Danimer Scientific Responds to SEC Staff Statement Regarding Accounting Treatment of Warrants. May 07, 2021 04:58 PM Eastern Daylight Time.

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Ether is the cryptocurrency of the Ethereum network.
Photothek/Getty Images
Asset manager VanEck has filed to list an Ethereum exchange-traded fund.
The firm is seeking SEC’s permission to list shares of its VanEck Ethereum Trust.
The SEC delayed a decision on whether to greenlight VanEck’s bitcoin ETF until July.
See more stories on Insider’s business page.

Asset manager VanEck is seeking US regulatory approval to launch an Ethereum exchange-traded fund, with the move taking place as the company waits for word on whether it will be able to introduce trading of the first bitcoin ETF in the US.
The VanEck Ethereum Trust would list shares on the Cboe BZX Exchange, according to an S-1 filing with the Securities and Exchange Commission on Friday.
The firm said the trust, in aiming to reach its investment objective, will hold ether, the currency native to the Ethereum blockchain network, and value its shares daily based on the reported MVIS CryptoCompare Ethereum Benchmark Rate. Ether is the world’s second-largest cryptocurrency by market capitalization, behind bitcoin.
VanEck and the Cboe are waiting for the SEC to render a decision on whether it can list a bitcoin ETF, which the asset manager applied for in March. The regulator last week delayed a decision until at least July 17, leaving investors waiting on the US to greenlight the country’s first bitcoin ETF.

Wall Street institutions are increasingly embracing or signaling openness to including cryptocurrency into their operations. This week, S&P Dow Jones index announced the launch of three indices tracking the performance of the bitcoin and ethereum – the S&P Bitcoin Index, S&P Ethereum Index, and the S&P Cryptocurrency MegaCap Index.

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ATLANTA, May 7, 2021 /PRNewswire/ — Invesco Advisers, Inc., a subsidiary of Invesco Ltd. (NYSE: IVZ), announced today plans for a reorganization and tender offer for Invesco Dynamic Credit Opportunities Fund (NYSE: VTA) (the “Fund”).

PROPOSED REORGANIZATION

The Fund’s Board of Trustees has approved a proposal to reorganize the Fund into a newly created closed-end interval fund (the “Interval Fund”).  The reorganization is subject to approval by Fund shareholders, who will be asked to vote on the proposal at the Fund’s Annual Meeting of Shareholders expected to take place in September 2021 (the “Meeting”).  A proxy statement/prospectus containing information about the proposed reorganization and the Meeting is expected to be mailed to the Fund’s common shareholders of record as of the record date. It is anticipated that the Fund’s Variable Rate Demand Preferred Shares will be redeemed prior to the record date.
The Interval Fund will offer four classes of shares (Class A, Class AX, Class R and Class Y) and will provide liquidity to shareholders in the form of quarterly repurchase offers.  If the reorganization is approved, Fund shareholders will receive Class AX shares of the Interval Fund priced daily at the Interval Fund’s net asset value (“NAV”).  The Interval Fund will be managed with the same investment objective and similar investment strategy as the Fund, all as described in the proxy statement/prospectus, which will be filed publicly and is expected to be mailed to shareholders in or around July 2021.  Shareholders should read the proxy/statement prospectus when available as it will contain important information about the reorganization and the Interval Fund.
It is anticipated that the closing of the reorganization will occur on or around October 2021 subject to shareholder approval and the satisfaction of applicable regulatory requirements and customary closing conditions.
TENDER OFFER
The Fund’s Board of Trustees has also approved the commencement (subject to certain conditions) prior to October 1, 2021, of a cash tender offer for up to 20% of the Fund’s outstanding common shares of beneficial interest at a price per share equal to 98.5% of the Fund’s NAV per share.  The tender offer will be completed prior to the closing of the reorganization described above. The Fund will repurchase shares tendered and accepted in the tender offer in exchange for cash.  In the event the tender offer is oversubscribed, shares will be repurchased on a pro rata basis. 
The commencement of the tender offer is pursuant to an agreement between the Fund and Saba Capital Management, L.P. (“Saba”) and certain associated parties. Pursuant to the agreement, Saba has agreed to be bound by certain standstill covenants. 
The Fund has been advised that Saba will file copies of the agreements with the U.S. Securities and Exchange Commission (“SEC”) as exhibits to its Schedule 13D.
TENDER OFFER STATEMENT
The above statements are not intended to constitute an offer to participate in the tender offer. Information about the tender offer, including its commencement, will be announced via future press releases. Shareholders will be notified in accordance with the requirements of the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended, either by publication or mailing or both. The tender offer will be made only by an offer to purchase, a related letter of transmittal, and other documents to be filed with the SEC. Shareholders of the Fund should read the offer to purchase and tender offer statement and related exhibits when those documents are filed and become available, as they will contain important information about the tender offer. These and other filed documents will be available to investors for free both at the website of the SEC and from the Fund.
For more information, call 1-800-341-2929.
This communication is not intended to, and shall not, constitute an offer to purchase or sell shares of any of the Invesco Funds, including the Fund or the Interval Fund. 

Where to find additional information 
In connection with the proposed reorganization, a definitive proxy statement/prospectus will be filed with the SEC. All shareholders are advised to read the definitive proxy statement/ prospectus in its entirety when it becomes available, because it will contain important information regarding the Fund, the Interval Fund, the reorganization, the Board’s considerations in recommending the reorganization, the persons soliciting proxies in connection with the reorganization and the interest of these persons in the reorganization and related matters. The definitive proxy statement/prospectus is expected to be mailed to Fund shareholders in or around July 2021. Shareholders may obtain a free copy of the definitive proxy statement/prospectus (when available) and other documents filed by the Fund or the Interval Fund with the SEC, including the Fund’s most recent annual report to shareholders, on the SEC’s website at http://www.sec.gov, and copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: [email protected]. Copies of all of these documents, once available, may be obtained upon request without charge by visiting the Invesco website at invesco.com/us. or by writing to the Fund, at 1555 Peachtree Street, N.E., Atlanta, GA 30309, or calling 1-800-341-2929. 
About Invesco Ltd.
Invesco Ltd. is a global independent investment management firm dedicated to delivering an investment experience that helps people get more out of life.  Our distinctive investment teams deliver a comprehensive range of active, passive and alternative investment capabilities.  With offices in more than 20 countries, Invesco managed $1.4 trillion in assets on behalf of clients worldwide as of March 31, 2021.  For more information, visit www.invesco.com.
Invesco Distributors, Inc. is the US distributor for Invesco Ltd. It is an indirect, wholly owned, subsidiary of Invesco Ltd.
Note: There is no assurance that a closed-end fund will achieve its investment objective. Shares are bought on the secondary market and may trade at a discount or premium to NAV. Regular brokerage commissions apply.
NOT A DEPOSIT l  NOT FDIC INSURED l  NOT GUARANTEED BY THE BANK l  MAY LOSE VALUE  l  NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY
—Invesco—
CONTACT: Jeaneen Terrio 212-278-9205 [email protected]

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A long-awaited repository for data on security-based swaps has been approved, the Securities and Exchange Commission said Friday.
SEC approval allows DTCC Data Repository LLC to accept transaction reports on security-based swap transactions in the equity, credit and interest rate derivatives asset classes.
The approval came under Regulation SBSR, a mandate from the Dodd-Frank Wall Street Reform and Consumer Protection Act. The regulation covers reporting of security-based swap information to registered repositories and public dissemination of transaction, volume, and pricing information.
SEC Chairman Gary Gensler said in a news release that implementing the regulation “fulfills an important mandate” of the act.
“A centralized database of security-based swap transactions is an essential reform to better understanding these markets, for surveillance and for enforcement,” Mr. Gensler added. “The data repository also will facilitate public reporting of security-based swap transactions, bringing much-needed transparency to these markets.”
The first compliance date for the new regulation is Nov. 8 this year.

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It has been a long time coming. Over two years, in fact. But the hyperscalers and cloud builders, and probably some of the backbones of telcos and other service providers, are finally getting prepared to make the jump to 400 Gb/sec Ethernet.
Arista Networks, the upstart that made a lot of noise in datacenter switching and put the hurt on Cisco Systems in a way that Juniper Networks really can’t anymore, has positioned itself with a move into routing and into campus networks as it bided its time on 400 Gb/sec switching, and is coming into its own in datacenter interconnects, or DCI, just as the 400 Gb/sec cycle is starting to move in earnest. We will see how much market share the company can eat and how much new ground it can break.
The indications are good, based on Arista Network’s financial results for the first quarter of 2021, its projections for the second quarter, and its visibility into the rest of 2021 and into early next year, the latter of which is both a blessing and a curse. The hyperscalers and large public cloud builders – what Arista Networks calls the “cloud titans” – normally do not give the company more than a one or two quarter window into their network plans.

But due to supply chain issues that are affecting every company that is a consumer of semiconductors and a manufacturer of devices, which is caused by parts shortages and labor shortages, the cloud titans and indeed other large organizations are giving companies like Arista Networks a longer view into their plans because it takes a longer time to fulfill those plans. Here is why: In some cases, there is a 52-week lead time to get components, and that’s because the coronavirus pandemic caused shortages of semiconductor substrates and silicon wafers as well as a reduction in chip assembly and packaging. Right now, in a lot of parts of the IT market, making the deals and signing the contracts is the easy part. Fulfilling them because of the shortages mentioned above is the hard part.
So it is important for companies to not let their ambitions get too far ahead of their capabilities. In a conference call with Wall Street analysts going over the numbers, Jayshree Ullal, president and chief executive officer, and Anshul Sadana, chief operating officer, said that Arista Networks was walking that fine line – particularly with regards to the 400 Gb/sec Ethernet rollout, which has been slowed in large part by the lack of affordable optics to plug into the switches and routers.

And as far as Ullal knows, customers are not pre-ordering lots of gear across multiple vendors to see what comes in, ready to cancel once they get something in with enough capacity to meet their needs. They are planning for delivery against what Arista Networks itself is planning, very carefully, to actually deliver when they say they can.
It didn’t help Arista Networks in that a number of vendors decided to skip the 200 Gb/sec upgrade cycle and waited to go straight to 400 Gb/sec. That certainly happened at Facebook, which was a material customers for Arista Networks during the 100 Gb/sec rollout and will probably be again in the 400 Gb/sec generation unless the social network decides to build all of its own switches and routers as well as complete network operating systems. If Facebook really did believe wholeheartedly in Open Compute, it would do just that. And the fact that it doesn’t just shows you how hard this networking issue really is.
The move to 400 Gb/sec Ethernet, which is being propelled by switch/router ASICs from Broadcom, Cisco, and Innovium, has a few drivers.

First, a switch with a single ASIC that can drive 400 Gb/sec ports is a lot less expensive than a collection of cross-coupled ASICs based on 100 Gb/sec or 200 Gb/sec pipes that are ganged up to give lots of ports. In many cases, six or more ASICs can be replaced with a single one, and it might cost half as much for that one piece of silicon as it did for the six pieces of prior silicon. So this savings is obvious and huge, and goes a long way to making datacenter-scale networks more affordable. Second, a 400 Gb/sec device – meaning one that drives 25.6 Gb/sec of aggregate bandwidth to handle 32 ports – can be converted to a much higher radix device, which flattens the network and also means fewer switches are needed to link the same number of devices. For many use cases, 100 Gb/sec coming out of the server is going to be enough for a long, long time. A 32-port 400 Gb/sec switch can be busted down to 128 100 Gb/sec ports, which is a rack of very dense two-socket servers in four-node enclosures (a common hyperscale and cloud form factor) plus some room left over for power distribution and switch bays. This port splitting drives the cost of a port way down – something the hyperscalers very much want. And if the same devices can be used with full-on 400 Gb/sec ports for DCI, well, that’s a win-win-win.
That is why the 400 Gb/sec ZR switch and optic standard, which is based on a PHY that can drive 80 kilometer ranges or higher – much further than the 10 kilometer range of the LR standard for 10 Gb/sec, 40 Gb/sec, and 100 Gb/sec interconnects and the optical transceivers that drive single-mode fiber using them. Arista Networks has done interoperability testing with 400 Gb/sec ZR optics on a testbed Microsoft set up, which places two datacenters 120 kilometers apart. This approach to CDI is direct and, as the chart above shows, eliminates a pair of transponders, mux/demux units, and line systems that are currently needed to do DCI. This basically makes a set of regional datacenters all look local.
Ironically, the 400 Gb/sec Ethernet delay has actually worked out for Arista Networks in that the company has spent the following couple of years acquiring Big Switch Networks and Awake for their respective network monitoring and security, using them to create a CloudVision stack that automates much of the operation and monitoring of networks from campus up through the datacenter with just enough machine learning to make it all work more easily.

In the quarter ended in March, product revenues rose by 31.2 percent to $539.1 million, the second highest quarter in the company’s history, which is pretty good for a first quarter and that is on par with the $555.1 million that the company booked in Q3 2019.
The services business, which literally means A-Car service switch and router support contracts plus other professional and consulting services revenues, came in at $128.4 million, up 14.5 percent year on year but off 1.4 percent sequentially. The recurring revenue stream of software and services together, which adds on licenses for EOS network operating systems plus sales of Big Switch and Awake software, came to $161.1 million in the quarter, which represented 24.1 percent of total revenues. We don’t have comparative figures for Q1 2020 because Arista Networks did not talk about this uniquely back then.
You can see the lack of enthusiasm of Facebook in the numbers, leaving Microsoft as the main driver of sales among the Super 7 – Alibaba, Amazon, Baidu, Facebook, Google, Microsoft, and Tencent. Arista only talks about these customers on an annual basis and only when they contribute at least 10 percent of its overall revenues – which is a practice set in place by the US Securities and Exchange Commission, not the particular generosity of any chief financial officer. Microsoft represented $498 million of revenues in 2020, down 10.1 percent, and Facebook represented $165 million of revenues, down 50.9 percent. There is the quadruple whammy of the 200 Gb/sec blahs, the 400 Gb/sec optics sticker shock, the hesitancy of buyers during the early phase of the coronavirus pandemic, and the consequent disruption to the supply chains of the world due to the pandemic. But it looks like the situation started to improve in the second half of 2020 and will continue to improve right up to some relatively tough compares for Arista Networks in the second half of 2021. The original plan was for 15 percent revenue growth in 2021, and now Ullal and Sadana say that Arista Networks can beat that. But they are not ready to say by how much.
Arista does not provide specific sector and product trends, but does offer some general observations about how sales workout each quarter at this point in its history:

A lot depends on the 400 Gb/sec rollout and the behavior of those cloud titans – and the service providers and lower tier clouds, and enterprises that will follow suit.
“The much talked about 400 Gb/sec upgrade cycle – or as we have been saying, the next-gen 100 Gb/sec, 200 Gb/sec, and 400 Gb/sec upgrade cycle – is expected to start second half of this year,” Sadana explained on the call. “The availability of ZR optics, MACsec encryption, and software features to monitor these optical links is also well-aligned in this timeframe. While our customers have always wanted multi-vendor environments, we remain their preferred partner and continue to get our fair share.”
How much share remains to be seen, particularly with Cisco putting out pretty decent switch and router chips with its Silicon One merchant ASIC lineup and an expectation to commercialize this chip internally in a wide and deep portfolio of products aimed at the same cloud titans.
“For quite some time, there’s been this talk about the 400 Gb/sec upgrade cycle and we have been saying for almost two years that it will take some time,” Sadana continued. “And while we always knew it would be coming, now we can see customers doing the pilot runs and so on and getting ready for second half. So that’s really what gives us the confidence. It’s not much more than that. There are plenty of issues on the supply chain side and so on that all customers have to work through as well. So, it’s really more in the planning stages right now. But we certainly are feeling better than before.”
Arista Networks better hurry before all of the cloud titans decide to do their own ASICs. At least one of the Super 7, Amazon Web Services, is reportedly thinking of making its own network ASICs.

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The federal Securities and Exchange Commission (SEC) is investigating how retail broker apps encourage stock trading and earn money when those trades are executed.
SEC Chairman Gary Gensler said these companies are engaged in “a little bit of a conflict of interest,” CNBC reported Friday (May 7).
“An app that says they have zero commissions is earning revenue on your trading through something called ‘payment for order flow,’” he said on the network’s “Squawk Box” show. “Someone is paying them for that order flow and paying them for that data.”
Gensler says the root of the issue is the gamification at work in the apps, such as “props, leaderboards, behavioral ways to get individuals to trade more,” along with how the apps market their platforms.
Gensler declined to comment on what should be done to change or regulate gamification and payment until the SEC receives public comment on the matter, but did note that “disclosure alone” may not be enough.
The chairman’s interview followed his testimony Thursday before the House Financial Services Committee for a hearing scheduled earlier this year in response to incidents in January in which “meme stocks” like GameStop and AMC were inflated in value well beyond the losing bets hedge funds had placed on them, causing damage to those funds.
Gensler has also signaled the SEC wants to look at regulatory changes in response to the March blow-up of Archegos Capital Management, which led to more than $10 billion in losses for some of the world’s leading banks.
Overall, the SEC will examine whether larger broker-dealers known as wholesalers have too much influence in handling retail orders. Under the payment for order flow system, wholesalers pay the retail brokerage firms, such as TD Ameritrade and Robinhood, for the right to trade with those customers’ orders.

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NEW PYMNTS STUDY: SUBSCRIPTION COMMERCE CONVERSION INDEX – APRIL 2021

About The Study: One third of consumers who signed up for subscription services within the past year were just in it for the free trial. In the 2021 Subscription Commerce Conversion Index, PYMNTS surveys 2,022 U.S. consumers and analyzes more than 200 subscription commerce providers to zero in on the key features that turn the “subscription curious” into sticky, long term subscribers.

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… filed a registration statement on Form S-11 with the U.S.

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Nikola Corp. NKLA, +13.07% in a filing Friday disclosed a new U.S. Securities and Exchange Commission inquiry. The electric-truck maker said it received a subpoena on March 24 from the Division of Enforcement. The subpoena was related to the company’s projected 2021 cash flow and anticipated use of funds from 2021 capital raises, Nikola said. “The company is committed to cooperating fully with the Staff of the Division of Enforcement” investigation as well as the Southern District of New York’s ongoing investigation, it said. Nikola “has made voluminous productions of information and made witnesses available for interviews” and will continue to comply with the requests, it said. Shares of Nikola continued to rally on Friday, up more than 10%, and the company earlier on the day reported a narrower-than-expected quarterly loss.

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(Bloomberg) — Nikola Corp. posted a narrower-than-expected loss for its latest quarter as the troubled electric-vehicle startup ramped up testing of its debut battery-electric semi trucks and made progress on building factories in the U.S. and Germany.The clean-energy big rig maker reported an adjusted loss Friday of 14 cents a share in the first three months of the year, which was better than analysts’ consensus estimate for a 28 cents loss. Nikola said in a statement it’s nearing completion of a second batch of battery-powered prototypes and has begun the assembly of a fuel-cell test vehicle at its headquarters in Arizona.The Phoenix-based company has yet to build a vehicle for sale but wants to establish itself as a competitor in the emerging clean-energy commercial truck market. It has been dogged by allegations it misled investors, something an internal probe partially confirmed. Nikola said in a separate filing Friday that securities regulators investigating the company issued an additional subpoena in March.Nikola was one of the first of many EV startups targeted by special purpose acquisition companies and at one time saw its valuation surpass the market capitalization surpass of established automakers such as Ford Motor Co. But its shares have plunged in recent months.The stock rose 12% to $11.37 as of 11:06 a.m. in New York. It had fallen about 33% this year as of the close on Thursday.“It’s a relief rally after no major negative news, although the chip shortage remains a headwind for Nikola and others,” Wedbush analyst Daniel Ives said in an email. He has a neutral rating on the stock. “The Street was fearing some elephant in the room to come out on the call.”New SEC SubpoenaNikola said the new subpoena issued by the U.S. Securities and Exchange Commission on March 24 relates to its projected 2021 cash flow and how it plans to use funds from capital raises this year. The company, which had previously disclosed investigations by the SEC and the Department of Justice, said it’s committed to complying with all investigation.Story continuesThe company also disclosed that it paid $3 million in legal fees in the first quarter for Trevor Milton, its founder and former executive chairman, who resigned in September. The payments were made under the terms of an indemnification agreement.“We believe the details given were relatively positive,” said Evercore ISI analyst Chris McNally, who has a hold equivalent rating on the stock, in a note to clients. “SEC and DOJ investigations also remain with unclear timeline resolution.”While not yet revenue-generating, Nikola plans to launch its first hydrogen-powered fuel cell truck in 2023. It also plans to start production of battery-electric trucks this year in Germany in a joint venture with CNH Industrial NV’s Iveco unit and start deliveries in the fourth quarter. And the company has said it’s on track to complete the first phase of a factory under construction in Arizona by year-end, with trial production starting in July.“We have had continued success in commissioning and validating the Nikola Tre BEVs, and are nearing completion of both our Ulm, Germany and Coolidge, Arizona manufacturing facilities,” Nikola’s Chief Executive Officer Mark Russell said in a statement.Nikola is one of several players seeking to commercialize hydrogen-fuel cell powertrains for long-distance transportation. Others include larger rivals such as Toyota Motor Corp., Hyundai Motor Co. and General Motors Co. GM, which scaled back its once-ambitious plans to partner with Nikola, still plans to supply the startup with its proprietary fuel cell technology.Hydrogen Fueling StationsProduction of short- and long-range fuel cell trucks is expected to start at the Arizona plant in the second half of 2023 and 2024, respectively. Nikola also plans to develop as many as 700 hydrogen stations in the U.S. to power the trucks and originally promised to find a co-development partner in 2020.Nikola hopes to test a prototype fuel-cell truck in a joint beer delivery pilot with Anheuser-Busch InBev this year, Russell said during a call with analysts.Last month the company signed a deal to build hydrogen fueling stations with TravelCenters of America Inc. The deal was a small sign of progress on its business plan after several blown deadlines for announcing a partner. Nikola announced a letter of intent Thursday to supply Total Transportation Services with 100 trucks — 30 battery-electric and 70 fuel-cell big rigs — by 2023.Nikola said it still aims to find additional hydrogen infrastructure partners this year, as well as more fleet customers to test its vehicles. On the earnings call, Chief Financial Officer Kim Brady said the company could install as many as 10 fueling stations by the end of 2023 to support their targeted production of fuel-cell trucks.Battery cell supply constraints are hampering Nikola’s ability to produce BEV trucks. The company says it will produce between 50 and 100 units this year. Russell said the company’s cell suppliers are not taking orders for 2022 battery cell supply and he does not expect agreements to be reached until the summer.The aspiring truckmaker said it aims to deliver 1,200 BEV trucks next year and 3,500 in 2023. In February, Nikola lowered its target for delivering battery-electric Tre semis to customers this year to 100 vehicles, down from a previous target of 600. It lost a major order in December when Republic Services Inc. canceled a non-binding contract for 2,500 battery-electric garbage trucks.(Updates with analysts comments in the sixth and eigth paragraphs, details from the earnings call throughout; Updates shares.)For more articles like this, please visit us at bloomberg.comSubscribe now to stay ahead with the most trusted business news source.©2021 Bloomberg L.P.

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It would appear that the initial coin offering (ICO) class action ship has sailed (without a lot of damage suffered by the defendants), but with some pretty interesting takeaways to consider. 

Last year, I wrote about the 11 class actions that were filed in the Southern District of New York against four crypto-asset exchanges and seven digital token issuers. 
The gist of those cases was that the defendants offered and sold unregistered securities in violation of state and federal securities laws. The alleged activities that gave rise to the complaints took place in 2017 and 2018. The defendants offered several grounds for dismissal, including that the claims were time-barred due to the one-year statute of limitations on claims arising from issuing and selling unregistered securities.  

In the last few months, two of the lawsuits (Bibox and BProtocol Foundation (Bancor)) were dismissed, while five others (Quantstamp, Status Research, Civic Technologies, HDR Global Trading (Bitmex), and Kaydex (Kyber Network)) were voluntarily dismissed. The remaining four cases (Binance, Kucoin, Tron, and BlockOne) are working their way through the legal system.  As an aside, the plaintiff in the Bibox case moved for reconsideration of the dismissal of their state law claims on the grounds that their state statute of limitations can be extended for plaintiffs who are ignorant of the law, and the court recently set a briefing schedule on that motion for reconsideration.  
Kayvan Sadeghi, a litigation partner at Schiff Hardin, who represented defendants in one of cases that was voluntarily dismissed, explains that in the two cases that were dismissed, the plaintiffs sought to extend the statute of limitations by alleging that they couldn’t have known the token was a security before April 3, 2019, the date on which the Framework for Investment Contract Analysis of Digital Assets was issued by staff at the Securities and Exchange Commission (SEC). But the courts didn’t buy it.  

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“Ultimately, it came down to the statute of limitations issue,” Sadeghi offers. In the two cases that were dismissed, the court ruled that there was no basis to extend the statute of limitations, he explains. That is probably why the other five cases were voluntarily dismissed, he continues. “Plaintiffs’ counsel saw the writing on the wall.” 
As to the four cases that are still active, there are additional claims and/or allegations of trading within a year of when they filed suit, according to Sadeghi. So, the same statute of limitations defense might not be grounds for a complete dismissal at the pleadings stage. 
With respect to the two cases that were dismissed, in BProtocol Foundation, the court found that the plaintiff had failed to allege an actual injury resulting from his purchase of the BNT digital coin, and failed to allege a causal connection between his alleged injury and the defendants’ crypto offering from two years earlier. The court also refused to find that it had personal jurisdiction over the defendants (the Swiss-based organization that issued the tokens and the individual defendants, officers of the issuer, who are citizens of Israel). 
In In Re Bibox, the court found that the plaintiff did not have standing with respect to claims pertaining to five of the six tokens described in the complaint because he had never purchased those tokens. Significantly, the court refused to impute to those five tokens the core features of the Bix token and, therefore, all of the claims related to those five tokens were dismissed. As to the claims pertaining to the remaining (Bix) token, the court found that those claims were time-barred and, so, the entire complaint was dismissed.
Taken together, BProtocol Foundation and In Re Bibox demonstrate that the securities laws should be construed narrowly when it comes to private plaintiffs. With a private cause of action, the courts require an actual injury and actual causation. There must be a real connection between the U.S. and the token sale, as well as the defendants.  
But it is a completely different standard when the Securities and Exchange Commission (SEC) is the plaintiff, such as in the enforcement actions brought by the SEC against Ripple Labs and LBRY. 
The SEC does not need to show reliance or injury, explains Sadeghi. They just need to show a violation. Further, the SEC asserts jurisdiction over any violation that has substantial conduct or significant effects in the U.S. According to Sadeghi, for private plaintiffs, it is limited to domestic transactions. What’s more, when the SEC is the plaintiff, it has five years to bring a cause of action, he explains, and potentially longer for some kinds of relief. 
With the dismissal of the class action lawsuits raising questions about the application of securities laws to sales of digital assets, observers are now looking even more closely to the SEC’s case against Ripple Labs, says Lewis Cohen, Co-Founder DLx Law.  
Cohen relates that unlike in the private litigation where plaintiffs seek monetary relief, the SEC’s enforcement actions assert a higher principle, namely that securities laws have a meaning and importance that must be observed, even if in the short run enforcing the law may conflict with the interests of the holders of the asset sold. How judges resolve that case will have far reaching implications for the future of digital assets,” says Cohen.
Jason Gottlieb, Chair of Morrison Cohen’s White Collar and Regulatory Enforcement Group, explains that the SEC plays by a different set of rules. As a result, he says, “they may very well succeed where the private plaintiffs were unable to do so.”
Gottlieb notes that commentators may be reading too much into the middle-game skirmishes where the Ripple defendants are winning some discovery motions. He suggests that these wins may provide the defendants with a different set of facts to put to the court. But, he says, these document-production battles “may not ultimately determine the core question of whether XRP is a security. We have no idea what is going to happen because we don’t know what the documents are going to say.”
Drew Hinkes, a lawyer at Carlton Fields PA in Miami who works on cryptocurrency matters, suggests that the enforcement action against Ripple is the most important lawsuit in the crypto space right now. “Everything else is just noise,” says Hinkes. 
Hinkes explains that Ripple has the resources to take the case past judgment to an appeal where an appellate court will have the opportunity to determine what the law is.  
Gottlieb agrees. “Only the U.S Supreme Court can consider overturning Howey with respect to digital assets. And for the first time in an SEC crypto case, we have defendants who can make good on a promise to take the case to the highest court. They have the legal firepower, and the resources to pay for their very fine attorneys. Any District Court ruling may only be the first step in a longer fight.

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The new head of the Securities and Exchange Commission said Friday that more investor protections are needed in the markets for bitcoin and other crypto assets.
Chairman Gary Gensler said on CNBC’s “Squawk Box” that he sees the attraction to bitcoin for traders but regulation is needed to prevent fraud and other issues.

“It’s a digital, scarce store of value, but highly volatile,” Gensler said, talking about bitcoin specifically. “And there’s investors that want to trade that, and trade that for its volatility, in some cases just because it is lower correlation with other markets. I think that we need greater investor protection there.”
Gensler later added that he believes bitcoin is a “speculative” store of value and that the SEC should be “technology neutral” when it comes to innovations in markets.
Bitcoin and other cryptocurrencies have boomed since late last year, fueled by increased institutional adoption for some of the more established coins and interest from retail traders.
Bitcoin was trading above $57,000 per coin on Friday after hovering under $10,000 a year ago, while dogecoin, a digital coin that started as a joke based on a meme with a shiba inu dog, was trading near its record high.
Gensler, who previously taught classes about blockchain and other financial technology at the Massachusetts Institute of Technology, said there needed to be authority for a regulator to oversee the crypto exchanges, similar to the equity and futures markets. He said many of the crypto coins were trading like assets and should fall under the purview of the SEC.

“To the extent that something is a security, the SEC has a lot of authority. And a lot of crypto tokens — I won’t call them cryptocurrencies for this moment — are indeed securities,” he said.
Gensler also commented on social media’s influence on financial markets.
“We need to update and freshen our rules to ensure that, while retail investors and any individual has First Amendment rights to speak and so forth, that they’re not misleading the public, they’re not manipulating the public, manipulating the markets,” he said.

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IRVINE, Calif., May 07, 2021 (GLOBE NEWSWIRE) — Advantage Solutions Inc. (NASDAQ: ADV) (“Advantage,” the “Company,” “we” or “our”), the leading provider of outsourced sales and marketing services to consumer goods manufacturers and retailers, today announced that as a result of recent guidance provided by the U.S. Securities and Exchange Commission on April 12, 2021 relating to the accounting treatment of warrants issued by special purpose acquisition companies (the “SEC Statement”), it will revise its consolidated financial statements previously issued in its Annual Report on Form 10-K for the year ended December 31, 2020 (the “Financial Statements”).
The revision pertains to the accounting treatment for certain of our warrants issued in a private placement (the “private placement warrants”) that were outstanding at the time of the merger with Conyers Park II Acquisition Corp. on October 28, 2020. The private placement warrants had been accounted for as equity under a fixed accounting model. As a result of the SEC Statement, we determined that the Financial Statements should be revised to reflect the private placement warrants as a liability, with subsequent changes in their estimated fair value recorded as non-cash income or expense in the applicable reporting period.
The revisions are expected to result in non-cash, non-operating financial statement adjustments and have no impact on our current or previously reported revenues, cash position, operating expenses or total operating, investing or financing cash flows. Additionally, there is no anticipated impact on our non-GAAP operating metrics, including Adjusted EBITDA, Adjusted Net Income and Net Debt.
As of the date hereof, there were 7,333,333 private placement warrants outstanding.
We expect to report our financial results for our fiscal first quarter ended March 31, 2021 following market close on May 10, 2021.
About Advantage Solutions
Advantage Solutions is a leading business solutions provider committed to driving growth for consumer goods manufacturers and retailers through winning insights and execution. Advantage’s data and technology-enabled omnichannel solutions — including sales, retail merchandising, business intelligence, digital commerce and a full suite of marketing services — help brands and retailers across a broad range of channels drive consumer demand, increase sales and achieve operating efficiencies. Headquartered in Irvine, California, Advantage has offices throughout North America and strategic investments in select markets throughout Africa, Asia, Australia and Europe through which it services the global needs of multinational, regional and local manufacturers. For more information, please visit advantagesolutions.net. 
Forward-Looking Statements
Certain statements in this press release may be considered forward-looking statements within the meaning of the federal securities laws, including statements regarding the expected impact of the accounting for the private placement warrants and the timing of reporting of the Company’s financial results for the quarter ended March 31, 2021. These forward-looking statements generally are identified by the words “may,” “should,” “expect,” “intend,” “will,” “would,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements, including but not limited to the risks and uncertainties set forth in the section titled “Risk Factors” in the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 16, 2021 and in its other filings made from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Advantage assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Contacts: Dan RiffChief Investor Relations & Strategy OfficerAdvantage [email protected]
Dan MorrisonSenior Vice President, Finance & OperationsAdvantage Solutions
Kevin DohertySolebury TroutManaging DirectorInvestorrelations@advantagesolutions.

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A tiny exchange-traded fund that raised eyebrows last month when it changed its ticker to BTC — the three-letter shorthand almost everybody in crypto uses for Bitcoin — is reversing the move.

The ClearShares Piton Intermediate Fixed Income ETF will revert to the ticker PIFI from May 11, the fund’s issuer said in a brief filing with the U.S. Securities and Exchange Commission on Thursday. No explanation was given for the move.

ClearShares filing announces ticker reversal.

The fund’s initial change to BTC in April stirred speculation ClearShares was moving to secure the ticker for an eventual Bitcoin ETF, as multiple firms race to get SEC approval for the first such product.

That theory gained traction when Grayscale Investments LLC, the company behind the world’s biggest cryptocurrency trust, said it was taking a stake in ClearShares. Days earlier the firm had announced it was “100% committed” to converting the $31 billion Grayscale Bitcoin Trust into an ETF.

The SEC punted on its eagerly-waited verdict late last month, pushing the decision on whether to approve a Bitcoin product to June 17.

Read more: SEC Punts Long-Awaited Bitcoin ETF Decision to at Least June

Ticker confusion among investors is nothing new, and seems to have intensified as retail traders play an ever-greater role in the stock market. For instance, the popularity of Zoom Video Communications Inc. sparked brief surges in the shares of Zoom Technologies Inc., after traders confused its ticker symbol ZOOM with that of the video-conferencing company.
New York-based 5G Edge Acquisition Corp., a special purpose acquisition company, filed last month to go public under the symbol ARK, strikingly similar to the tickers for Cathie Wood’s line-up of popular ETFs.

Assets in the Piton Intermediate Fixed Income ETF have almost doubled to $62 million since the BTC switch, with all of the new inflow coming in a single day shortly after the symbol change.
Spokespersons for Grayscale and ClearShares didn’t immediately respond to requests for comment.
— With assistance by Katherine Greifeld

Before it’s here, it’s on the Bloomberg Terminal.

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… 2020 was filed with the Securities and Exchange Commission on March 2, … With over 2,000 customers since its inception, Tufin’s network security …

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By Reuters Staff1 Min ReadWASHINGTON, May 7 (Reuters) – New investment rules are needed to help protect investors as social media, apps and other technology impact trading and financial markets, the head of the U.S. Securities and Exchange Commission (SEC) said on Friday.Gary Gensler, who took over as the regulator’s chairman last month, said that while investors can take risks more protections are needed amid the rise in crypto tokens and fierce stock rallies driven by online posts.

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