What It’s Really Like to Talk to the SEC About Your ICO
It didn’t take long for Scott Nelson to realize he was only non-lawyer in the conference room.
There amidst attorneys from various government agencies, including the SEC, the CEO of blockchain startup Sweetbridge and long-time logistics tech specialist was prepared to discuss his company’s forthcoming initial coin offering (ICO). The lawyers on his team had tried to persuade him not to go.
It was an audacious move seeing that the SEC has recently begun dozens of investigations into various stakeholders involved in the sale and marketing of ICOs as part of an effort to better understand when such products meet definitions laid out in U.S. securities law.
Nonetheless, Nelson waved off his lawyers advice, instead asking the SEC to meet him face-to-face.
And according to Nelson, that was the right move.
“I have always felt that the best thing to do was to talk to people,” Nelson told CoinDesk in an exclusive interview. “I didn’t think a lawyer would be able to well represent what we’d like to do.”
And what Sweetbridge would like to do is launch two crypto tokens – one representing loans and another that provides access to discounts on a protocol so that token holders can get better terms on their loans in an effort to unlock capital held in assets in a supply chain.
But Sweetbridge has been worried that regulators in the U.S. might impose rules that would classify the tokens as securities (a characterization Sweetbridge objects to), thus pushing the startup out of the market.
For many ICO-financed firms, the SEC’s recent actions have largely made them surrender on the idea that new crypto tokens created and sold to investors could be considered “utility tokens,” a term denoting a digital commodity meant to represent digitally unique data on a blockchain protocol.
That said, Nelson went to the SEC in the hopes of changing that narrative and displaying why utility tokens are needed to make certain blockchain business models work.
And while the regulators didn’t render a verdict on the company’s plan, Nelson came away with a positive view of what the SEC and other regulators are trying to do as they get their heads around a market that has exploded over the past year.
In particular, Nelson got the impression from comments made during the meeting that the SEC was frustrated about the lack of ICO executives that were willing to sit down and discuss their business.
“I think this is a case where the American use of lawyers — and overdependence on them, I think — is probably hurting the industry.”
An open SEC
The reason this could be hurting the industry, according to Nelson, is that the SEC wants to hear not just the legal justification of crypto tokens, but about specific business models.
“I was super pleased that the meeting started with a request not to talk about tokens and the law but to just explain the business case,” Nelson said.
He went on to laud the SEC for its ability to ask smart questions – the sorts of things he thought exhibited thoughtful interest in what his company was trying to do.
While Sweetbridge wants to start enabling liquidity for crypto assets, its aspirations are bigger, in that one day they hope to allow a trucking company that wants to install a gas-saving platooning system in its vehicles to be able to borrow against the value of the fleet itself to pay for those upgrades. But that doesn’t mean Sweetbridge will be providing the loans themselves. Instead, Sweetbridge’s partners are more likely to be the actual lenders.
Overall, Nelson’s firm wants to create an ecosystem of companies who transact on its protocol – lenders, borrowers, servicers and more.
It’s a new way of thinking about supply chain financing, but according to Nelson, those at the SEC had already considered the possibility. For example, when the issue of reporting came up, Nelson said there were comments in the room that acknowledged the protocol itself might be able to do the reporting, which wasn’t something he expected to hear.
Nelson told CoinDesk:
“I found their questions unusually lucid and intelligent”
As such, Nelson believes the SEC is not only more knowledgeable about the space than some in the crypto community think, but are also far more open to crypto tokens than what many initially presumed.
The SEC declined to comment on this story.
Send the CEOs
Still, Sweetbridge was unable to get a formal decision on how the SEC would view its upcoming token sale.
But, that’s not to say nothing could come out of the talks. Specifically, Nelson now hopes to obtain a “no action letter,” a commitment from the SEC that it won’t come after a company because it doesn’t see anything objectionable in its business plan.
“They have to go back and circulate ideas internally,” Nelson said. “I would expect they’ll come back with more questions.”
Sweetbridge, though, believes its essential to offer its token without registering it as security, so as to not exclude a lot of small businesses from using its token to better access capital. Yet, if the SEC does categorize Sweetbridge’s token as a security, the company plans merely to cut off potential users based in the U.S.
And Nelson made that last part clear during the meeting. Although Nelson believes that’s not what the SEC wants.
“They keep saying its facts and circumstances. They have to be looking for a set of facts and circumstances where they can say: ‘This is all right, [because] if they just shut it down, I think they realize the U.S. is going to be disadvantaged,'” he said.
Meanwhile, Nelson believes it would help if more ICO issuers went to talk to regulators about their business models.
“I know there’s this group of lawyers who have been trying to meet with and lobby the SEC. How come it’s not the CEOs of projects? What do the lawyers know? We are the actual developers of the technology, the practitioners,” he said, adding:
“Why do we have to go through these intermediaries when we’re all about not having intermediaries?”
Boardroom image via Shutterstock
Written by CoinDesk.com
Bitfinex Rejects All Present and Future Venezuelan Cryptocurrencies
Bitfinex’s Restrictions on the Petro
Cryptocurrency exchange Bitfinex announced on Tuesday its stance regarding Venezuela’s new digital currency, the petro (PTR). “We see the PTR as having limited utility,” the exchange wrote, adding that “it could be construed as an attempt to circumvent legitimate sanctions” against the Venezuelan government.
Starting on March 19, the US government has “prohibited U.S. persons from all transactions related to, provision of financing for, and other dealings in, any digital currency, digital coin, or digital token issued by, for, or on behalf of” the Venezuelan government, Bitfinex detailed. This includes the central bank of Venezuela, the state-owned oil company (Pdvsa), and any entity owned or controlled by or acting on behalf of Venezuela’s government.
Bitfinex says its restrictions include not only the petro, “but may include other tokens as and when introduced in the future,” adding:
We have never had plans to include the PTR or similar tokens in the Bitfinex trading platform. In light of the U.S. sanctions and the other clear sanctions risks of dealing in these products, Bitfinex will not list or transact the PTR or other similar digital tokens.
Effective immediately, this policy applies to all Bitfinex customers and to all activities on the exchange such as deposits, financing, trading, and withdrawals. In addition, all contractors and employees of the exchange are also prohibited from transacting in the petro or other related digital tokens.
Petro ICO Update
The Venezuelan government claimed that the pre-sale of the petro, which supposedly began on February 20, has raised 5 billion dollars from 133 countries, local media reported. However, there has been no proof of whether any transactions have taken place at the time of writing. According to the whitepaper, the petro initial coin offering (ICO) started on March 20. The new currency can be purchased with euros, rubles, yuan, and Turkish liras as well as three cryptocurrencies – bitcoin, ether, and xem, as news.Bitcoin.com previously reported.
Last week, President Nicolas Maduro ordered the use of the petro in state operations including those of the Pdvsa. Among the services to accept the petro are tourist services. However, Ariadna Zamora, head of a travel agency, told AFP that “Nobody has explained anything at all. How do you trust in something you do not know?”
On Wednesday, the news outlet reported that the Venezuelan government has set the minimum investment at 1,000 euros (~USD$1,234) for the petro. Anyone trying to register to buy the petro would see the message “Keep in mind that the minimum investment is 1,000 euros for bank transfers,” the news outlet wrote. In addition, “the funds must be transferred to state accounts in euros and rubles.” Citing that 13 million people earn the minimum wage in Venezuela which is equivalent to 4.5 euros (~$5.55) on the black market, the publication noted that the minimum investment amount “is unattainable for the majority” of Venezuelans, adding:
With 1,000 euros you can buy about 20 petros, because each one is worth 49.4 euros (61.2 dollars), according to the price reported on Tuesday by the Ministry of Petroleum.
Written by CoinDesk.com
Ripple Joins Hyperledger Blockchain Consortium
Distributed ledger startup Ripple has joined the Linux Foundation-backed Hyperledger blockchain consortium.
Hyperledger announced Wednesday that Ripple is among fourteen companies to join the group, which first launched at the end of 2015 and to date has added more than 200 firms and organizations to its ranks. Also joining the group is CULedger, a separate consortium backed by a group of credit unions that last year formed an industry-focused services company.
“Through our partnership with Hyperledger, developers will be able to access Interledger Protocol (ILP) in Java for enterprise use,” Ripple CTO Stefan Thomas said in a statement.
The two companies subsequently submitted the revamped Java-based protocol to Hyperledger, under the new moniker Hyperledger Quilt.
“The Hyperledger Quilt project connects Hyperledger blockchains with other ILP-capable payment systems such as XRP Ledger, Ethereum, Bitcoin (Lightning), Litecoin, Mojaloop and RippleNet, helping us to deliver on our vision for an internet of value – where money moves as information does today,” Thomas explained.
2018 is set to be a busy year for the Hyperledger consortium. It plans to advance three open-source blockchain platforms to version 1.0 or production status, and also intends to launch an enterprise blockchain tool aimed at speeding up the development of blockchain applications.
Ripple image via Shutterstock
Two Japanese Cryptocurrency Exchanges to Shut down Amid Coincheck Hack Fallout: Report
The increased scrutiny by Japan’s financial regulator following Coincheck’s infamous $530 million NEM theft will reportedly see two cryptocurrency exchange operators shutter and exit the industry.
According to a Nikkei report on Thursday, two cryptocurrency exchange operators -Tokyo GateWay and Mr. Exchange are withdrawing their applications to operate as recognized exchange operator under Japan’s Financial Services Agency (FSA), the country’s financial regulator. Earlier this month, the FSA had ordered both exchanges to improve their data security and overall cybersecurity posture which were found to be inadequate by the regulator.
According to the report, both operators will shutter their businesses after returning their customers’ fiat and cryptocurrency holdings.
The development comes amid an ongoing crackdown on unregistered exchanges that are found wanting with their security measures following the theft of 500 million NEM tokens from Tokyo-based Coincheck in late January, valued at approximately $530 million at the time. The incident is now seen as the biggest cryptocurrency exchange theft in history.
On March 8, the FSA issued month-long business suspension orders to exchange operators FSHO and Bit Station after pointing the finger at lax cybersecurity practices and inadequate money laundering measures.
Today’s report suggests that three other unregistered exchange operators – Raimu, bitExpress and the currently suspended Bit Station – have also withdrawn their applications to register with the FSA. The Nikkei adds that more application withdrawals are expected to follow with the FSA giving ‘several exchanges a chance [to] voluntarily close before ordering them to do so.’
New Japanese legislation that came into effect in April 2017 – notably recognizing bitcoin as a legal method of payment – ruled that cryptocurrency exchange operators must register with the FSA while adhering to guidelines and standards to earn a license for domestic exchange operations. Exceptions, on a provisional basis, were made for operational exchanges predating the new legislation. Coincheck is a notable example of an unregistered exchange that continues to operate, despite the comprehensive hack.
As things stand, the FSA has granted licenses to a total of sixteen cryptocurrency exchange operators that are now registered, with an additional sixteen exchanges allowed to operate while their applications were being screened.
Featured image from Shutterstock.