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Series 63: Regulation of Securities & Issuers
Series 63 practice questionmediumCrypto asset as security

A start-up issues digital tokens to raise capital. Investors receive no voting rights, but the company will use the capital to launch a platform. Profits, if any, will be distributed to token holders based on company revenues. Under the Uniform Securities Act, these tokens are MOST LIKELY:

  1. ANot securities, because they do not confer voting rights.
  2. BSecurities, because they represent an investment contract.✓ Correct answer
  3. CNot securities, unless they are traded on a secondary market.
  4. DNot securities, because digital assets are not explicitly defined in the USA.
Explanation

Why BSecurities, because they represent an investment contract.

A token meeting the Howey test (investment of money, common enterprise, profits from efforts of others) is an investment contract, thus a security under the USA. Voting rights are irrelevant. Secondary trading and digital asset terminology are unimportant to the basic definition. See USA Sec. 401(13); Howey test.

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