Correspondence 0001437749-24-027049 from BLACKBOXSTOCKS INC. (BLBX) (CIK 0001567900) (BLBX)
BLACKBOXSTOCKS INC. (BLBX) (CIK 0001567900)
Date: Aug. 15, 2024 · CIK: 0001567900 · Accession: 0001437749-24-027049
AI Filing Summary & Sentiment
File numbers found in text: 001-41051
Referenced dates: August 7, 2024
Letter
blkbx20240815_corresp.htm
2728 N. Harwood Street
Suite 500
Dallas, TX 75201 214.745.5400 OFFICE
214.745.5390 FAX
winstead.com
August 15, 2024
Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, N.E.
Washington, D.C. 20549
Re:
Blackboxstocks Inc.
Form 10-K for the fiscal year ended December 31, 2023
File No. 001-41051
Ladies and Gentlemen:
On behalf of Blackboxstocks Inc. (the “Company”), we hereby respond as follows to the comment letter from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated August 7, 2024, relating to the above-referenced Annual Report on Form 10-K (the “Annual Report”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Annual Report. For the Staff’s convenience, we have recited the comments in the Staff’s letter below in italics, and set forth the Company’s responses in regular font immediately thereafter.
Form 10-K for the Fiscal Year Ended December 31, 2023
General
1.
We note your active solicitation of the public to use your product to effect customer securities transactions through your platform and that you provide certain analytics, including your GoNoGo Trend® indicator, that appear to advise investors on the merits of particular trades. Please provide a detailed analysis of why you are not required to register as a broker under the Securities Act of 1934.
Response: Under Section 15(a)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), unless an exception is available, it is generally unlawful for a “broker” or a “dealer” to make use of the mails or any means or instrumentality of interstate commerce to effect any transactions in, or to induce or attempt to induce the purchase or sale of, any security (with certain exceptions), unless the broker or dealer is registered with the Commission.1 Section 3(a)(4) of the Exchange Act defines a “broker” as “any person engaged in the business in the business of effecting transactions in securities for the account of others.”2 The definition focuses on three elements such that a broker must: (i) be “engaged in the business,” (ii) of “effecting transactions in securities,” (iii) “for the account of others.”3 Often, courts apply a “facts and circumstances” analysis in evaluating whether a person has acted as a broker, with no single element being dispositive.4 The Company has outlined below the reasoning for its good-faith belief that it does not meet the definition of a “broker,” and thus, is not required to register as such under the Exchange Act.
1 Exchange Act § 15(a)(1).
2 Exchange Act § 3(a)(9).
3 Robert L.D. Colby, Lanny A. Schwartz and Zachary J. Zweihorn, What Is a Broker-Dealer? in Broker-Dealer Regulation § 2:2.1 (Clifford E. Kirsch ed., 2020).
4 Id.
“Engaged in the Business”
This element has been interpreted by courts to suggest a certain “regularity” of participation in purchasing and selling activities rather than a few isolated transactions, with two important factors to consider when determining such “regularity of business”: (i) the number of transactions and clients, and (ii) the dollar amount of securities sold.5 The Company itself does not participate in any purchasing and selling activities on behalf of investors or issuers. Rather, the Company serves as a subscription-based financial technology platform that offers real-time proprietary analytics, stock and options news, and other educational materials. In other words, the Company does not participate in purchasing and selling activities, but rather, makes financial data available to persons who may decide to purchase or sell securities. Therefore, the Company does not participate in and is not engaged in the business of purchasing and selling activities for its subscribers.
In addition, courts and the Commission have identified other factors which indicate that a person is “engaged in the business,” including (i) receiving transaction-related compensation, (ii) holding oneself out as a broker, as executing trades, or as assisting others in settling securities transactions, and (iii) soliciting securities transactions (including advertising).6 In the Commission’s no-action guidance and enforcement actions, receiving commissions or transaction-related compensation (i.e., compensation based, directly or indirectly, on the size, value or completion of any securities transactions) is one of the determinative factors in deciding whether a person is a “broker.”7 First, the Company does not receive any such transaction-related compensation. The Company employs a subscription-based Software as a Service business model in which subscribers pay a set fee for monthly or yearly subscriptions to the Company’s software platform which is not in any way based upon the size, value or completion of any subscriber’s transactions in securities. If any subscriber wishes to complete a securities transaction based on the information provided by the Company’s software platform, the subscriber must do so through a stock broker or otherwise outside of the Company’s platform, and the Company receives no compensation based on any such securities transaction. Second, the Company does not hold itself out as a broker, as executing trades, or assisting others in settling securities transactions. Rather, the Company maintains trading integrations with the online brokerages E*Trade and TradeStation which allow the Company’s subscribing members to execute trades through E*Trade or TradeStation via a link from the Company’s platform interface. The trades themselves are executed by and through the brokers trading platforms, and the Company simply integrates access to such brokerages within its platform. Finally, the Company does not solicit securities transactions. Rather, the Company’s platform is comprised solely of stock and options trading analytics, and educational programs and resources.
Because the Company does not satisfy any of the factors outlined above, the Company believes that it does not meet the “engaged in the business” element in the definition of “broker” under the Exchange Act.
“Effecting Transactions in Securities”
According to courts and the Commission a person “effects transactions in securities” if the person participates in such transactions “at key points in the chain of distribution.”8 Such participation may include, a number of activities varying in level of importance.
Stronger indicators include (i) assisting an issuer to structure prospective securities transactions, (ii) soliciting securities transactions (including advertising), and (iii) taking, routing, or matching orders, or facilitating the execution of a securities transaction.9 The Company does not assist issuers in structuring prospective securities transactions. As stated above, the Company does not solicit securities transactions, but rather, maintains a platform comprised solely of stock and options trading analytics, and educational programs and resources. Finally, the Company does not take, route, or match orders or facilitate the execution of securities transactions. Moderate indicators include (iv) helping an issuer to identify potential purchasers of securities and (v) handling customer funds or securities, neither of which are services offered or undertaken by the Company.10 Weaker indicators include (vi) making evaluations as to the merits of an investment or giving advice and (vii) preparing and sending transaction confirmations (other than on behalf of a broker-dealer that executes trades).11 While the Company does provide stock and options trading analytics through features such as real-time proprietary alerts, stocks and options scanners, financial news, institutional grade charting and proprietary analytics to its users, the Company does not make evaluations as to the merits of an investment or give advice to its customers. The Company’s features simply display financial information to the users which the users must then use to make their own investment decisions. For example, the Commission noted the “GoNoGo Trend® indicator, that appear[s] to advise investors on the merits of particular trades.” This feature is a non-exclusive, licensed product that has been integrated into the Company’s software platform that displays a color-coded system regarding the strength of a stock’s momentum using multiple technical indicators. As stated on the Company’s website, a subscriber’s use of this indicator is not as simple as buying or selling when a specific color appears and should be used in combination with other indicators for more informed trading decisions. In addition, the Company does not prepare or send transaction confirmations as such confirmations are handled by online brokerages (i.e., E*Trade and TradeStation). Other indicators include (viii) screening potential participants in a transaction for creditworthiness and (xi) negotiating between the issuer and the investor.12 The Company does not offer any products or services related to creditworthiness or negotiation between issuers and investors.
5 See Robert L.D. Colby, Lanny A. Schwartz and Zachary J. Zweihorn, What Is a Broker-Dealer? in Broker-Dealer Regulation § 2:2.4 (Clifford E. Kirsch ed., 2020) (and the sources cited therein).
6 Id.
7 See Robert L.D. Colby, Lanny A. Schwartz and Zachary J. Zweihorn, What Is a Broker-Dealer? in Broker-Dealer Regulation § 2:2.6 (Clifford E. Kirsch ed., 2020) (and the sources cited therein).
8 See Robert L.D. Colby, Lanny A. Schwartz and Zachary J. Zweihorn, What Is a Broker-Dealer? in Broker-Dealer Regulation § 2:2.2 (Clifford E. Kirsch ed., 2020) (and the sources cited therein).
9 Id.
10 Id.
11 Id.
12 Id.
Many of the factors listed above are not in themselves sufficient to trigger broker registration, but rather indicate broker activity in conjunction with other criteria, especially the presence of transaction-related compensation.13 As stated above, the Company earns money through set monthly or annual customer subscription fees as opposed to transaction-related compensation, and because the Company does not satisfy the factors listed above, the Company does not believe it meets the “effecting transactions in securities element” in the definition of “broker” under the Exchange Act.
“For the Account of Others”
In order to be considered a “broker,” a person must be in the business of effecting transactions in securities for others, not itself.14 The Company does not have any authority or control over the securities accounts of its subscribers.
Based upon the foregoing analysis it is clear that the Company is not a broker and therefore is not required to register as such under the Exchange Act.
2.
Please provide a comprehensive legal analysis regarding whether the Company (or any of its subsidiaries) currently meets the definition of an “investment company” under Section 3(a)(1)(A) of the Investment Company Act of 1940 (the “1940 Act”) or met such definition at any point during the most recent 12 fiscal quarters. In your response, please address, in detail, each of the factors outlined in Tonapah Mining Company of Nevada, 26 SEC 426 (1947) and provide legal and factual support for your analysis of each such factor.
Response: The Company is not an investment company under Section 3(a)(1)(A) of the 1940 Act because it is not, and does not hold itself out as being, primarily engaged in the business of investing, reinvesting, or trading in securities.
The 1940 Act contains two primary tests for identifying an investment company, both of which must be considered independently. The Company could be deemed an investment company under Section 3(a)(1)(A) if it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities. Alternatively, the Company could be deemed an investment company under Section 3(a)(1)(C) if it is engaged in, or proposes to engage in, the business of investing, reinvesting or trading in securities and owns, or proposes to acquire, “investment securities” having a value exceeding 40% of the value of its total assets (exclusive of cash items and government securities) on an unconsolidated basis.
13 Id.
14 Robert L.D. Colby, Lanny A. Schwartz and Zachary J. Zweihorn, What Is a Broker-Dealer? in Broker-Dealer Regulation § 2:2.5 (Clifford E. Kirsch ed., 2020) (and the sources cited therein).
Sections 3(b) and 3(c) of the 1940 Act, as well as certain rules promulgated under these and other provisions of the 1940 Act, provide certain exclusions or exceptions from the foregoing definitions. Notably, Section 3(b)(1) contains one of the many statutory exceptions to the definition of “investment company.” That section states that, notwithstanding Section 3(a)(1)(C), “[a]ny issuer primarily engaged, directly or through a wholly-owned subsidiary or subsidiaries, in a business or businesses other than that of investing, reinvesting, owning, holding, or trading in securities” is not an investment company within the meaning of the 1940 Act.
Whether an issuer is engaged primarily in the “business of investing, reinvesting, or trading in securities” under Section 3(a)(1)(A) or is primarily engaged in a “business or businesses other than that of investing, reinvesting, owning, holding, or trading in securities” under Section 3(b)(1) is in each case largely a factual question, and the answer depends upon the actual business activities of the issuer.15 The primary test to determine whether an issuer is “primarily engaged” in a business for purposes of Section 3(a)(1)(A) and Section 3(b)(1) is the five-factor analysis (the “Tonopah Factors”) described in Tonopah Mining Corp. of Nevada, 26 S.E.C. 426 (1947) (hereinafter “Tonopah”), with an emphasis on how a reasonable investor would view the issuer when considering the totality of such factors.16 Specifically, the Tonopah Factors require analysis of (1) an issuer’s historical development, (2) its public representations of policy, (3) the activities of its officers and directors and, most importantly, (4) the nature of its present assets and (5) the sources of its present income. The Company believes that an analysis of each of these factors demonstrates that the Company does not fall within the definition of an investment company under Section 3(a)(1)(A) and that it is able to rely on Section 3(b)(1), separate and apart from the analysis of the Company under Section 3(a)(1)(C).
As requested, the Company has set forth below its analysis of each of the Tonopah Factors as follows:
Historical Development. Since December 1, 2015, the Company has engaged either directly, and beginning in 2024, indirectly through its sole wholly owned operating subsidiary, Blackbox.io Inc., in the business of developing and operating a financial technology platform with integrated analytical tools. The Company has, during such period, consistently developed and operated its platform on which subscribers can obtain access to data, utilize software tools and engage in educational livestreaming, access a wide array of video and graphic content, and participate in community events and discussions. Among other steps the Company has taken in furtherance of its business, the Company has engaged in research, development and marketing of its proprietary technology, platform and related services; made its platform available online to retail subscribers for set monthly and/or annual fees; and supported technology initiatives that are consistent with its commercial purposes. Revenues from the Company’s business have been primarily derived from subscription and licensing of its software. The history of the Company demonstrates the Company has had primary, significant, consistent and continuous commercial
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CORRESP 1 filename1.htm blkbx20240815_corresp.htm 2728 N. Harwood Street Suite 500 Dallas, TX 75201 214.745.5400 OFFICE 214.745.5390 FAX winstead.com August 15, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Re: Blackboxstocks Inc. Form 10-K for the fiscal year ended December 31, 2023 File No. 001-41051 Ladies and Gentlemen: On behalf of Blackboxstocks Inc. (the “Company”), we hereby respond as follows to the comment letter from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated August 7, 2024, relating to the above-referenced Annual Report on Form 10-K (the “Annual Report”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Annual Report. For the Staff’s convenience, we have recited the comments in the Staff’s letter below in italics, and set forth the Company’s responses in regular font immediately thereafter. Form 10-K for the Fiscal Year Ended December 31, 2023 General 1. We note your active solicitation of the public to use your product to effect customer securities transactions through your platform and that you provide certain analytics, including your GoNoGo Trend® indicator, that appear to advise investors on the merits of particular trades. Please provide a detailed analysis of why you are not required to register as a broker under the Securities Act of 1934. Response: Under Section 15(a)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), unless an exception is available, it is generally unlawful for a “broker” or a “dealer” to make use of the mails or any means or instrumentality of interstate commerce to effect any transactions in, or to induce or attempt to induce the purchase or sale of, any security (with certain exceptions), unless the broker or dealer is registered with the Commission.1 Section 3(a)(4) of the Exchange Act defines a “broker” as “any person engaged in the business in the business of effecting transactions in securities for the account of others.”2 The definition focuses on three elements such that a broker must: (i) be “engaged in the business,” (ii) of “effecting transactions in securities,” (iii) “for the account of others.”3 Often, courts apply a “facts and circumstances” analysis in evaluating whether a person has acted as a broker, with no single element being dispositive.4 The Company has outlined below the reasoning for its good-faith belief that it does not meet the definition of a “broker,” and thus, is not required to register as such under the Exchange Act. 1 Exchange Act § 15(a)(1). 2 Exchange Act § 3(a)(9). 3 Robert L.D. Colby, Lanny A. Schwartz and Zachary J. Zweihorn, What Is a Broker-Dealer? in Broker-Dealer Regulation § 2:2.1 (Clifford E. Kirsch ed., 2020). 4 Id. “Engaged in the Business” This element has been interpreted by courts to suggest a certain “regularity” of participation in purchasing and selling activities rather than a few isolated transactions, with two important factors to consider when determining such “regularity of business”: (i) the number of transactions and clients, and (ii) the dollar amount of securities sold.5 The Company itself does not participate in any purchasing and selling activities on behalf of investors or issuers. Rather, the Company serves as a subscription-based financial technology platform that offers real-time proprietary analytics, stock and options news, and other educational materials. In other words, the Company does not participate in purchasing and selling activities, but rather, makes financial data available to persons who may decide to purchase or sell securities. Therefore, the Company does not participate in and is not engaged in the business of purchasing and selling activities for its subscribers. In addition, courts and the Commission have identified other factors which indicate that a person is “engaged in the business,” including (i) receiving transaction-related compensation, (ii) holding oneself out as a broker, as executing trades, or as assisting others in settling securities transactions, and (iii) soliciting securities transactions (including advertising).6 In the Commission’s no-action guidance and enforcement actions, receiving commissions or transaction-related compensation (i.e., compensation based, directly or indirectly, on the size, value or completion of any securities transactions) is one of the determinative factors in deciding whether a person is a “broker.”7 First, the Company does not receive any such transaction-related compensation. The Company employs a subscription-based Software as a Service business model in which subscribers pay a set fee for monthly or yearly subscriptions to the Company’s software platform which is not in any way based upon the size, value or completion of any subscriber’s transactions in securities. If any subscriber wishes to complete a securities transaction based on the information provided by the Company’s software platform, the subscriber must do so through a stock broker or otherwise outside of the Company’s platform, and the Company receives no compensation based on any such securities transaction. Second, the Company does not hold itself out as a broker, as executing trades, or assisting others in settling securities transactions. Rather, the Company maintains trading integrations with the online brokerages E*Trade and TradeStation which allow the Company’s subscribing members to execute trades through E*Trade or TradeStation via a link from the Company’s platform interface. The trades themselves are executed by and through the brokers trading platforms, and the Company simply integrates access to such brokerages within its platform. Finally, the Company does not solicit securities transactions. Rather, the Company’s platform is comprised solely of stock and options trading analytics, and educational programs and resources. Because the Company does not satisfy any of the factors outlined above, the Company believes that it does not meet the “engaged in the business” element in the definition of “broker” under the Exchange Act. “Effecting Transactions in Securities” According to courts and the Commission a person “effects transactions in securities” if the person participates in such transactions “at key points in the chain of distribution.”8 Such participation may include, a number of activities varying in level of importance. Stronger indicators include (i) assisting an issuer to structure prospective securities transactions, (ii) soliciting securities transactions (including advertising), and (iii) taking, routing, or matching orders, or facilitating the execution of a securities transaction.9 The Company does not assist issuers in structuring prospective securities transactions. As stated above, the Company does not solicit securities transactions, but rather, maintains a platform comprised solely of stock and options trading analytics, and educational programs and resources. Finally, the Company does not take, route, or match orders or facilitate the execution of securities transactions. Moderate indicators include (iv) helping an issuer to identify potential purchasers of securities and (v) handling customer funds or securities, neither of which are services offered or undertaken by the Company.10 Weaker indicators include (vi) making evaluations as to the merits of an investment or giving advice and (vii) preparing and sending transaction confirmations (other than on behalf of a broker-dealer that executes trades).11 While the Company does provide stock and options trading analytics through features such as real-time proprietary alerts, stocks and options scanners, financial news, institutional grade charting and proprietary analytics to its users, the Company does not make evaluations as to the merits of an investment or give advice to its customers. The Company’s features simply display financial information to the users which the users must then use to make their own investment decisions. For example, the Commission noted the “GoNoGo Trend® indicator, that appear[s] to advise investors on the merits of particular trades.” This feature is a non-exclusive, licensed product that has been integrated into the Company’s software platform that displays a color-coded system regarding the strength of a stock’s momentum using multiple technical indicators. As stated on the Company’s website, a subscriber’s use of this indicator is not as simple as buying or selling when a specific color appears and should be used in combination with other indicators for more informed trading decisions. In addition, the Company does not prepare or send transaction confirmations as such confirmations are handled by online brokerages (i.e., E*Trade and TradeStation). Other indicators include (viii) screening potential participants in a transaction for creditworthiness and (xi) negotiating between the issuer and the investor.12 The Company does not offer any products or services related to creditworthiness or negotiation between issuers and investors. 5 See Robert L.D. Colby, Lanny A. Schwartz and Zachary J. Zweihorn, What Is a Broker-Dealer? in Broker-Dealer Regulation § 2:2.4 (Clifford E. Kirsch ed., 2020) (and the sources cited therein). 6 Id. 7 See Robert L.D. Colby, Lanny A. Schwartz and Zachary J. Zweihorn, What Is a Broker-Dealer? in Broker-Dealer Regulation § 2:2.6 (Clifford E. Kirsch ed., 2020) (and the sources cited therein). 8 See Robert L.D. Colby, Lanny A. Schwartz and Zachary J. Zweihorn, What Is a Broker-Dealer? in Broker-Dealer Regulation § 2:2.2 (Clifford E. Kirsch ed., 2020) (and the sources cited therein). 9 Id. 10 Id. 11 Id. 12 Id. Many of the factors listed above are not in themselves sufficient to trigger broker registration, but rather indicate broker activity in conjunction with other criteria, especially the presence of transaction-related compensation.13 As stated above, the Company earns money through set monthly or annual customer subscription fees as opposed to transaction-related compensation, and because the Company does not satisfy the factors listed above, the Company does not believe it meets the “effecting transactions in securities element” in the definition of “broker” under the Exchange Act. “For the Account of Others” In order to be considered a “broker,” a person must be in the business of effecting transactions in securities for others, not itself.14 The Company does not have any authority or control over the securities accounts of its subscribers. Based upon the foregoing analysis it is clear that the Company is not a broker and therefore is not required to register as such under the Exchange Act. 2. Please provide a comprehensive legal analysis regarding whether the Company (or any of its subsidiaries) currently meets the definition of an “investment company” under Section 3(a)(1)(A) of the Investment Company Act of 1940 (the “1940 Act”) or met such definition at any point during the most recent 12 fiscal quarters. In your response, please address, in detail, each of the factors outlined in Tonapah Mining Company of Nevada, 26 SEC 426 (1947) and provide legal and factual support for your analysis of each such factor. Response: The Company is not an investment company under Section 3(a)(1)(A) of the 1940 Act because it is not, and does not hold itself out as being, primarily engaged in the business of investing, reinvesting, or trading in securities. The 1940 Act contains two primary tests for identifying an investment company, both of which must be considered independently. The Company could be deemed an investment company under Section 3(a)(1)(A) if it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities. Alternatively, the Company could be deemed an investment company under Section 3(a)(1)(C) if it is engaged in, or proposes to engage in, the business of investing, reinvesting or trading in securities and owns, or proposes to acquire, “investment securities” having a value exceeding 40% of the value of its total assets (exclusive of cash items and government securities) on an unconsolidated basis. 13 Id. 14 Robert L.D. Colby, Lanny A. Schwartz and Zachary J. Zweihorn, What Is a Broker-Dealer? in Broker-Dealer Regulation § 2:2.5 (Clifford E. Kirsch ed., 2020) (and the sources cited therein). Sections 3(b) and 3(c) of the 1940 Act, as well as certain rules promulgated under these and other provisions of the 1940 Act, provide certain exclusions or exceptions from the foregoing definitions. Notably, Section 3(b)(1) contains one of the many statutory exceptions to the definition of “investment company.” That section states that, notwithstanding Section 3(a)(1)(C), “[a]ny issuer primarily engaged, directly or through a wholly-owned subsidiary or subsidiaries, in a business or businesses other than that of investing, reinvesting, owning, holding, or trading in securities” is not an investment company within the meaning of the 1940 Act. Whether an issuer is engaged primarily in the “business of investing, reinvesting, or trading in securities” under Section 3(a)(1)(A) or is primarily engaged in a “business or businesses other than that of investing, reinvesting, owning, holding, or trading in securities” under Section 3(b)(1) is in each case largely a factual question, and the answer depends upon the actual business activities of the issuer.15 The primary test to determine whether an issuer is “primarily engaged” in a business for purposes of Section 3(a)(1)(A) and Section 3(b)(1) is the five-factor analysis (the “Tonopah Factors”) described in Tonopah Mining Corp. of Nevada, 26 S.E.C. 426 (1947) (hereinafter “Tonopah”), with an emphasis on how a reasonable investor would view the issuer when considering the totality of such factors.16 Specifically, the Tonopah Factors require analysis of (1) an issuer’s historical development, (2) its public representations of policy, (3) the activities of its officers and directors and, most importantly, (4) the nature of its present assets and (5) the sources of its present income. The Company believes that an analysis of each of these factors demonstrates that the Company does not fall within the definition of an investment company under Section 3(a)(1)(A) and that it is able to rely on Section 3(b)(1), separate and apart from the analysis of the Company under Section 3(a)(1)(C). As requested, the Company has set forth below its analysis of each of the Tonopah Factors as follows: Historical Development. Since December 1, 2015, the Company has engaged either directly, and beginning in 2024, indirectly through its sole wholly owned operating subsidiary, Blackbox.io Inc., in the business of developing and operating a financial technology platform with integrated analytical tools. The Company has, during such period, consistently developed and operated its platform on which subscribers can obtain access to data, utilize software tools and engage in educational livestreaming, access a wide array of video and graphic content, and participate in community events and discussions. Among other steps the Company has taken in furtherance of its business, the Company has engaged in research, development and marketing of its proprietary technology, platform and related services; made its platform available online to retail subscribers for set monthly and/or annual fees; and supported technology initiatives that are consistent with its commercial purposes. Revenues from the Company’s business have been primarily derived from subscription and licensing of its software. The history of the Company demonstrates the Company has had primary, significant, consistent and continuous commercial