[regulation_d]

I'm not sure you can hand wave the "expectation of profits" factor as easily as you did. Seems like it would have to be a reasonable expectation of profits and would probably have to be true of the majority of the purchasers.

Imagine that I bought $10k worth of Chuck E. Cheese tokens and I could convince the SEC that I sincerely expected the value of those tokens to go up substantially. I doubt that would be enough to meet the Howey requirements, even if my expectation was sincere.

[everdev]

From my conversation, I understood "an expectation of profits" to mean from a reasonable investor. In fact no one even has to complain if the SEC thinks someone could have expected profits then it satisfies that bullet in the test.