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Author Topic: The altcoin topic everyone wants to sweep under the rug  (Read 24366 times)
iamnotback
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February 26, 2017, 05:06:21 PM
 #261

Which crypto-tokens are ILLEGAL, unregistered "investment securities" as defined by USA securities regulation law?

I don't think I need to bother about your question once I'm not a US citizen.

Crypto is a new type of asset that is even given the regulators problem to regulate. If you read some of the terms and conditions of some of these ICO, they classified ICO token as a software of the company or a license to use the application in future

The buyer of the token is apparently not legally culpable (or not greatly so). The SEC investment securities regulation seems to be most onerous for the developers and promoters of the ICO. I will explain this is more detail in my next post which is forthcoming.

It affects you as an investor only in that if for example the SEC decided to take action against ANY PROJECT which might cause all ICO projects' valuations to collapse on the markets.

In other words, all those who are currently invested in any project that had a history that could be suspect, might see their coins collapse in value if the SEC took any action against any project for the similar type of violation.

Note the SEC action against Ripple (which is covered in greater detail upthread) was related to Ripple being an exchanger, i.e. both selling and repurchasing its own tokens. So that is why it did not cause a selloff in projects which weren't acting as their own exchanger. But I posit that if the SEC attacked a coin for a violation of the Howey test of the investment securities law, we would see a collapse of the price of many ICO projects and other projects which had a centralized structure that violates the Howey test.

I will explain more in the next post.


Disclaimer: I am not a professional adviser on this topic. Consult your own professional adviser.
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February 26, 2017, 05:13:58 PM
 #262

Which crypto-tokens are ILLEGAL, unregistered "investment securities" as defined by USA securities regulation law?

I don't think I need to bother about your question once I'm not a US citizen.

Crypto is a new type of asset that is even given the regulators problem to regulate. If you read some of the terms and conditions of some of these ICO, they classified ICO token as a software of the company or a license to use the application in future

The buyer of the token is apparently not culpable. The SEC investment securities regulation seems to be most onerous for the developers and promoters of the ICO. I will explain this is more detail in my next post which is forthcoming.

It affects you as an investor only in that if for example the SEC decided to take action against ANY PROJECT which might cause all ICO projects' valuations to collapse on the markets.

In other words, all those who are currently invested in any project that had a history that could be suspect, might see their coins collapse in value if the SEC took any action against any project for the similar type of violation.

Note the SEC action against Ripple (which is covered in greater detail upthread) was related to Ripple being an exchanger, i.e. both selling and repurchasing its own tokens. So that is why it did not cause a selloff in projects which weren't acting as their own exchanger. But I posit that if the SEC attacked a coin for a violation of the Howey test of the investment securities law, we would see a collapse of the price of many ICO projects and other projects which had a centralized structure that violates the Howey test.

I will explain more in the next post.

Last time I checked the political map of the world it had more than 1 jurisdiction. If you think that the USA is able to export democracy on global scale then google for North Korea, China and Russia.
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February 26, 2017, 05:15:24 PM
 #263

Last time I checked the political map of the world it had more than 1 jurisdiction. If you think that the USA is able to export democracy on global scale then google for North Korea, China and Russia.

I am talking about the impact on the market price (given most exchanges are within the G20's jurisdictional reach). Not whether the SEC can put you personally in jail since I heard you live in Belarus.

Please wait for my next post which will reiterate which types of projects I think are not subject to the Howey test. I will reiterate my revelation where I became less worried about regulation.
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February 26, 2017, 05:18:36 PM
 #264

I am talking about the impact on the market price. Not whether the SEC can put you personally in jail since I heard you live in Belarus.

Please wait for my next post which will reiterate which types of projects I think are not subject to the Howey test. I will reiterate my revelation where I became less worried about regulation.

Ok, I'll wait for it. I hope it won't imply again that Americans is the superrace and 90% of the world should care about the laws set by the remaining 10%...
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February 26, 2017, 05:24:18 PM
Last edit: February 26, 2017, 05:38:10 PM by iamnotback
 #265

Ok, I'll wait for it. I hope it won't imply again that Americans is the superrace and 90% of the world should care about the laws set by the remaining 10%...

China is also showing a willingness to regulate what it can and recently they stated this was to protect investors from excesses. Ditto Singapore, Japan, etc..

The G20 is becoming ever more coordinated on harmonizing regulation with each other. This year they start sharing information on financial crimes and illegal taxation shelters activity.

I hope you won't imply again that your backwater country is relevant to what the major axis powers of the world could do to the exchange price of an altcoin project if they ruled it was in violation of common sense investment securities regulation and investor protections.

So the more relevant question is what type funding and organizational arrangements are truly decentralized and which are just obfuscations of a company share structure with escrow agents, board of directors, and expectations from ICO investors reliant on the actions of those centralized parties.

The argument that the token holder is the owner of a software token and copy of the software blockchain which he is free to manage as he pleases (in the words of the Supreme court) must not fail the test of economic reality and common sense.

My post is still forthcoming...
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February 26, 2017, 05:29:41 PM
 #266

I hope you won't imply again that your backwater country is relevant to what the major axis powers of the world could do the exchange price of an altcoin project if they ruled it was in violation of common sense investment securities regulation and investor protections.

My "backwater country" is a part of Russia-Kazakhstan-Belarus union. As long as ICOs are allowed in Russia, I don't care about SEC opinion on the matter. Also, in civilized countries the laws are not retrospective (which means that existing projects will be unaffected).

EDIT: If one day you change your mind and start an ICO, do it via a Russian company. It will be able to serve even customers from the USA.
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February 26, 2017, 05:30:47 PM
 #267

I hope you won't imply again that your backwater country is relevant to what the major axis powers of the world could do the exchange price of an altcoin project if they ruled it was in violation of common sense investment securities regulation and investor protections.

My "backwater country" is a part of Russia-Kazakhstan-Belarus union. As long as ICOs are allowed in Russia, I don't care about SEC opinion on the matter. Also, in civilized countries the laws are not retrospective.

Your token's investors (owners) will care if the G20 crashes the price of your project's token on the exchanges in Western markets.

I don't know how likely that is to happen or not. But normally governments let new paradigms run amok, then crack down later as they catch up to the new paradigms.

But all the past history is not gone. They can go back and attack any history that was illegal.
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February 26, 2017, 05:33:09 PM
 #268

Your token's investors (owners) will care if the G20 crashes the price of your project's token on the exchanges in Western markets.

Since when Western markets are relevant? I can't recall even a single pump or dump starting on a Western exchange.
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February 26, 2017, 05:36:17 PM
 #269

Your token's investors (owners) will care if the G20 crashes the price of your project's token on the exchanges in Western markets.

Since when Western markets are relevant? I can't recall even a single pump or dump starting on a Western exchange.

Poloniex and Kraken are both in the USA.

Where do you think people trade these days?

Another big problem is the private keys for the tokens are held by these exchanges (note I have a solution to this which will be revealed in my white paper).
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February 26, 2017, 06:24:26 PM
 #270

Poloniex and Kraken are both in the USA.

Where do you think people trade these days?

Another big problem is the private keys for the tokens are held by these exchanges (note I have a solution to this which will be revealed in my white paper).

I think people trade in China. If Poloniex and Kraken stop trading some tokens then trading will move to other exchanges.
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February 26, 2017, 06:28:45 PM
 #271

Poloniex and Kraken are both in the USA.

Where do you think people trade these days?

Another big problem is the private keys for the tokens are held by these exchanges (note I have a solution to this which will be revealed in my white paper).

I think people trade in China. If Poloniex and Kraken stop trading some tokens then trading will move to other exchanges.

They can't move the tokens:

Another big problem is the private keys for the tokens are held by these exchanges (note I have a solution to this which will be revealed in my white paper).

And China is I bet very intent on regulating exchanges:

China is also showing a willingness to regulate what it can and recently they stated this was to protect investors from excesses. Ditto Singapore, Japan, etc..

The global elite are all in the same club. And we ain't in that club.
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February 26, 2017, 06:49:31 PM
 #272

Poloniex and Kraken are both in the USA.

Where do you think people trade these days?

Another big problem is the private keys for the tokens are held by these exchanges (note I have a solution to this which will be revealed in my white paper).

I think people trade in China. If Poloniex and Kraken stop trading some tokens then trading will move to other exchanges.

They can't move the tokens:

Another big problem is the private keys for the tokens are held by these exchanges (note I have a solution to this which will be revealed in my white paper).

And China is I bet very intent on regulating exchanges:

China is also showing a willingness to regulate what it can and recently they stated this was to protect investors from excesses. Ditto Singapore, Japan, etc..

The global elite are all in the same club. And we ain't in that club.

If the USA and Chine stop trading then trading will move to another jurisdiction. Economics laws are as strong as Physics ones.
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February 26, 2017, 07:21:45 PM
Last edit: February 26, 2017, 07:39:16 PM by iamnotback
 #273

Poloniex and Kraken are both in the USA.

Where do you think people trade these days?

Another big problem is the private keys for the tokens are held by these exchanges (note I have a solution to this which will be revealed in my white paper).

I think people trade in China. If Poloniex and Kraken stop trading some tokens then trading will move to other exchanges.

They can't move the tokens:

Another big problem is the private keys for the tokens are held by these exchanges (note I have a solution to this which will be revealed in my white paper).

And China is I bet very intent on regulating exchanges:

China is also showing a willingness to regulate what it can and recently they stated this was to protect investors from excesses. Ditto Singapore, Japan, etc..

The global elite are all in the same club. And we ain't in that club.

If the USA and Chine stop trading then trading will move to another jurisdiction. Economics laws are as strong as Physics ones.

No the trading will move to tokens which aren't doing the illegal activity and which are thus compatible with all global jurisdictions. Your illegal shit can move to Russia and be ignored, after all the tokens on the Western exchanges have been confiscated or frozen.

You are trolling this thread now. Make a non-dumb point or please take a break, so I can finish the information I wanted to share.

(P.S. it might be instructive to you that all non-USA and China exchanges are being attacked/hacked, e.g. Bitfinex and MtGox. Think maybe the USG and Chinese covert agencies don't have anything to do with this  Undecided).

I thought Bitcoin was illegal in Russia, or has that changed.
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February 26, 2017, 07:45:34 PM
 #274

No the trading will move to tokens which aren't doing the illegal activity and which are thus compatible with all global jurisdictions. Your illegal shit can move to Russia and be ignored, after all the tokens on the Western exchanges have been confiscated or frozen.

You are trolling this thread now. Make a non-dumb point or please take a break, so I can finish the information I wanted to share.

(P.S. it might be instructive to you that all non-USA and China exchanges are being attacked/hacked, e.g. Bitfinex and MtGox. Think maybe the USG and Chinese covert agencies don't have anything to do with this  Undecided).

We have hit a deadend in this part of convo.


I thought Bitcoin was illegal in Russia, or has that changed.

Bitcoin is the same as Monopoly money in Russia.
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February 26, 2017, 07:54:17 PM
Last edit: February 26, 2017, 10:09:41 PM by iamnotback
 #275

Iconomi apparently understands ICOs are not legal if sold to USA citizens and residents:

Are ICONOMI services available to US citizens?

Due to the uncertain legal system, ICONOMI services are not available to citizens of USA at the moment. As soon as a clear decision is made, these restrictions will be removed.

Perhaps they secretly realize the following is true:

...

It affects you as an investor only in that if for example the SEC decided to take action against ANY PROJECT which might cause all ICO projects' valuations to collapse on the markets.

...

See the discussion above this post between Come-from-Beyond and myself, which provides more details on the above red highlighted hypothesis.

Carrying on from that above quoted point I made upthread...

Repeating the revelation I had upthread:

You anal motherfuckers and those who want to regulate our pink shits ecosystem are really fucking loonie (and that includes you Spoetnik because you said you want regulation, lol).

Come on men, wake up to reality. Our pimple sized market cap gambling casino is just analogous to any other late night infomercial for breast enlargement pills. Okay there is a pooling of funds in our case, but apparently there is no global law against this. And each investor owns his own copy of the software and can fork the blockchain if he wants. We are buying software tokens, not company shares. Nobody owns the blockchain.

The bolded logic is what ICOs are using to justify selling software tokens:

Update: Information given to me by the team clearly express that this is an application token with no rights or ownership of the company etc. All of this should be covered in a full legal disclosure document that if I understand correctly will be distributed together with the whitepaper once the ICO is ready to launch. They are also working together with an established law firm to make sure the token is designed in a way to be compliant with US SEC regulation.

But that legal position seems to meet (i.e. be regulated by) the Howey test in the case where the ICO investors are clearly buying tokens with the expectations that the developers are going to deliver certain actions with certain timelines as reinforced by the concept of escrow agents, published timelines, and perhaps even an oversight foundation:

So the more relevant question is what type funding and organizational arrangements are truly decentralized and which are just obfuscations of a company share structure with escrow agents, board of directors, and expectations from ICO investors reliant on the actions of those centralized parties.

The argument that the token holder is the owner of a software token and copy of the software blockchain which he is free to manage as he pleases (in the words of the Supreme court) must not fail the test of economic reality and common sense.

Note the Howey test was discussed in great detail upthread, so I won't repeat that.

So I am not backtracking from the revelation that I had in the summer of 2016 wherein I sort of disowned this thread, because I still agree that if the users buy tokens without any prospectus and have access to the open source software, then they are each individually in control of their ownership of the token and the blockchain which runs it. They can fork whenever they want. No centralized entity has made any commitments to them.

But ICOs seem to entirely violate this concept and thus seem fall under the purview of the Howey test.

I noted (from one of his videos) that Charles Hoskinson apparently also tried to warn Ethereum about this and about not selling to unqualified USA investors because of this. But he was pushed out of Ethereum because he wanted to do issuance and governance correctly. Since that time, the EU has been getting more organized on federalizing their legal system and unifying on every kind of regulation including presumably securities law.

Ethereum might be a trap and one day it could be like another MtGox where all the ETH on the exchanges is confiscated or frozen. Ditto other ICO projects.

I wonder if the Bitcoin received in the ICO could also be frozen, but this wouldn't affect all Bitcoin investors thus probably wouldn't harm Bitcoin as much as it would devastate Ethereum.

I think it will come one day where ICO projects become locked and frozen on the Western exchanges. And with the global collapse of Europe accelerating after the French and German national elections this year, the EU may need to confiscate more funds. So they may cooperate on opportunities to do so. They will become desperate and look for every excuse to take funds.

ICO looks very risky to me. I am considering not doing one with my project. I welcome fair-minded discussion in response to this post. I would like to know of any strong counter-arguments.

Even if the SEC would not confiscate the tokens on Western exchanges, they could still send developers and promoters within their legal reach to jail and file for their extradition from cooperating Western countries.

Re: ICO obligations

And what happens when the escrow people have different judgement than some or many of the ICO investors?
Discord? "Oh well"? Suckers!

That is why the escrow has to be trusted. You need to have faith that the escrow will take the right decision in case of a dispute.
Obviously, it there is a dispute between the investors and the coin developers, the escrow's judgment will make one of the parties unhappy.

What if the investors disagree with each other and the developers? Who does the escrow agent follow? So the escrow agent becomes entrusted as the "controlling" owner of the project (which may make him culpable to the SEC regarding investment securities law).

Note I also think projects that are receiving funding under the guise of decentralized governance which is an obfuscation of actual insider whales centralized control (even if obscured by a sneaky scheme) may also fail the Howey test and/or FinCEN regulations. Examples of these might be Dash and Steem. Dash has the masternode obfuscation. And Steem has the witnesses and curation rewards which skew income to whales.

In short, if there is centralized control of the flow of money from investors to the activities that token investors base their investment expectations on, then the Howey test seems to be met.


Disclaimer: I am not a professional adviser on this topic. Consult your own professional adviser.
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February 27, 2017, 02:04:56 AM
 #276

I am glad to you considering what might happen shorter term.
I am pretty sure there will be legal surprises for us all as we continue on.
This needs to be highlighted to "investors"

FUD first & ask questions later™
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February 27, 2017, 08:51:17 AM
 #277

Hi all,

It is good to see some conversation going on.

Some of my tweets maybe wrong, as I do not have all the answers, but I keep watching and learning.

Not all can be judged by the same, but there is definitely some patterns that do repeat.


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February 27, 2017, 09:51:01 PM
 #278

Someone made an important point to me in a private message, which is that even if the regulated exchanges don't have to confiscate or freeze the tokens subjected to a regulation action, then even just delisting would be enough to cause liquidity and prices to crash.

So all investors globally are affected, not just USA investors.

There are no unregulated exchanges of any significant volume. And appears there won't ever be.

ICOs quack like investment securities. The USA Supreme Court ruled under the Howey test (numerous times) that obfuscations of the economic reality of the situation are not a valid excuse.

But that legal position seems to meet (i.e. be regulated by) the Howey test in the case where the ICO investors are clearly buying tokens with the expectations that the developers are going to deliver certain actions with certain timelines as reinforced by the concept of escrow agents, published timelines, and perhaps even an oversight foundation

...

In short, if there is centralized control of the flow of money from investors to the activities that token investors base their investment expectations on, then the Howey test seems to be met.
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February 28, 2017, 12:53:25 PM
 #279

Re: Vitalik and Tual going to end up in jail?

Still think they're going to jail?

I think they are very likely culpable under securities law.

However, given Vitalik's rich father's political connections, I would doubt he will go to jail. We live a corrupt world.

Ostensibly, TPTB will allow these scams and ICOs to continue for as long as they can make more money allowing it than by attacking it.

I can't predict the chaotic future (as in the pendulum in chaos theory), but I can imagine scenarios wherein the party in ICOs come to its natural end. I offered already the idea that the ICOs might become too numerous and fracturing the economies-of-scale for stealing, thus sending the gains to too many individuals and away from the TPTB. At that point, TPTB might kill its own scam (Ethereum) while shorting it to the ground as they announce regulatory actions.

Who knows. My popcorn is ready.
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February 28, 2017, 09:20:05 PM
Last edit: February 28, 2017, 11:21:29 PM by iamnotback
 #280

Coinbase's Securities Law Framework applied to every ICO


Resisting the ICO gold rush
Or: Why you should take the noodles

I’m here today to make the hard sell. I’m telling you to take the noodles. The ICO, or “initial coin offering”, is way more glamorous. It tastes way better. But there’s a catch. Until investment laws change, the ICO route is just too risky.



Founders beware

Until the legal framework is in place, giving in to the seduction of ICOs puts you and your company at risk of a regulatory crackdown. Founders and non-ICO investors could lose everything to a big penalty.
And that risk doesn’t stop at the company level. Founders and directors could be personally responsible to investors, or even face criminal charges.

So far regulators have taken a light touch, but since The DAO debacle we know the SEC is paying attention to the crypto-equity world, and it’s safe to assume that someone, somewhere is going to get hit with the regulatory hammer. Don’t let it be you.


However, there’s already indications that at least the US Securities and Exchange Commission (SEC), which is responsible for overseeing the nation's securities laws, is paying attention.

Consensus amidst crisis

Last month, the deputy director of the SEC’s trading and markets division, Gary Goldsholle, pointed to the hack as illustrative of his concerns over consumer protection in similar instances in the future, according to a Wall Street Journal report.

To minimize the negative impact the hack might have on those consumers, Jentzsch said a series of measures have been organized within the community.


Watch Out, the ICOs Are Coming

Companies behind these ICOs are promising the moon and the stars, putting out polished websites, white papers, advisory boards, Slack channels, GitHubs, peppering with some legalese language, and topping it with the full dressing support enchilada they can think of; in order to appear as legitimate, as hard-working, as smart and as credible as possible.

Startup diligence is pretty light

Diligence is tilted towards appearances, parabolic claims, white papers, a minimum of legal and lots of online dressing-up. There is relatively little involvement from traditional venture capitalists who typically dispense startup investment. VCs aren’t always right, and granted their model is being disrupted by the ICOs, but they generally have a sense about startups anatomies.

Previously, you were funded because your ideas, teams and initial product progress were worthy of it, at least someone thought so. Now, companies publish a paper making the case for their idea, open some docs for reviews, and ask for money in return for a promise to deliver something maybe in one or two years, that may or may not be accepted by the market.

Along the way, they drag a crowd of investors who buy into it, without necessarily being well informed, nor having used the product. During that process, there isn’t much talk about execution abilities, operational experience, or the rest of the team that will end-up being hired. Much of the analysis is on the surface, often tough to prove or disprove, in part due to a rushing and artificial urgency.

The 3 typical characteristics, team, product and market seem to have taken a secondary position to the 3 new magical words: tokens, blockchain and decentralization.

Token utility linkage is not always there

The assumption that everything with a potential network effect is going to work with a decentralization starting point is not entirely true. The blockchain is not for everything.

The solution or product being developed needs to have a solid business model linkage that has a particular value when decentralization and/or tokenization of actions take place. The promise of a new model needs to be very compelling.

In the name of decentralization, the promises are big. You can’t just slap a token to anything, and expect magic to happen.

The token is not the business model. The value proposition or utility that is enabled by the token is the business model, and that linkage needs to be there early on. If the direction is not right, the chosen path will not lead to a good place.

The marketing hype is frightening

Some ICOs are being marketed like a rocket ship, but in reality, no startup is a rocket ship. A lot of the communication is biased towards the most optimistic assumptions, but nothing goes up in a straight line.

With an ICO, 3 asynchronous periods seem to have blurred and collapsed into one: early stage, go-to market, product-to-market fit. Just because it makes sense in theory doesn’t mean that it will make sense when the market realities enter the picture.

True that some level of speculatory fever can help to fund projects and give them a longer runway life, but if the expectations get far ahead of reality, the gaps may be harder to bridge, resulting in a downward spiral snap.

For good or bad reasons, raising lots of money can hide a lot of mistakes along the way, and there is some of that going on.

Financial engineering has its traps

A rule of thumb for many ICOs has been to allocate 85% of the tokens to the market, and keep 15% for developers and company, but this is a risky ratio. It is equivalent to raising all your funding at once. In the best cases, companies assume that the token will go up in price, which would enable the company (or protocol operator) to never need to raise money again. But not every company is like Bitcoin or Ethereum, just as not every startup is like Facebook or Twitter.

Of course, a smart company would not release more funding to itself until milestones are reached, but few will exercise that type of discipline. Fewer ICOs make a provision for subsequent funding events beyond the ICO.

All and all, funding a startup is not a one shot deal. Too much financial engineering is just that. I would urge anyone planning an ICO to re-read the excellent Security Laws Framework for Blockchain Tokens paper, especially the Appendix.

The legal grounds are still shaky

Despite appearances of success in circumventing legal or regulatory hurdles, some practices just don’t make sense.

Why are tokens allowed to trade before the protocol or product is even out in the marketplace? Heightening expectations with the hope that token prices rise months and years ahead of going to market can go so far before the regulators start raising their eyebrows on that practice. Not all companies can survive the price fluctuations, volatility and speculative waves that will be expected when there is nothing but speculation and trading that drives your token price. Look at the volatility of BTC, ETH and STEEM, and these are examples with actual products that work and have thousands of users.

Crashing the party or priming a launch

Yes, I want the ICO party to continue, but I’m seeing participants that are just there for the ride. I’m seeing companies and ideas getting ICO-funded on a wing and prayer chance of being successful. Some others who have even previously failed to raise in private circles, are now opting for the ICO route. As I said earlier, here comes everybody. When the party gets overcrowded and unwanted visitors want it louder and bigger, events can turn to the unpredictable.

In technology, nothing great is often achieved without irrational exuberance, but when the pendulum swings too far, there will some damage. In the long term, we hope that benefits far outweigh the pitfalls that are encountered along the way, and maybe that is the only way that good things happen.

ICOs are supposed to be like an IPO with a cryptocurrency, but in reality, these are early-stage funding bets. Most of these companies won’t stand the scrutiny of public markets (which they entered, whether they like it or not), while they wished they had the private lives of early stage startups.

An ICO is the beginning and the means to an end, not the end itself. The ICO is not the great enabler of business models and incredible innovation. The blockchain is. An ICO is an alternative funding, operational and ownership model. You still need to bolt a sound business to it. You don’t get a pass there, and you need to get a few things right.
Take everything with a grain of salt, two pinches of hype, and three sprinklings of wishful thinking.


The psychology behind ICO funding
ICONOMI ICO fundamentals — 3 of 4

Rationality and the economics of interest

To address the “irrational” part, we need to talk about crowd mentality and group psychology (suggested reading: a very good paper on the investor psychology).

If a team has built up a lot of hype about a project, it will create a sense of FOMO — fear of missing out. From this point, the project can continue on one of two trajectories. A quality project combined with a lot of initial interest and a high, yet reasonable cap on the fundraise will quickly drive the crowd to fill the ICO. In a nutshell — everybody loves a winner!
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