EFTA00292401.pdf

A Andra Capital Technology Growth Fund EFTA00292401 Technology growth fund focused on private late stage Silicon Valley companies EFTA00292402 Executive Summary Andra Capital is a late-stage, Silicon Valley technology growth fund with an optional tokenized liquidity feature 30%+ target IRR returns, comparable to top-tier VCs Asset backed, tradable and regulatory compliant security token "Silicon Valley Coin" (SVC) • Democratizing venture capital through blockchain technology, providing access to US and global investors • Option to cash out and realize investment returns without typical waiting period of 7-10 years Illustrative SVC Ownership Interests wish X3andMe - &airbnb Q Palantir GitHub NA 0 stripe SOFT: MMARPETA Bloomenergy 1.1leap Hoa rl ogOt coinbase ZocDoc %%slack Cj DiDi COHEcITY Eventbrite aeon° proteus Affirm C;) Couchbase Global Indices IRR (10-year average) $vc -4% ssr -2% 0% a ANDRA FUND TARGET IRR - 30N 10% 6% ■ 12% 20% 40% HSI Nikkei MI Nasdaq Madan Top Top 5% US VC Quango US VC US VC 3 EFTA00292403 Summary of the Offering Inception Offering Investment Objective Target Return Investment Strategy Pro forma Allocation Minimum Investment Management Fee Management Incentive Fund Life Q3 2018 Up to US $1 Billion Long-term superior capital appreciation 30%+ IRR Targeted Andra Capital allocates 80% of funds toward aggressive, un-leveraged investments in leading private late stage US technology companies while the balance of the fund is distributed amongst active investments in earlier stage companies where Andra partners have domain experience. This "portfolio approach" produces a low risk, high-reward model for the investors 80% Late-stage/Growth Investments / 20% Discretionary/Structured investments $5,000,0001 2% + 1%2 Premium annually 20% management carried interest Perpetual 1) Self-serve on-boarding with lower min. subscription available for retail investors. 2) Premium incurred for tokenization, exchange listing, and transferability. EFTA00292404 How SVC Works Buy Silicon Valley Coins Purchase SVCs with Ether, Bitcoin, or Fiat ($USD). Backed By Assets and Investments in Technology Growth Companies Each SVC represents an ownership stake in the Andra Fund portfolio, which is backed by the investments in leading late-stage technology companies. Propel Technology Growth Proceeds from the fund are invested leading late-stage technology companies. Return on Investment Tokenholders may either hold or trade tokens with eligible purchasers, based on the underlying value of the Andra Fund. 5 EFTA00292405 Winning Investment Strategy Produces IPOs • Top 10% decile VCs of invested capital results in >60% of the exit distributions • Fund monitors investment activities of top VCs and identifies their fast growing late stage companies • Acquire stakes in these companies via participation in primary VC-led rounds and secondary transactions • Companies can work with the fund to help their employees achieve partial liquidity or founders and employees can sell their shares directly to the fund • Build a diversified portfolio of companies across the fund KPCB riot SEQUOIA*CAPITAL - ACCEE Li BISSEMER BV NEA. Rine Venturri greylockpartners. BENCHMARK 0 AP I • I. ANDREESSEN HOROWITZ P2Rodpoint U Dropbox Spotify SPACE): Bloomenergy airbnb D°C6 9111-; Palantir wework 'ttrslack coinbase 61/ Hotel Tonight Eventbrite Note: indicative companies that meet (or met prior to MO) Andra's screening criteria. 6 EFTA00292406 Partners Have Closed Over 300 Deals A CALYPSO emongollB n -den Lab QDesk facebook facoverity• POSTMATES Zoc Doc zuora cloudera twitter* IntelePeer SolarCity. VIRTUAL INSTRUMENTS SilverSpring xffzynga Dropbox conduit 01 114arkLogic Violin v MEMORY iginTEIAus Lookout PURESTORAGE XXAPPIRIG 0 FLURRY Linked En mobilvinc. r SUGAR 40ftirg JAWBONE. PROSPER if) Jumptop Palantir eHarmony 'Wish GILT GROUPE hayneedle 0 LifeLock. Avvcr Ltia Rant 7 EFTA00292407 Managing Partners Dr. Hermann Liu Venture investor & Technology Entrepreneur Founding partner of Arbor Ventures • Co-founded the Global Financial Technology in China — acquired by Newscorp > Technology and management positions at Charles Schwab and Morgan Stanley • MPA, Harvard Kennedy School, PhD from Northeastern University, BS from Tsinghua University HARVARD School Kennedy A A ARBOR VENTURES A MorgariStanley chades SCIMAlt Haydar Haba Venture Capitalist & Serial Entrepreneur 70,- 20+ years of building successful companies with disruptive technologies that have generated billions in revenue 70,- Founded and built IntelePeer, raising millions of dollars in VC and growing revenue to over $150mm 70,- Founded Telco214 from launch to revenue of over $100 million 70,- Board member/advisor for several tech companies > Master's and Bachelor's degrees from Florida Institute of Technology Florida Tech IntelePeer the0oudComsruncaocraCarpary Ting Louie Technology Investment Banker • Founding member of NASDAQ Private Market and head of business development for SharesPost; the leading marketplace for private investment transactions • $2+ billion in private transactions completed; companies such as Facebook, Twitter, Linkedln, GoPro, Palantir, TrueCar, SpaceX • Partner at Seed Equity Ventures, Utah- based Venture Capital firm • Sr. Director of Investments and at PwC • Technology investment banker - Deutsche Bank and Jefferies USC Marshall pwc Jefferies Deutsche Bank NASDAQ Private Market 8 EFTA00292408 Team Paul Tuan Managing Director > $10 billion of capital raises, bonds, and private placement transactions > Over 10 years of investment banking and venture capital experience at BAML, Jefferies, US Bancorp, MVP Capital, and White Oak Berkeley $11Ptitt.7E04S renir e Jefferies Bassim AI-Khafaji Partner 70- C-Level executive with 20+ years in global enterprise IT platforms and delivery in capital markets, asset management 70- Strategic technology advisor, joint venture development, emerging technologies evaluation and integration > IT Corporate Governance: COBIT, TOGAF, NIST, GLBA, and cybersecurity initiatives PACE Ns BNP PARIBAS A BallkCtSTIrtla FON J.P.Morgan NO/AURA F F TV,/ HSBC ID Nicole DeMeo Chief Marketing Officer > Silicon Valley veteran, 20+ years accomplished business launch, growth and turnaround expert • C-level contributor and go-to-market strategist creating significantly increased valuations, acquisitions and IPOs 0. Marketing strategist for Steve Jobs, Eric Schmidt and Carly Fiorina; Apple, HP and Accenture; Glispa; Earlybird Venture Capital, The September 11m Fund, New York Community Trust tn.Lispa accenture EARLYBIRDIp Iddo Tal Partner Serial entrepreneur, angel investor, startup coach, public speaker CEO and co-founder of invi Messenger, his 5th startup. Hundreds of talks at events for Google, Stanford Business School, The White House and startup accelerators, and has coached 1,000+ startup CEOs from over 40 countries. invi G a..,vaileo 1 Ey 9 EFTA00292409 Team Continued Jordan Wahbeh Partner • 20+ years of operational excellence in technology, management, service, and business development internationally • Managing Director of Bay Angels, startup advisor and board member Olympus Sky oat) cisto T*c Early Boykins Director, Business Development 70- Over 10 years of partnerships and growth opportunities development 70- 6+ years of experience in blockchain & advising technology startups Roman Glukhovsky Partner • 19 years of investment banking, venture capital and VC funded companies, including Lehman Brothers, Banc of America Securities and Kernel Capital • 24+ direct and secondary technology investments with co- investors such as Founders Fund, 500 Startups, State of NY, Microsoft and Motorola et, Morgan Sta n I ey Banc of America Securities LEHMAN BROTHERS Sa• Regina Liang Analyst • 4 years of strategy and management consulting for Fortune 500 companies OP. Digital and go-to-market strategy, lean business modeling, project management Triage UCSanDiego inFoedge 0 - Coruulting Group 10 EFTA00292410 Andra's World Class Service Providers DLA PIPER Deloitte Legal Counsel Auditor DUFF &PHELPS A F—REE ,ces Compliance & Valuation Fund Admin 11 EFTA00292411 Andra Capital's Technology Growth Fund EFTA00292412 Invest in Multi-Billion Dollar Companies IgA airbnb Eventbrite unity wework 0 Palantir UBER SPACE - . DiDi go TOUTIAO ,ag n.con Bloomenergy coinbase Chi legaizoom stripe ,* slack Bance anaplan z uora • alt feu rics Lookout Cada (A Karma 'G Kabbage Skataccori APTTUS Gptimizety SoFi ,t e ttwmbtack O-O1.JOFLARE. = gEl TOUTIAO magic( leap oscar ♦ FANATIEf 11 Nextdoor robinhood INRIX TANIUM Z X elf;firl" SQUARESPACE 4,;„1 practice f usion prOetiS ► houzz DD *Illustrative potential investment opportunities carbon 3D. 1nMOBI laiSh HIGHTAIL .aitpu actifio Radically Simple EVERNOTE AVANT sunrun 49 inFor 13 EFTA00292413 Investment Approach IPO Andra Capital General Startup Life Cycle Time 14 EFTA00292414 Andra is able to cherry pick from the leading companies from Tier 1 venture capital firms — to achieve high returns with a low risk profile EFTA00292415 Access to High Quality Investments Accel SEQUOIA mongol)} greylockpartners. AN DREESSEN I IOROW I TZ Li E BESSMER VENTURE PARTNERS Highly selective investment targeting Invest alongside best venture investors at right time Seek out and execute on special opportunities to invest in top companies Andra selects strongest portfolio companies of leading venture investors 16 EFTA00292416 Proprietary Investment Process Andra Portfolio of tier 1 VC Companies valued at Portfolio Top 3 in industry Strong management investments over $500mm vertical team EFTA00292417 Investment Approach et. _c 0 w Fund Investment Point Time • Diversified exposure into promising high- growth private companies • Investment anchored last institutional priced primary round • Co-invest alongside top-tier venture capital investors • These three factors mitigate risk and provide higher success ratios than traditional venture capital funds 18 EFTA00292418 Triple Appeal in Deal Selection Late-stage private tech companies ($500mm+) • The largest appreciation capture opportunity now comes prior to the initial public offering • Changes to VC ecosystem have fragmented an asset class traditionally only accessible via top tier VCs and unavailable to new LPs • The ability to access the best venture opportunities is now based largely upon strength of the network in the entrepreneur ecosystem • Non-traditional funding sources have an opportunity to invest at an advantaged time in companies' life cycles 19 EFTA00292419 De-risking Traditional Venture Capital Risks Traditional VC Firms Andra Capital Team High Risk Low Risk Business Model High Risk Low Risk Industry High Risk Low Risk Competitive High Risk Low Risk Technology High Risk Low Risk Pricing High Risk Moderate Risk Timing High Risk Moderate Risk Macro High Risk Moderate Risk EFTA00292420 Investment Timing and Pricing Andra Fund Investment Point 1 2 3 4 5 6 7 8 9 10 --+-Preferred -a-Common YEARS 0 The differential in price between the value of the common stock and preferred stock decreases over time as a potential company approaches an exit event. This creates an investment opportunity to acquire common stock in successful companies. 21 EFTA00292421 The Andra team is powered by entrepreneurs, investors, investment bankers, technologists, and lawyers, to form a strong deal network with access to top-tier investments EFTA00292422 Proprietary Deal Flow Ecosystem Successful Entrepreneur Early Stage Venture Funds Key Angel Investors Private Wealth Management Clients Founders and early company employees with substantial equity positions Looking to liquidate or pare down outsized appreciated positions Late-stage investments that mature outside their investment thesis Entrepreneurs who wish to diversify out of a concentrated position Service Providers Corporate Retirement Plan Clients Advisory Board Members Private Secondary Brokers and IPO attorneys, CPAs, payroll, tax and benefits consultants Companies looking to fund share buyback to facilitate employee liquidity Key strategic partners with contacts within target companies Contacts that are active in trading or sourcing private stock 23 EFTA00292423 Investment Universe 6 million Private companies in the US 100,000 With revenues of $20MM+ 20,000 In the relevant sectors 1,000 Companies valued $100MM +400 Backed by tier 1 VCs 20-40 companies in the Andra Capital portfolio EFTA00292424 Traditional VC Fund Portfolio Structure Management GP VC Fund LLC COMPANY 1 Series A COMPANY 1 Series B COMPANY 1 Series C COMPANY 1 Series 0 I IPO: 10x return COMPANY 2 Series A COMPANY 2 Series B COMPANY 2 Series C 1 Acquired: 3x return COMPANY 3 COMPANY 4 COMPANY 5 Series A Series A Series A COMPANY 3 COMPANY 4 COMPANY 5 Series B Series B Series B COMPANY 3 COMPANY 4 ■ Series C Series C ■ Traditional firms suffer from extremely high Beta to generate returns ■ Every investment needs the potential to be a grand slam COMPANY 6 Series A COMPANY 6 Series B COMPANY 7-20 Series A On average, a traditional early stage VC fund will make —20 investments ■ One investment will provide all the profits of the firm, one or two other investments may profit or break even, and the remainder will stagnate and/or lose all of the investment 25 EFTA00292425 Andra Fund Portfolio Structure Andra Capital GP Andra Fund Denotes Andra's investment timing COMPANY 1 COMPANY 2 COMPANY 3 COMPANY 4 Series A Series A Series A Series A COMPANY 5 Series A COMPANY 6 COMPANY 7 COMPANY 8 Series A Series A Series A COMPANY 3 COMPANY 4 COMPANY 5 Series B Series B Series B COMPANY 7 Series B COMPANY 1 Series B COMPANY 2 Series B COMPANY 6 Series B COMPANY 8 Series B COMPANY 1 COMPANY 2 COMPANY 3 COMPANY 4 COMPANY 5 COMPANY 6 COMPANY 7 Acquired: Series C Series C Series C Series C Series C Series C Series C 1.5x return COMPANY 1 COMPANY 2 COMPANY 3 COMPANY 4 COMPANY 5 IPO: Series 0 Series D Series D Series D Series D 4x return COMPANY 1 COMPANY 2 IPO: Acquired: IPO: Series E Series E 3x return 2x return 5x return IPO: 2x return Acquired: 3x return ■ Andra Fund invests in companies at a later stage; allowing for greater certainty for a return and a larger portion of the portfolio to monetize 26 EFTA00292426 Appendi EFTA00292427 Dr. Hermann Liu • Hermann brings in 20 years experience of investment, entrepreneurship and technology. • Founding partner of Arbor Ventures, a 100-million USD VC fund invests in technology innovation with a focus on financial technology, big data and e-commerce. Portfolio includes companies in P2P lending, mobile payment, credit scoring, recruiting, block chain, machine learning, cloud computing, etc. Another expertise of his is cross-border deals between the US and Asia. The Gross IRR is 25.5%. • Before Arbor, he co-founded the Global Financial Technology (GFT) in China, a Bloomberg-like company which provides news, data and analytics for the institutional clients in the Chinese market. GFT was acquired by Newscorp. • Served in Morgan Stanley and Charles Schwab in various technology and management positions leading the innovation of financial services and products. • Received a MPA (Master of Public Administration) from Harvard Kennedy School and a . from Northeastern University. • Board member of the National Council of Chinese Americans. 28 EFTA00292428 Haydar Haba • Recognized internationally for his technological vision, and is a respected thought leader throughout the Internet and Telecom industries for his accomplishments as business leader and innovator. • Serial entrepreneur with over 20 years of experience building a string of successful companies with disruptive technologies that have generated billions of dollars in revenue. • Founded and built IntelePeer, Telco 214 and others from inception to exit, raising millions of dollars in Venture Capital. • Founder and CEO of IntelePeer, and led the company from inception to over $150 million a year in revenue. • Previously, he was the Founder and CTO of Telco214 where he built the company from launch to over $100 million in revenue. • With deep knowledge and opinions on global cloud-based platforms and technologies, he has been featured in print, broadcast, and online media across the globe. • Significant experience on technology company boards as a member or advisor, as well as IPO experience. • Completed course work in Electrical Engineering and holds Bachelor of Science and Master's degrees from Florida Institute of Technology. He has several patents to his name. 29 EFTA00292429 Ting Louie • Founding team and head of business development for the NASDAQ Private Market. • Leading marketplace for private transactions. • Access to key executives and decision makers across the late-stage private company ecosystem. • Previously head of business development and corporate finance for SharesPost Financial Corporation. SharesPost structured over $2 billion in private investments in companies such as Facebook, Twitter, Linkedln, GoPro, Palantir, TrueCar, SpaceX. • Partner in Seed Equity Ventures, Salt Lake City based technology venture capital firm. • Former technology investment banker - Deutsche Bank Securities and Jefferies & Company. Representative Transactions: Adobe/Efficient Frontier, Visa/PlaySpan, CA/Nimsoft, GSI Commerce / Fanatics Inc., Fujitsu/TrueNet Representative financing clients: eBay, Yelp, Tesla, TomTom, HomeAway, RenRen, CafePress, ChinaCache, Tudou, Nielsen Holdings, Iron Planet. • MBA University of Southern California, BA Occidental College. -30 EFTA00292430 Legal Disclaimer THIS PRESENTATION HAS BEEN PREPARED SOLELY FOR USE BY PROSPECTIVE INVESTORS OF ANDRA FUND (THE "FUND") AND SHALL BE MAINTAINED IN STRICT CONFIDENCE. ANY REPRODUCTION OR DISTRIBUTION OF THIS PRESENTATION, IN WHOLE OR IN PART, OR THE DISCLOSURE OF ITS CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE FUND'S GENERAL PARTNER OR MANAGEMENT COMPANY, IS PROHIBITED. THIS PRESENTATION WILL BE RETURNED TO THE GENERAL PARTNER OR MANAGEMENT COMPANY UPON REQUEST. THE EXISTENCE AND NATURE OF ALL CONVERSATIONS REGARDING THE FUND MUST BE KEPT CONFIDENTIAL. THIS PRESENTATION HAS BEEN PREPARED IN CONNECTION WITH A PRIVATE OFFERING TO ACCREDITED INVESTORS OF LIMITED PARTNERSHIP INTERESTS IN THE FUND (THE "INTERESTS"). EACH INVESTOR WILL BE REQUIRED TO EXECUTE A LIMITED PARTNERSHIP AGREEMENT (OR SIMILAR OPERATING AGREEMENT), AND A SUBSCRIPTION AGREEMENT TO EFFECT AN INVESTMENT. IF ANY OF THE TERMS, CONDITIONS OR OTHER PROVISIONS OF SUCH AGREEMENTS ARE INCONSISTENT WITH OR CONTRARY TO THE DESCRIPTIONS OR TERMS IN THIS PRESENTATION, SUCH AGREEMENTS SHALL CONTROL. THIS PRESENTATION DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, AN INTEREST IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL STATE OR FOREIGN AGENCY HAS APPROVED AN INVESTMENT IN THE FUND. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS PRESENTATION. IT IS THE RESPONSIBILITY OF ANY PERSON OR ENTITY WISHING TO PURCHASE AN INTEREST TO SATISFY HIMSELF, HERSELF OR ITSELF AS TO THE FULL OBSERVANCE OF THE LAWS OF ANY RELEVANT TERRITORY IN CONNECTION WITH ANY SUCH PURCHASE, INCLUDING OBTAINING ANY REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER APPLICABLE FORMALITIES. THE INTERESTS HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY FOREIGN JURISDICTION. THE FUND WILL NOT BE REGISTERED AS AN INVESTMENT COMPANY UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "COMPANY ACT"). CONSEQUENTLY, INVESTORS WILL NOT BE AFFORDED THE PROTECTIONS OF THE COMPANY ACT. THE FUND'S INVESTMENTS WILL BE CHARACTERIZED BY A HIGH DEGREE OF RISK, VOLATILITY AND ILLIQUIDITY. CERTAIN INFORMATION CONTAINED HEREIN HAS BEEN OBTAINED FROM OTHER PARTIES. WHILE SUCH SOURCES ARE BELIEVED TO BE RELIABLE, NEITHER THE FUND, THE GENERAL PARTNER, THE MANAGEMENT COMPANY, NOR THEIR RESPECTIVE AFFILIATES ASSUME ANY RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. THE INFORMATION SET FORTH IN THIS PRESENTATION DOES NOT PURPORT TO BE COMPLETE AND NO OBLIGATION TO UPDATE OR OTHERWISE REVISE SUCH INFORMATION IS BEING ASSUMED. A PROSPECTIVE INVESTOR MUST RELY SOLELY ON THE TERMS OF, AND DISCLOSURE OF INFORMATION IN THE FUND'S GOVERNING DOCUMENTS; THE ONLY BASIS ON WHICH SUBSCRIPTIONS MAY BE MADE. IN CONSIDERING THE PRIOR PERFORMANCE INFORMATION OF THE INDIVIDUAL INVESTMENTS CONTAINED HEREIN, PROSPECTIVE INVESTORS SHOULD BEAR IN MIND THAT PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS, AND THERE CAN BE NO ASSURANCE THAT THE FUND WILL ACHIEVE COMPARABLE RESULTS. CERTAIN STATEMENTS IN THIS PRESENTATION CONSTITUTE FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS, INCLUDING THE INTENDED ACTIONS AND PERFORMANCE OBJECTIVES OF THE GENERAL PARTNER, THE MANAGEMENT COMPANY OR THE FUND REFERENCED HEREIN, INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, AND OTHER IMPORTANT FACTORS THAT COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE, OR ACHIEVEMENTS OF THE GENERAL PARTNER, THE MANAGEMENT COMPANY OR THE FUND TO DIFFER MATERIALLY FROM ANY FUTURE RESULTS, PERFORMANCE, OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD -LOOKING STATEMENTS. 31 EFTA00292431 A Contact Us Andra Capital 750 Ba San ttery Street, 7th Floor Francisco, CA 94111 EFTA00292432