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State of Crypto M&A: How It’s Shaping the Industry w/ Ricky Tan From Tokendata


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Slides from Flippening Podcast Episode #68 with Ricky Tan from TokenData

This deck covers:
• How TokenData got started in crypto M&A
• The history of crypto M&A (2013 – present)
• Acquihires vs. asset acquisitions
• Different types of crypto M&A
• Why 2018 was such a big year for crypto M&A
• Financial M&A vs. strategic M&A
• How crypto firms can use reverse mergers to get publicly listed
• M&A as a way to overcome regulatory hurdles
• When exchanges like Coinbase acquire crypto startups
• Decentralized M&A
• The first token mergers
• The global nature of crypto M&A
• Why crypto exchanges haven’t consolidated – yet
• Where TokenData gets its information
• TokenData’s business model

Published in: Economy & Finance
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State of Crypto M&A: How It’s Shaping the Industry w/ Ricky Tan From Tokendata

  1. 1. arbarians on the Blockchain TokenData | Research A comprehensive review of Crypto M&A
  2. 2. The information contained in this publication is of a general nature only. It is not meant to be comprehensive and does not constitute the rendering of legal, tax or other professional advice or service by TokenData Inc ("TokenData"). TokenData has no obligation to update the information as law and practices change. The application and impact of laws can vary widely based on the specific facts involved. The materials contained in this publication were assembled in September 2019 and were based on the law enforceable and information available at that time. This publication contains material, including but not limited to software, text, graphics and images (collectively referred to as the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third-parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use, copy or display the Content except as permitted by TokenData. No other use is permitted without our prior written consent. DISCLAIMER TokenData | Research
  3. 3. Table of Contents 1. Introduction 2. Review 3. M&A Deep Dives 4. Decentralized M&A 5. Key Takeaways TokenData | Research
  4. 4. Introduction While the cryptocurrency industry* is still in its infancy there has been a rise in mergers & acquisitions involving crypto companies. However, beyond anecdotes, press releases and high level summaries, there haven't been any thorough or forward-looking analyses, until now. *We take a broad interpretation including blockchain technology and DLT (Distributed Ledger Technology) companies NUMBER OF DEALS 350 TOTAL DEAL VALUE $4 Billion MOST ACTIVE ACQUIRER Coinbase 2018 AVERAGE DEAL VALUE $10M MOST COMMON DEAL TYPE Acquihire LARGEST TRANSACTION Circle - Poloniex TokenData | Research MOST ACTIVE YEAR
  5. 5. Review 1. Deal Activity 2. Deal Value TokenData | Research
  6. 6. TokenData | Research Review: Deal Activity *2019 Deal Activity is estimated at 92 acquisitions. At the time of publication in November 2019, 77 deals had been confirmed so far. 350 acquisitions involving cryptocurrency and blockchain companies have taken place since 2013. M&A activity peaked in 2018 with more than 160 deals, and we estimate 90-100 deals* for 2019. While deal activity can reflect value creation it can also represent an industry struggling to find (product) market fit. Digging into deal types, stakeholders and dynamics will paint a better picture. M&A activity is volatile and seems positively correlated to crypto prices and industry sentiment. Monthly activity peaked in early 2018 as prices and industry attention soared. Although more time and observations are needed for a robust conclusion about the correlation with price, we uncover other drivers of deal activity in this report's deep dives. Monthly deal activity (left axis) vs Monthly price of Bitcoin (right axis) Annual deal activity (number of announced deals)
  7. 7. TokenData | Research Review: Deal Value We estimate total deal value at $4 Billion since 2013*, with $2.8B of M&A activity in 2018 and $700M in 2019. These figures might sound impressive, but are small compared to the total network valuation of cryptocurrency networks ($200B+) and M&A value in other tech sectors**. This makes sense given the early stage of this industry: most companies are less than 5 years old and a significant IPO seems years away. ACQUIRER TARGET YEAR SIZE SIGNIFICANCE Circle Poloniex 2018 $400M Largest acquisition to date, but Poloniex has since spun-out BK Global Consortium Bithumb 2018 $350M Buy-out of Korean exchange by a financial buyer consortium Lightyear Chain 2018 $350M Development team (Lightyear) of a public blockchain (Stellar) engaging in M&A TRON Bittorrent 2018 $125M Largest acquisition to date by an ICO- funded team (TRON) Coinbase EARN 2018 $100M Talent & technology Coinbase Venovate/ Keystone 2018 $10-25M Regulatory driven M&A Galaxy Digital Bradmer Pharmaceutical 2018 N/A Reverse merger Kraken Cryptofacilities 2019 $100M Acquisition of a regulated derivatives platform Coinbase Custody Xapo Custody 2019 $55M Horizontal merger of custody businesses Facebook Chainspace 2019 $5-10M Acqui-hire of blockchain development team to work on Libra project Binance JEX 2019 N/A Acquisition of a derivatives platform Coss ARAX 2019 <$5M The industry's first token merger A closer look at marquee transactions and interesting deals shows only one $100M+ transaction in 2019, versus five in 2018. However, 2019 has seen interesting acquisitions such as the acquisitions by Facebook for its Libra project, the consolidation in the crypto custody space (Coinbase-Xapo custody) and the first token merger. *While most acquisition announcements are public, key details and deal value are typically not disclosed. We've estimated the value-range for each acquisition and plotted the annual totals. We have used confirmed deal values (public and confidential) and extrapolated the associated multiples for the unconfirmed deals.
 **$FILE/EY-Software-Overview-March-2019.pdf Annual deal value estimates (black vertical line indicates the range of estimates)
  8. 8. 1. Financial vs Strategic 2. Sectors 3. Exchanges 4. Acquihires & Technology M&A Deep Dives TokenData | Research
  9. 9. Financial vs Strategic: Not all M&A is created equally We can split deal activity into two categories: Financial and Strategic M&A (description in table). 2018: Financial M&A with obscure motives
 As shown in the graph, Financial M&A outpaced Strategic M&A in 2017 and matched it in 2018. A closer look at the Financial M&A activity shows that many acquisitions consisted of a) defunct non- crypto companies turning into crypto investment companies (e.g. Long Island Blockchain) by acquiring small cryptocurrency startups and b) reverse mergers, in which private crypto companies acquired listed shell-companies. 2019: Strategic M&A continues its strength
 The opportunistic and sometimes obscure Financial M&A disappeared during the market correction in 2018 and has been absent in 2019. Strategic M&A has held up well, with a projected 70 deals for 2019. While total deal activity has dropped 50% year- on-year, the consistency of Strategic M&A is a positive sign of cryptocurrency startups working on market-fit. DEAL TYPE STRATEGIC M&A FINANCIAL M&A Deal Purpose Strategic: Consolidation, Talent, Technology, Vertical Integration Financial: Investment Returns Deal Types Acqui-hire, Technology tuck-in, Horizontal/Vertical Merger, Diversification (Leveraged) Buy-Out, Reverse Merger, Portfolio Investment Typical Buyers Exchanges, Infrastructure Projects Investment Funds, Private Equity Annual deal activity split by deal type
  10. 10. Sectors: Funds & exchanges in the front seat of acquisitions >50% of M&A is done by investment funds and exchanges: Investment funds* and cryptocurrency exchanges are the most active acquirers. Combined, they represent more than half of all deal activity and deal value. Exchanges as prolific strategic buyers: Trading and speculation are crypto's first killer-app. The rising prices, positive market sentiment and annualized volatility above 100% have mainly benefited exchanges such as Coinbase/Binance/Kraken, giving them the necessary cash reserves and networks to engage in acquisitions. "Pay to Play": Non-crypto companies have been acquiring cryptocurrency startups to increase their industry presence. The majority of these acquisitions are talent-focused acquihires. For example, Facebook has acquired two startups (Chainspace & Servicefriend) for its Libra and Calibra development efforts. *This does not include venture capital funds investing in cryptocurrency startups, but covers niche Private Equity funds and Investment Vehicles acquiring cryptocurrency companies as a whole. Crypto Infrastructure & Mining: Crypto infrastructure companies and development teams of protocols and decentralized applications (dapps) have also been active, with 40 acquisitions. Mining companies were very active before the market correction in 2018, but have been largely absent in 2019. Deal value per sector (horizontal axis) vs Deal activity per sector (vertical axis)
  11. 11. Exchanges: Coinbase is the M&A powerhouse Exchanges and trading-related companies are the most active strategic buyers. But which companies are the active dealmakers in the space? Coinbase is the leader in Strategic M&A with 16 acquisitions. While the company's M&A strategy mainly consists of acquihires and technology "tuck-ins", it has also engaged in two significant acquisitions such as Earn ($100M) and Xapo's custody business ($55M). Kraken and Coinsquare follow Coinbase, with Kraken involved in 7 deals and Coinsquare (a Canadian cryptocurrency exchange) in 5 deals. A significant transaction was Kraken's $100M acquisition of Cryptofacilities, a regulated cryptocurrency derivatives exchange based in the UK. Where's Binance? Despite its size, growth and breadth of offerings, Binance has engaged in "only" 3 public acquisitions (Trustwallet, JEX, Wazirx) so far. However, Binance does have significant investments in other crypto companies and partnerships that have the same strategic effects as M&A. ACQUIRER TARGET REGULATORY ANGLE COUNTRY Bakkt RCG Bakkt acquired assets of futures broker RCG which Bakkt quoted "will contribute to our regulator...operations" USA Circle Seedinvest Circle acquired equity crowdfunding platform Seedinvest which is a registered broker-dealer. Seedinvest was also approved as an ATS USA Coinbase Venovate/ Keystone/ Digital Wealth Coinbase acquired three entities in order to become a FINRA registered broker-dealer in addition to getting appropriate ATS (Alternative Trading System) and RIA (Registered Investment Advisor) licenses USA Huobi BitTrade Asia-based crypto exchange Huobi acquired Japan-based Bittrade, making Huobi 1 of 17 exchanges in Japan that are offically licensed to trade crypto Japan Kraken Cryptofacilities Kraken acquired the UK-based crypto derivatives exchange Cryptofacilities. Cryptofacilities is regulated by the UK Financial Conduct Authority UK Smartlands Shojin Smartlands, a Security Token Issuance platform, acquired UK- based Shojin Financial Services allowing Smartlands to issue and sell real-estate linked security tokens UK Primus Crypto exchange acquired UK-based FX brokerage Primus Capital Markets, which is regulated by the UK Financial Conduct Authority UK Uphold JNK Crypto exchange Uphold acquired JNK Securities Corp, a licensed broker-dealer USA M&A as a way to overcome regulatory hurdles: M&A is used by cryptocurrency exchanges as a strategic tool to gain regulatory approval in certain jurisdictions or for certain products. They do so by acquiring a company which has the relevant regulatory licenses. We count 15 deals (some examples below) that have taken place since 2018 and explicitly mention regulation as an important aspect of the acquisition in their announcements.
  12. 12. Acquihires & Technology Tuck-ins drive strategic M&A activity To understand the rationale of each acquisition we have categorized all acquisitions into three different strategic types: Talent & Technology Tuck-Ins* are the most common type of strategic M&A within the cryptocurrency industry and have been steady throughout 2018 and 2019. The focus on acquihires and early-stage technology acquisitions suits nascent industries. Horizontal mergers represent only a quarter of all strategic deal activity. However, they make up more than half of strategic deal value as they typically represent the consolidation of larger and more mature businesses. Diversification deals are a mixed bag. Within this category fall acquisitions in which crypto companies acquire traditional financial institutions for their regulatory licenses (e.g. Coinbase, Bakkt, Kraken) and acquisitions in which cryptocurrency protocols acquire non-crypto companies for their existing user base (e.g. Tron and Bittorrent). RATIONALE TUCK-IN HORIZONTAL DIVERSIFICATION Size Small (<$10M) Large ($10M<x<$500M) All Strategy Acquire early stage startups for people and tech Merge with a company in the same space Acquire a company in a different sector Focus Talent, Technology Market share, Geography, Regulation New business lines/products, Regulation Endresult Team, products, brand are absorbed by acquirer Target company operates standalone, or gets (partially) rebranded Full integration or standalone operation Examples Kraken - Interchange Coinbase - Paradex Facebook - Chainspace Coinbase - Xapo Custody Circle - Poloniex Kraken - Cryptofacilities Tron - Bittorrent Coinbase - Keystone Circle - Seedinvest 120 56 34 Diversification Horizontal Merger Tuck-in Acquisition $680 $1,371 $502 Strategic Deal Activity** Strategic Deal Value** Strategic M&A activity (split by deal rationale) **Strategic Deal Activity & Deal Value are calculated using all deals categorized as strategic deals since 2013 *Talent & Technology Tuck-Ins:
  13. 13. TokenData | Research 1. A framework for Decentralized M&A 2. M&A by protocol and dapp projects 3. The first token mergers 4. Mapping deals Decentralized M&A
  14. 14. A framework for Decentralized M&A: Protocol mergers and token takeovers The analysis so far has focused on concepts that are common in "traditional" finance and the merger of centralized companies. In this section we look at how cryptocurrency networks can merge. Decentralized M&A has not happened (yet): A handful of thought pieces* have theorized what mergers of decentralized cryptocurrency networks might look like and the questions that arise. For example: how would a merger of two competing privacy cryptocurrencies take shape? Or how can a decentralized prediction market launch a hostile takeover of a competitor? Unsurprisingly - this pure form of "Decentralized M&A" hasn't happened yet, as many cryptocurrency networks are still early in their development and run by centralized companies and foundations. Crypto-native M&A concepts: However, as the current batch of cryptocurrency networks and blockchain projects mature - and the degree of decentralization increases - new stakeholders, concepts and mechanisms will appear in the M&A process. We have summarized a few concepts and mechanisms of "Traditional M&A" and speculated about their crypto-native or "Decentralized M&A" counterparts. Live experiments: In addition, we are seeing some attempts to put theory into practice, as evidenced by the M&A activity by development teams and exchange of tokens instead of equity and/or cash. We look at these examples in the remainder of this section. CONCEPTS TRADITIONAL M&A DECENTRALIZED M&A Stakeholders Shareholders, Board, Management Cryptocurrency/Token Holders, Development Team, Foundation, DAOs Transaction Price Cash/Equity/Goodwill Cryptocurrency Tokens/Coins Mechanism Target shareholders receive cash or equity from acquirer Token mergers/swaps Valuation Methods Multiples, Cash Flow Analysis Realized/Future Market Capitalization, "crypto native" valuation techniques Economies of Scale & Synergies Efficiency, Cost Cutting, Branding, Intellectual/ Technological Protocol Development, (Potential) Increase in Decentralization and/or Security of the network Transparency Auditor On-chain intelligence/audit Value Maximization Fairness Opinions, Tax Crowdsourced or Decentralized Prediction Markets Hostile Takeovers & Defense Tactics Poison Pill "Activist" token holders or developers can fork the protocol Governance & Regulation Articles of Association, Bylaws Smart Contracts, Protocol- Level Rules Dealmakers Investment Banks, Law firms - *We highly recommend the following two pieces for background reading:
 - "Protocol M&A" by Ryan Selkis:
 - "What the First Token Hostile Takeover Could Look Like" by Andy Bromberg:
  15. 15. M&A by protocol and dapp projects: Deal types and rationale While true "Decentralized M&A" is yet to happen, there has been significant M&A activity from the development teams of cryptocurrency networks. Many of these development teams aspire to create a decentralized protocol or application and M&A can be a useful strategic tool as they seek to transition. We have identified 3 different deal types by these teams. 1 - Development Acceleration: acquisitions by decentralized protocol development teams. Very similar to tuck-in acquisitions these deals are focused on talent (acquihires) and technology. We have seen a few ICO- funded teams engage in this. 2 - Customer Expansion: acquisitions of non-crypto companies/networks with an existing user-base. Instead of growing a user-base organically, new users are acquired and have to start using the cryptocurrency network and/ or tokens. 3 - Protocol Commercialization: acquisitions by development teams with the ultimate goal to commercialize their open source cryptocurrency protocol. For example, Lightyear - an entity formed by the Stellar development team - merged with Chain - a corporate blockchain company. The merged company was rebranded as "Interstellar" and brings Chain's customers to the Stellar blockchain. ACQUIRER TARGET TYPE COMMENTS Monster Byte Gambling platform Moneypot Gambling platform Development Acceleration Monster Byte acquired Moneypot and integrated its technology, talent and patents after shutting Moneypot down Chainlink Oracle network Town Crier Oracle network Development Acceleration Chainlink acquired Town Crier to integrate its technology into the Chainlink network. Metal Pay Crypto payment application Crumbs Crypto mico- investing application Development Acceleration Metal Pay - an ICO funded company - acquired crypto startup Crumbs in order to add its functionality to the Metal Network Perlin Dapp blockchain Dispatch Labs Corporate blockchain company Development Acceleration Perlin acquired the patents of a corporate blockchain startup Dispatch Labs XYO Network Location tracking network GEO Location tracking network Development Acceleration XYO Network acquired GEO for its talent (acquihire) TRON Dapp blockchain Bittorrent File sharing Customer Expansion TRON acquired Bittorrent to gain additional users TTC Decentralized social network Alive (non-crypto) video sharing application Customer Expansion TTC acquired video sharing startup Alive (outside of the crypto space) to gain users Lightyear Commercial entity of the Stellar blockchain development team Chain Corporate blockchain development company Protocol Commercialization Lightyear and Chain merged to form Interstellar, a company focused on commercial use for the Stellar blockchain
  16. 16. The first token mergers 2019 saw the first cases of token mergers. After the ICO and token-sale hype of 2017 it was a matter of time until overfunded crypto projects would struggle with traction and look to merge with one another. We found two examples: 1. TRONAce & TRONDice: In April 2019, two gambling applications running on the TRON blockchain - each with their own token - announced that TRONAce had acquired TRONDice and that TRONDice tokens would be merged/swapped into TRONAce tokens. 2. COSS & ARAX (a.k.a LALA): In April 2019, Singapore-based crypto exchange COSS and crypto wallet ARAX announced they would merge. Both companies had raised funds in 2017 through ICOs issuing utility tokens. Post merger, the projects' token holders have swapped the original tokens to a new token representing the merged entity. Although both mergers weren't strictly speaking "decentralized" as the projects involved were traditional companies, it is interesting to take a closer look at how they unfolded from a token perspective. In the case of COSS- ARAX, the amount of public information and on-chain data allowed us to take a closer look and reflect this in the timeline on the right*. COSS-ARAX Merger COSS ARAX/LALA Type of business Cryptocurrency exchange ( Company that has developed a cryptocurrency wallet called LaLa ICO Details Raised $3M in 2017 Raised $20M in 2017 Original Token Name COSS LALA Price of token T-1** $0.078 $0.0025 *Due to lack of transaction data for TRONAce-TRONDice, we have only focused on COSS-ARAX
 **T-1 is the day before the deal announcement • 24 April - Deal Announcement:
 COSS and ARAX (a.k.a. LaLa World) announce the token merger. • 3 May: First merger proposal
 COSS and ARAX propose three different token merger structures for their users to vote on. • 13 May: Second merger proposal 
 COSS and ARAX teams decide to scrap public vote. COSS and ARAX (LALA) token holders will swap their tokens into a new token called ARX by depositing their tokens on the COSS exchange. Swap ratios as follows:
 COSS : ARX = 1:1
 LALA : ARX = 10:1 • 12 June: Final merger proposal 
 ARX is scrapped, new token will be called COS. Swap ratios as follows:
 COSS : COS = 1:1
 LALA : COS = 10:1 • 25 June: Start of token swap
 COSS and LALA holders have to deposit their tokens to the COSS exchange to swap them into the new COS tokens. Swap will last for at least 3 months. • 30 September: $1.6M of tokens swapped*
 On-chain analysis of COSS and LALA token transfers show that approximately $1.6M of tokens were swapped into the new token (COS) by September 2019
 COSS-ARAX (LALA World) Token merger *On-chain data was supplied by TokenAnalyst (, calculations our own
  17. 17. Mapping deals in a centralized-decentralized matrix Lightyear (Stellar) - Chain "Decentralized" M&A Protocol Mergers Hostile Token Takeovers Decentralized Acquirer Centralized Acquirer Centralized Target Decentralized Target Chainlink - Town Crier XYO Network - GEO TokenData | Research Tron - Bittorrent Perlin - Dispatch TTC - Alive MonsterByte - Moneypot TRONAce - TRONDice COSS - ARAX (LALA) Metal Pay - Crumbs This graphic illustrates where the mergers and acquisitions involving protocol and dapp development teams sit on a centralized-decentralized matrix (for both acquirer and target). Since there is no objective measure, the scale is only relative, e.g. we placed the TRONAce - TRONDice merger in the top right quadrant because it involves two dapps and the mechanism used was a token merger. In comparison while COSS - ARAX (LALA) also used a token merger mechanism, the two entities were highly centralized. In the top-right is the hypothetical case of Decentralized M&A where both entity and mechanism fit squarely in the decentralized camp. We leave it to the readers to consider whether the rubicon of decentralization has been crossed, and feedback is welcome!
  18. 18. To summarize, we have analyzed 350 deals from 2013-2019 in order to understand what role M&A plays within the cryptocurrency industry. Looking to the future we have considered what "Decentralized M&A" could look like, and assessed transactions that provide clues. Takeaways TokenData | Research
  19. 19. INDUSTRY MATURITY FUNDING VOLATILITY The cryptocurrency industry hasn't been shy to engage in M&A. 350 acquisitions have taken place since 2013, representing $4B of value. Whilst meaningful within the industry, both activity and value are relatively small compared to the public valuation of cryptocurrency networks and M&A in other tech sectors. The cryptocurrency space is still relatively young, and M&A activity is a reflection of crypto companies iterating and using acquisitions as a strategic tool. Most cryptocurrency companies are funded by venture capital firms. In the absence of a large IPO in the foreseeable future, and the young vintages of most crypto VCs, M&A is not a fund-returning exit strategy yet. M&A activity is volatile and shows signs of positive correlation with cryptocurrency prices. The extreme price run- up in late 2017 drove a surge in sometimes opportunistic Financial M&A. The subsequent price collapse and recovery have created a climate in which Strategic M&A prevails. Key Takeaways TokenData | Research
  20. 20. COMPANIES & STRATEGY DECENTRALIZATION Cryptocurrency exchanges such as Coinbase and Kraken have emerged as the most prolific strategic acquirers in the space. Acquihires (talent) and technology focused acquisitions have been the most common strategic type, and we expect this to continue for the foreseeable future. True "Decentralized" M&A has not happened yet. However, development teams have been actively acquiring companies to help them transition from a centralized starting point to a more decentralized end-state. Moreover, 2019 saw the rise of token mergers, which could be an important mechanism in Decentralized M&A. There have been clear signs of exchanges using M&A to meet different countries' regulatory requirements. With the regulatory landscape evolving at high speed, M&A will become an even more attractive strategy for crypto companies in their quest for global regulatory compliance. REGULATION Key Takeaways TokenData | Research
  21. 21. ‣ E-Mail: ‣ Twitter: @tokendata ‣ Web: Contact ABOUT US TokenData | Research The cryptocurrency industry needs more independent data providers and better insights to progress. With that in mind, we launched TokenData in 2017 as one of the first crypto resources providing free and unsponsored data about all tokens and token sales (ICOs) to shed light on the good, the bad and the sometimes ugly things happening in our nascent industry. Since our launch we have provided data and insights to the broader cryptocurrency community, media outlets and other crypto startups, and have worked for cryptocurrency investors, venture capital funds, investment banks and global regulators on data and diligence projects. We'd love to receive feedback about this report, feel free to reach out to us via any of the following channels: ‣ Ricky Tan: ‣ Ralf Taner: Authors
  22. 22. The information contained in this publication is of a general nature only. It is not meant to be comprehensive and does not constitute the rendering of legal, tax or other professional advice or service by TokenData Inc ("TokenData"). TokenData has no obligation to update the information as law and practices change. The application and impact of laws can vary widely based on the specific facts involved. The materials contained in this publication were assembled in September 2019 and were based on the law enforceable and information available at that time. This publication contains material, including but not limited to software, text, graphics and images (collectively referred to as the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third-parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use, copy or display the Content except as permitted by TokenData. No other use is permitted without our prior written consent. DISCLAIMER TokenData | Research