Launch HN: Stacks (YC S14) – The first SEC-qualified crypto token offering

First, a little about our journey: I grew up in Pakistan with a single state-controlled TV channel. I've been obsessed with the internet since the dial-up days of the late 90s. I researched computer networks as a grad student. I took a leave from Princeton in 2013 to start Blockstack with my co-founder. Our rather ambitious goal was to build a better internet. We went through YC in 2014 and have raised $50M in capital so far.

We believe that the "traditional internet" became dependent on a handful of companies. We want to take the internet back to its decentralized roots. We've done 4+ years of R&D and infrastructure building. We're focusing on giving developers the right tools to build decentralized apps. The big difference between these and traditional internet apps is that: (1) apps mostly run client-side (no servers or databases), (2) users are in control of their data with encrypted private data lockers, and (3) users have universal cryptographic logins without any third-party providers.

Blockstack PBC is a public benefit corporation. We build the core protocols and developer tools for decentralized computing. Developers use our open-source reference implementations and SDKs to build decentralized apps. These include Graphite (decentralized Google docs), Dmail (encrypted email), BitPatron (decentralized Patreon), and others (https://app.co/blockstack). The Blockstack software stack gives developers decentralized solutions for auth and storage. Further, developers can program smart contracts.

The Stacks blockchain is a foundational layer of our architecture. It executes smart contracts and enables our decentralized auth and storage to work without centralized operators. Users register their usernames on the Stacks blockchain and link their storage credentials. Technical details of our full decentralized computing stack are at https://blockstack.org/whitepaper.pdf.

Stacks is the native crypto token of Blockstack. Stacks are used as "fuel" to register digital assets and execute smart contracts. Compared to other decentralized app platforms like Ethereum or EOS, we: (1) keep on-chain logic to a minimum, (2) scale apps by localizing state changes, and (3) enable developers to write general-purpose apps, not just smart contracts.

Our regulatory approach is also very different from typical “ICOs” you may have seen. For distributing Stacks to the general public, we decided to work with US regulators. We wanted to open up the US market to our offering instead of blocking US investors. Yesterday, we received qualification from the SEC. The SEC has never qualified any token offering until now.

Regulation A is often compared to a “mini IPO.” Our filing has fully-audited financials and seeks to provide fully transparent disclosures. There were a lot of legal and accounting treatment questions that we had to work on with the SEC. It’s new territory for everyone. It took us almost ten months to reach this stage and we spent close to 2M USD in legal fees and other expenses. I joked at a recent event that I consider our expenditures a donation to the rest of the crypto industry. Other projects now have a legal framework for regulated crypto-token offerings.

I know that many on HN are skeptical of the cryptocurrency market, which has become over-hyped with many bad actors. We share a lot of those feelings. We want to build on solid scientific foundations and give developers the right tools for scalable decentralized apps. Alternatives to centralized big tech monopolies can and will, eventually, exist. The SEC-qualified token offering is our effort to help mature this industry.

You can find our SEC offering circular link at https://stackstoken.com. We'd love to get feedback from the HN community on our regulatory framework and tech design. Thanks!

P.S: Given the regulated nature of this offering, I need to give disclaimers. Realize it’s not typical HN culture :-)

— Muneeb

Important disclaimer The Securities and Exchange Commission (SEC) has qualified the offering statement that we have filed with the SEC. The information in that offering statement is more complete than the information we are providing now, and could differ in important ways. You must read the documents filed with the SEC before investing. The offering is being made only by means of its offering statement. This document shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

An indication of interest involves no obligation or commitment of any kind. Any person interested in investing in any offering of Stacks tokens should review our disclosures and the publicly filed offering statement and the final offering circular that is part of that offering statement at stackstoken.com/circular. Blockstack is not registered, licensed or supervised as a broker dealer or investment adviser by the SEC, the Financial Industry Regulatory Authority (FINRA) or any other financial regulatory authority or licensed to provide any financial advice or services.

Forward-looking statements This communication contains forward-looking statements that are based on our beliefs and assumptions and on information currently available to us. In some cases, you can identify forward-looking statements by the following words: “will,” “expect,” “would,” “intend,” “believe,” or other comparable terminology. Forward-looking statements in this document include, but are not limited to, statements about our plans for developing the platform and future utility for the Stacks token, our Reg A+ offering and launch of our network, and collaborations and partnerships. These statements involve risks, uncertainties, assumptions and other factors that may cause actual results or performance to be materially different. More information on the factors, risks and uncertainties that could cause or contribute to such differences is included in our filings with the SEC, including in the “Risk Factors” and “Management’s Discussion & Analysis” sections of our offering statement on Form 1-A. We cannot assure you that the forward-looking statements will prove to be accurate. These forward-looking statements speak only as of the date hereof. We disclaim any obligation to update these forward-looking statements.

Your trailblazing with the SEC is impressive, thank you. I’m unfamiliar with Reg A — after the one year lock, can I transfer Blockstack tokens freely to someone else?

Do you see a future where Blockstack tokens are no longer considered a security?

There is no one year lock on the Reg A. The Reg D offering (which we did earlier in 2017) and which is limited to Accredited Investors has a year and a day lock. We do have a monthly unlock over 2-years but that was our design decision, not a regulation.

Really interesting question about no longer being considered a security. We spent a lot of time on this. There is an entire discussion about decentralization in the offering circular. Our stance is that this is a utility token and due to an abundance of caution we're complying with securities regulations. However, upon further decentralization of the network (and we discuss certain metrics for this) the Stacks token may no longer be considered a security.

Pasting relevant info from the offering circular:

"Blockstack’s long-term strategy is to decentralize development and governance of the Blockstack network such that no single entity, including Blockstack, is in control of the network. At some point when this decentralization process is complete and there is a healthy ecosystem of applications and users on the network, Blockstack PBC expects to develop new business models, which may include the development and commercialization of premium versions of open-source software, enterprise licensing for blockchain technology, and development of new applications for the network. Blockstack may also dissolve Blockstack PBC and distribute the Stacks Tokens in Blockstack PBC’s treasury to Blockstack PBC’s stockholders. We do however intend to continue operating for a minimum of two to three years and likely until one of the following occurs: the Stacks Tokens are no longer deemed to be securities, we are no longer deemed to be the issuer of the tokens, or the Stacks blockchain undergoes a hard fork without Blockstack’s consent that effectively results in Blockstack no longer driving the governance of the network. Blockstack also intends during this time to encourage independent entities to contribute to the development of Blockstack Core, the core open-source software governing the network as well as contribute to the growth of the eco-system."