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零售巨头Overstock遭SEC审查,原因同样是ICO

周四,美国证券交易委员会(后文简称SEC)公布的一份文件披露了关于Overstock正在为其tZero替代交易系统进行的2.5亿美元ICO的最新细节。

然而,在有关出售结构和咨询委员会的信息流中,最值得注意的是这家公开上市的电子商务公司证实,自2月份以来,这次ICO一直受到SEC的审查。

虽然这些文件明确指出Overstock并不知道任何可能对该公司产生“不利影响”的法律诉讼,但它们确实在《华尔街日报》周三的一份报道中证实了SEC正在对寻求通过该机制筹集资金的公司和公司进行全面调查。

文件中写道:“2018年2月,SEC执法部门通知该公司,表示其正在对OverStock.com进行调查,并要求该公司自愿提供与发行以及代币相关的某些文件......SEC正在尝试确定是否存在违反联邦证券法的行为,这起调查并不意味着SEC已经最终确认有人违反了这些法律。同时,这起调查也不意味着SEC对任何个人、实体或证券持否定意见。”

正如CoinDesk报道的那样,对于正在进行的事实调查仍有很多未知之处,包括SEC调查的次数和时间,消息来源对与调查有关的细节有很大不同的背景。

TZero总裁Joseph Cammarata告诉CoinDesk:“我们实际上很高兴美国证券交易委员会(SEC)正在审查这一领域。”

尽管如此,Overstock已经接受了这样的调查,很可能会让人们进一步猜测最终调查可能会产生什么结果。

平台切换

该文件中还显示,Overstock的ICO已经结束预售,共筹集资金一亿美元,下一轮筹款活动也已同期启动。然而,这一转变恰逢技术上的重大变化。

在接受CoinDesk采访时,tZero总裁Joseph Cammarata证实,tZero将从管理加密token销售平台SaftLaunch切换到最初为股权众筹管理开发的StartEngine平台。

根据Cammarata所说,tZero决定转换平台并不是因为监管问题,而是源于SaftLaunch的复杂且耗时的反洗钱(AML)和了解客户(KYC)流程。

因此,与该公司的区块链证券替代交易系统互动的TZero代币的预售范围扩大了。这次出售是在未来股票(SAFE)框架的简单协议下进行的,最初定于1月18日结束,但直到今天才结束。

究竟筹集了多少?

Overstock的ICO的延迟也引发了人们的怀疑。最令人担心的是,这次象征性的出售是否真的筹集到了该公司声称的已经筹集了一亿美元。

例如,上周一份来自SEC的报告表示,Overstock的ICO实际数字应该是4900万美元,更有人推测这一数字可能只有1800万美元,剩下的可能是Overstock自己投资的。

然而,Cammarata对这些推测表示不屑一顾,他表示平台ICO的 70%的投资者来自家族办公室、对冲基金和机构经营者,另外30%人来自非机构投资者。

 

A filing with U.S. Securities and Exchange Commission (SEC) released Thursday has revealed new details about Overstock.com's ongoing $250 million ICO for its tZero alternative trading system.

However, most notable amid the stream of information on the sale structure and advisory board, is the public e-commerce company's confirmation that the sale has been under review by the SEC since February.

While the documents explicitly state Overstock is not aware of any legal proceedings that could have an "adverse impact," on the company, they do shed light on a Wall Street Journal report Wednesday that confirmed the agency is conducting a sweeping probe of companies and firms that have sought to raise money via the mechanism.

"In February 2018, the Division of Enforcement of the SEC informed the Company that it is conducting an investigation in the matter re: Overstock.com, Inc. and requested that the company voluntarily provide certain documents related to the Offering and the Tokens in connection with its investigation," the filing reads.

It continues:

"The SEC is trying to determine whether there have been any violations of the federal securities laws, the investigation does not mean that the SEC has concluded that anyone has violated the law. Also, the investigation does not mean that the SEC has a negative opinion of any person, entity, or security."

As reported by CoinDesk, much remains unknown about the ongoing fact-finding, including the number and timing of SEC inquiries, with sources speaking on background varying widely as to the details related to the probe.

The president of tZero, Joseph Cammarata told CoinDesk: "We are actually happy that the SEC is scrutinizing the space."

Still, the admission that Overstock has received such an inquiry is likely to further speculation as to what might result from the ultimate investigations, building on comments from SEC Chair Jay Clayton, who has suggested he believes legal non-compliance is rampant in the sector.

Platform switch

Elsewhere in the filing, Overstock confirmed it has concluded its ICO pre-sale after raising $100 million, and has initiated its subsequent fundraising round. However, this shift is coinciding with a large technical change.

In an interview with CoinDesk, tZero president Joseph Cammarata confirmed tZero will switch from SaftLaunch, a platform for managing crypto token sales, to StartEngine, a platform first developed for equity crowdfunding management.

"SaftLaunch was utilized for the presale. We're now augmenting the subsequent sale to bring on StartEngine," Cammarata said.

According to Cammarata, tZero's decision to switch platforms was not due to regulatory issues, but stems from SaftLaunch's complicated and time-consuming anti-money laundering (AML) and know your customer (KYC) process, which resulted in a bottleneck as the ICO attracted huge interest.

As such, the presale of tZero's tokens for interacting with the company's alternative trading system for blockchain securities, was extended. The sale, which was modeled under the simple agreement for future equities (SAFE) framework was initially set to end on January 18, and only concluded today.

A spokesperson for SaftLaunch confirmed there were delays in the onboarding process, saying, "Because of strong demand, there was an initial backlog in managing inquiries from interested investors but there is no backlog now, and the offering remains open."

Early investors in the pre-sale will continue to be able to use the SaftLaunch platform, but investors in the subsequent round, which kicks off today, will go through StartEngine.

And just how much

The ICO's delay, no surprise, also brought out the skeptics.

Top among the concerns around the token sale is whether or not tZero has actually raised the $100 million it claims to have already taken in.

For instance, a report last week placed the actual number at $49 million based on the latest SEC filings, and Cammarata said others have speculated the number is as low as $18 million, with the rest being perhaps inflated by investments from Overstock.

Cammarata discounted those suggestions, however, telling CoinDesk that 70 percent of the ICO's investors have come from family offices, hedge funds and the people who run those institutions, with the other 30 percent coming from non-institutional investors.

And as far as Overstock inflating those numbers with its own money, Cammarata concluded:

"One thing that I'd like to make clear is we're over $100 million and Overstock has not put anything in the ICO at this time. They have not bought any tokens or made any investments at this time."


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