that Terraform recognized that “token listing is a prerequisite for [the] The Earth/Luna Ecosystem Can Work” and discussed his plans to “enhance LUNA’s liquidity in secondary trading markets.”

Similarly, regarding MIR, the court cited evidence that MIR tokens were sold through agreements that “did not prevent purchasers from reselling their MIR tokens in secondary trading markets or to U.S. investors.” Terraform had agreements requiring others to “trade MIR tokens on cryptocurrency trading platforms” and “sold both LUNA and MIR tokens to secondary market buyers on Binance and other cryptocurrency exchanges.”

No exemptions available

While the defendants argued “that their distributions of LUNA and MIR were not public offerings because they were sold only directly to sophisticated investors,” the court found that “to avail of this exemption, the defendants would also have to demonstrate that they “intended” the tokens LUNA and MIR “rest with” those sophisticated investors.” However, it states, “the securities are not deposited with investors intending further distribution.”

Therefore, Terraform’s repeated statements about developing a liquid secondary market for LUNA, and its explicit requirements that others trade MIR on exchanges and provide reports to Terraform on such secondary trading, “make it clear that neither Terraform nor its institutional investors had any intention to simply hold LUNA or MIR without further trading.” This prevented the defendants from relying on any exemption under Section 5 for selling securities only to sophisticated investors.

The court also found that there was no evidence to support the defendants’ contention that such secondary market trading occurred exclusively outside the United States, so as to be exempt from Section 5 of Regulation S.

SEC Other Securities Claims Status

Although the court thus granted the SEC summary judgment on its Section 5 allegations for the offer and sale of unregistered securities, it found that “genuine disputes of material fact persist which preclude summary judgment for any party on the “fraud charges” that the SEC had also brought against the defendants in connection with these sales. The Court noted, for example, that “[m]much of the evidence the SEC provided to Scienter in its two fraud charges. . . comes from third-party informants whose credibility is paramount and whose testimony is subject to numerous challenges that are best resolved at trial.”

Trial on the case is now scheduled to begin on January 29, 2024.

Conclusion

A legal battle has raged for years over whether sales of cryptographic tokens can properly be considered, in appropriate circumstances, to be sales of securities subject to the requirements of U.S. federal securities laws, and indeed whether the tokens themselves can be considered securities. Judge Rakoff’s summary ruling in the Terraform case goes far beyond simply demonstrating that such outcomes are possible.

Rather, Judge Rakoff’s ruling shows that certain facts about how such tokens are sold and marketed — which are unlikely to be unique to Terraform and which may indeed be undeniable — may be sufficient to establish as a matter of law the applicability of securities laws to sales of such tokens. Furthermore, Judge Rakoff had no difficulty defining the tokens themselves as “investment contracts” and “securities,” even though their profit potential stemmed from a separate “protocol” by which perhaps not all token purchasers were involved.

Judge Rakoff’s decision in the Terraform case is of course only the decision of a single judge at the district court level, with which other district court judges may disagree and which may ultimately be challenged on appeal. There will likely be other litigants who will seek to challenge and test his broad and strong conclusions in other cases. However, Judge Rakoff’s Terraform ruling will likely strengthen the SEC’s role in numerous future cases where token sales occurred under similar circumstances.

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Top 5 Crypto Pre-Sales for August 2024

Published

2 months ago

1 August, 2024

TokenTalk Staff

Have you heard about cryptocurrencies in 2011? Was Bitcoin so popular back then? Well, yes, some forward-thinking people saw its potential early and invested in BTC back then. Investors were skeptical about this new financial element; however, many took the risk and invested what they could risk in the cryptocurrency market.

Going through the list of top presales, we have identified and studied five of the main candidates that can change the game on the trading charts. These new opportunities promise the best returns and a great chance to buy tokens at affordable prices. While 5thScape is at the top of our recommendation, projects like DarkLume and Artemis Coin are pioneers in their respective categories.

Top 5 Crypto Pre-Sales to Add to Your Watchlist in 2024

Below we present the top five cryptocurrency pre-sales that you should consider adding to your investment watchlist.

5th Landscape (5SCAPE) – King of digital VR gaming with AR/VR elements
Dark light (DLUME) – Virtual Metaverse for Social Exploration
SpacePay (SPY) – Versatile Financial Payment Gateway for Seamless Transactions
EarthMeta (EMT) – Replicating our planet on a virtual platform
Artemis Coin (ARTMS) – NFT Marketplace for Digital Real Estate Investment

In-Depth Review: The Best Crypto Pre-Sales of 2024

Now, let’s take a closer look at these pre-sale events and how they can help investors make significant profits this year.

5th Landscape (5SCAPE)

The 5thScape project combines emerging technology using the fundamentals of virtual and augmented reality on the Ethereum platform using its native currency as 5SCAPE. Users of the token experience increased security and interactive gameplay in the digital space.

Here are the potential reasons why investors are admiring the 5thScape ecosystem:

Immersive Gameplay: With over five game titles, the platform is ready to amaze the audience with games ranging from archery, sports, battle and high-speed racing.

Innovative VR Content: 5thScape’s progress in the crypto-gaming space will contribute to the development of educational resources and other VR content on the website.

Motion Control Gadgets: This project is working hard to introduce VR devices such as headsets and gaming chairs with precise controls and high-resolution soundscapes to achieve the best immersive feeling while exploring the ecosystem.

Practical utility: 5SCAPE tokens stimulate participation in various activities and convert the ecosystem into economic value for investors.

Staking Opportunities: Acquiring 5SCAPE tokens after listing on exchanges can generate higher earnings

Free Giveaways and Prizes: The distribution of free coins and VR subscriptions attract investors.

Visit 5thScape for more details>>

Dark Light (DLUME)

We just saw how 5thScape captures investors with its AR/VR digital landscape. DarkLume works on similar VR principles but has a completely new VR metaverse. Its presale is about to hit the $1 million mark and simultaneously increase fund inflows.

What are the specifics that allow DarkLume to lead the metaverse industry?

Native currency: The project has DLUME as a digital currency that can be used for in-game purchases or upgrades. These utility tokens also give their holders the right to vote on the development and expansion of the project.

Benefits of staking: Investors who want to hold and earn from this currency expect to multiply their funds after the stock market listing.

Exploratory Metaverse: Once you enter this world, there is no turning back. There are so many opportunities to find recreational activities and relieve stress. Walking through lush landscapes and stargazing at night can be a memorable experience. If you are a party animal, DarkLume’s virtual discos and clubs will win you over.

Visit DarkLume for more details>>

Payment for space (SPY)

Traditional financial setups face many challenges in daily transactions and are also expensive. To solve these concerns, Maxwell Bunting founded SpacePay by combining cryptocurrency payments and blockchain technology. The London-based startup makes online shopping and payments more seamless by integrating its network with existing card terminals, allowing users to make payments in any digital currency. Merchants can choose to receive payments in conventional currency without having to pay exorbitantly.

SpacePay has designed a user-friendly and convenient interface that supports over 325 crypto wallets. SPY, the native token of this platform, serves to enable all transactions within its ecosystem. Tokens can also be used to generate passive income through staking and additional community rewards.

EarthMeta (EMT)

EarthMeta is a virtual metaverse created to replicate our planet, Earth. It is listed as one of the best crypto pre-sales of 2024, with a focus on creating new NFT platforms and virtual assets in premium cities. The startup encourages users to own and govern virtual landscapes.

Cities are then further broken down into smaller assets such as landmarks, buildings, monuments, parks, schools, and more. NFTs can now be bought and sold in the project’s marketplace. Governors are eligible to earn 1% fees per transaction within their city. EMT token holders can also generate more at once with custom API integrations and participation in DAO activities.

Artemis (ARTMS)

Today we have covered a number of financial projects that you can consider along with 5thScape, the most promising VR coins of the decade. Artemis (ARTMS) is a financial platform that allows investors to transact and trade using its digital asset, ARTMS. Users can also lend, borrow, stake, save, and generate rewards from yield farming.

The project is about to enter Phase 4 of development which will see the launch of the Artemis Crypto System. This system is customized to facilitate a large number of secure and transparent crypto transactions. Cryptocurrency enthusiasts and professional entities can buy and sell products such as smartphones, bicycles and internet services using crypto payments. Early investors have great advantages until the project is available at a discounted price in the pre-sale.

Read this before investing in the next cryptocurrency market

Experienced investors know the factors to consider before investing in this dynamic market. Here are some points that beginners should remember before securing a position in the cryptocurrency universe.

It is essential to verify the project details and the founders.
Read and understand the whitepaper for all the technical information about the ICO, the roadmap and the mission of the project.
The project roadmap will provide greater clarity on milestones and results achieved.
Review the fundamentals of the new technologies involved in the development of the platform.
Before investing in any cryptocurrency, carefully evaluate the benefits and risks to avoid losses and build a profitable portfolio.

Conclusion

5thScape ICO Offers Tokens at Deeply Discounted Prices. Once the presale is over, the token price will skyrocket 434% from the first round and promise 600x returns to early investors. Who wouldn’t want to be part of an innovative and growing VR ecosystem? Check your details, review all the documents and start investing in 5thScape now.

Time flies, and so does the $100,000 prize.

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Best Upcoming Cryptocurrencies for Long-Term Profits: Turn $100 Into $1000 With These Picks

Published

2 months ago

1 August, 2024

TokenTalk Staff

Have you ever wondered how much return Bitcoin has given to investors who bought this gold cryptocurrency a decade ago? In 2014, Bitcoin reached its significant milestone of $1,000 in the first month. Currently, it is trading at around $64k, which is an astonishing 6300% increase in the span of 10 years. No stock, no ETF could ever give you such monumental returns. This simply proves that the cryptocurrency market turns your dreams of investment returns into reality.

While the established giants are not giving so much returns now, the ball is in the court of upcoming cryptocurrencies that are based on the development of projects to provide up to 1000x returns in the near future. In this article, we will explore 5 upcoming cryptocurrencies for long-term earnings that can turn your $100 into $1000 – the only key is strategic investing with a lot of patience!

Best Upcoming Cryptocurrencies For Long Term Profits

Below we list the top 5 cryptocurrencies for long-term gains, which are set to give you returns of up to 1000 times in the coming times.

5th Landscape (5LANDSCAPE)
Dark light (DISGUST)
BlockDAG (BDAG)
eTukTuk (TUK)
WienerAI (WAI)

Take a deeper look at the background of these 5 upcoming cryptocurrencies for long-term gains and see why they could be viable options for your cryptocurrency portfolio.

1. 5° Landscape (5SCAPE)

5thScape is changing the face of entertainment by merging augmented and virtual reality with blockchain technology, offering a VR content ecosystem unlike any other destination on the internet. Its native token, 5SCAPE, is the cornerstone of this innovative ecosystem. With a limited supply of 5.21 billion tokens, 5SCAPE offers early investors a unique opportunity to participate in the growth of a potentially transformative platform.

Combining the immersive experiences of VR technology with a cryptocurrency that has a real-world use case, 5thScape presents a compelling investment proposition. The project’s focus on providing unparalleled user experiences, coupled with its potential to generate substantial returns, makes 5SCAPE an ideal new cryptocurrency to have in your portfolio for long-term gains.

Click here to invest in 5thScape today >>

2. DarkLume (DLUME)

DarkLume is a meticulously crafted metaverse where users can experience a lavish digital lifestyle. At its core is the DLUME token, the currency that powers this virtual economy. By owning DLUME, users gain access to exclusive experiences, from owning virtual properties to attending high-society events and hosting virtual celebrations with their friends.

The metaverse is divided into virtual countries, each with its own citizenship requirements. To become a citizen, users must possess a specific amount of DLUME. Maintaining citizenship involves paying taxes in DLUME and creating a sense of community and responsibility among users.

Unlike other metaverse platforms that are limited to digital interactions only, DarkLume offers a wide range of activities, from leisure and entertainment to social interactions and exciting experiences. The platform’s focus on luxury ensures that every aspect of the metaverse is designed to exceed expectations. As DarkLume continues to grow, its DLUME token is expected to be in high demand. The metaverse concept is supported by renowned names such as Mark Zuckerberg and Satya Nadella. As it is the future of immersive socialization, the DLUME token is expected to appreciate in value over time.

Explore DarkLume’s website to learn more

3. BlockDAG (BDAG)

BlockDAG is an innovative blockchain platform that uses a Directed Acyclic Graph (DAG) structure together with blockchain technology to offer fast transaction speeds, lower fees, and better scalability.

Unlike traditional blockchains that process transactions sequentially, BlockDAG processes them in parallel, which allows it to handle a much higher transaction volume. This approach makes BlockDAG an ideal platform for applications that require high throughput and low latency, such as DeFi, gaming, and IoT. Its presale has been a great success so far, and BlockDAG’s adaptability may be an optimistic sign for early investors in the BDAG token.

4. eTukTuk (TUK)

eTukTuk is a new leading crypto project that combines sustainable transportation with blockchain technology. Its main goal is to electrify the famous “tuk-tuk” industry, reducing carbon emissions that cause environmental damage while creating a thriving ecosystem. Its TUK token powers the entire platform.

One of the most notable features of eTukTuk is its Play-to-Earn (P2E) gameplay. Players can earn TUK tokens by completing challenges and missions in the game. This gamified approach not only makes the platform engaging but also incentivizes user participation in building the eTukTuk ecosystem. The primary utility of the TUK token is as a mode of payment for tuk-tuk drivers who use EV charging stations for their vehicles installed across Sri Lanka. The project will soon expand to other countries.

Overall, the value proposition of the TUK crypto token is strengthened by its utility within the platform. It can be used to purchase electric tuk-tuks, charge them at the network’s charging stations, and access various platform services. As eTukTuk adoption grows, demand for TUK tokens is expected to increase, potentially resulting in significant appreciation in the token’s value.

5. WienerAI (WAI)

WienerAI is a new blockchain-based platform that uses next-generation artificial intelligence (AI) technology to transform the cryptocurrency trading space. Its flagship product is an AI trading bot (with a sausage-themed mascot) designed to analyze market trends, identify potential opportunities, and execute trades with zero errors. With the power of AI, WienerAI provides users with a market edge in the complex and dynamic world of investing.

The platform’s native WAI token is a digital asset that underpins the entire ecosystem. Token holders can enjoy various benefits, including discounted trading fees, priority access to new features, and even a share of the platform’s profits. As WienerAI gains traction and its AI trading bot proves successful, the continued flow of demand for the WAI token will fuel its price.

Final Thoughts: Best Cryptocurrencies for Long-Term Profits

Each cryptocurrency project explored in this article brings a unique and innovative perspective to the blockchain industry. From the immersive worlds of 5thScape and DarkLume to the efficiency gains of BlockDAG and the sustainability focus of eTukTuk, not to mention WienerAI’s AI-powered trading bot with a new approach to investing, these projects are pushing the boundaries of what’s possible with blockchain technology.

While all of these projects are promising, 5thScape and DarkLume stand out as particularly interesting investment opportunities. The combination of 5thScape’s robust VR ecosystem tokenomics and unique AR/VR offeringstogether with the fantasy world of the DarkLume metaversehas the potential to appeal to a wide range of investors who may be entertainment lovers, not just cryptocurrency enthusiasts. Given their current presale stages, acquiring 5SCAPE and DLUME tokens at these early-bird prices could prove to be a strategic move for those seeking substantial returns.

This is a sponsored article. The opinions expressed are solely those of the sponsor and readers should conduct their own due diligence before taking any action based on the information presented in this article.

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Avalanche Predicts ‘Most Bullish Unlock’ in Broader Market $1 Billion in Token Release

Published

2 months ago

1 August, 2024

TokenTalk Staff

Avalanche anticipates ‘most bullish unlock’ amid broader market $1 billion in token release

Token Unlocks data shows that several crypto projects:AvalancheWormhole, Aptos, SandboxArbitrum, Optimism and others are set to unlock around $1 billion worth of tokens in August.

Approximately $260 million will be allocated in the first three days of the month.

Crypto projects often schedule token unlocks to control the asset supply and prevent market oversaturation. This gradual release helps avoid significant sell-offs by early investors or team members who hold large amounts of crypto assets.

Wormhole and Avalanche to Release Over $400 Million in Tokens

The biggest news this month will be Wormhole and Avalanche.

On August 3rd, Hole in the walla cross-chain messaging protocol, will release 600 million tokens worth $151.67 million, or 33.33% of its circulating supply.

Avalanche will follow on August 20, unlocking 9.54 million AVAX tokens worth approximately $251 million, or 2.42% of its circulating supply.

The Token Unlocks dashboard shows that 4.5 million AVAX, worth $118.53 million, will go to the Avalanche team, 2.25 million AVAX, worth $59.27 million, will go to strategic partners, and the remainder will go to the Foundation and as an airdrop.

Farid Rached, former head of ecosystem growth at Avalanche, underlined that this planned unlock would be the most bullish in its history because “it is the last big step for the team and public/private investors.”

Other important unlocks

Sui, a layer 1 network, will unlock 64 million tokens worth $50 million, or 2.56% of its circulating supply, on August 1.

Similarly, decentralized exchange dYdX will issue 8.33 million tokens worth nearly $11 million, or 3.65% of its circulating supply. These tokens will be distributed to investors, founders, staff, and future employees.

Aptos will unlock 11.31 million APT tokens worth $74.64 million on August 12. These will be allocated to the Aptos community, top contributors, the foundation, and investors, with top contributors receiving the largest share: 3.96 million APT worth $26 million.

On August 14, Sandbox will release 205.6 million SAND tokens worth $66.75 million. This issuance will be split between the team, advisors, and a corporate reserve.

Finally, Ethereum’s layer 2 networks Referee AND Optimism will collectively unlock over $110 million worth of tokens by August 16 and 31, respectively.

Mentioned in this article

Posted in: Avalanche, Tokens

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Big Tech Beats Bitcoin (BTC) as Trump’s Trade Cancellation Weakens Token

Published

2 months ago

1 August, 2024

TokenTalk Staff

Big Tech Beats Bitcoin (BTC) as Trump's Trade Cancellation Weakens Token

Bitcoin has failed to join the cross-asset rally fueled by dovish comments from the Federal Reserve, as the tight US election race casts doubt on Donald Trump’s ability to implement his pro-cryptocurrency agenda.

The digital asset slipped 2.4% on Wednesday, tracking a Fed-fueled surge in an index of the Magnificent Seven large-cap tech stocks by one of the widest margins in 2024. The token fell further on Thursday, changing hands at $63,750 by 6:10 a.m. in London.

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