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 Global Indices IRR (10-year average) -wish 40% $vc X3andMe Q Palantir GitHub ANDRA FUND TARGET IRR - 30N &airbnb NA 0 stripe SOFT: MMARPETA coinbase 20% Bloomenergy ZocDoc 12% %%slack 10% 6% CjDiDi 1.1leap rl Hoa ogOt Eventbrite COHEcITY -4% -2% 0% ■ ssr a HSI Nikkei MI Nasdaq Madan US VC Top Top 5% Quango US VC aeon° proteus Affirm C;) Couchbase US VC 3 EFTA00292403 Summary of the Offering Inception Q3 2018 Offering Up to US $1 Billion Investment Objective Long-term superior capital appreciation Target Return 30%+ IRR Targeted Investment Strategy 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 Pro forma Allocation 80% Late-stage/Growth Investments / 20% Discretionary/Structured investments Minimum Investment $5,000,0001 Management Fee 2% + 1%2 Premium annually Management Incentive 20% management carried interest Fund Life Perpetual 1) Self-serve on-boarding with lower min. subscription available for retail investors. 2) Premium incurred for tokenization, exchange listing, and transferability. EFTA00292404 How SVC Works Propel Technology Growth Proceeds from the fund are Buy Silicon Valley Coins invested leading late-stage Purchase SVCs with Ether, technology companies. Bitcoin, or Fiat ($USD). Return on Investment Tokenholders may either hold or trade tokens with eligible purchasers, based Backed By Assets and Investments in on the underlying value of Technology Growth Companies the Andra Fund. Each SVC represents an ownership stake in the Andra Fund portfolio, which is backed by the investments in leading late-stage technology companies. 5 EFTA00292405 Winning Investment Strategy Produces IPOs • Top 10% decile VCs of invested capital results in >60% SEQUOIA*CAPITAL - greylockpartners. of the exit distributions KPCB ACCEE BENCHMARK 0 AP I • I. • Fund monitors investment activities of top VCs and identifies their fast growing late stage companies riot Li BISSEMER ANDREESSEN HOROWITZ • Acquire stakes in these companies via participation in BV Rine Venturri NEA. P2Rodpoint 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 U Dropbox Spotify • Build a diversified portfolio of companies across the fund SPACE): Palantir wework Bloomenergy 'ttrslack coinbase airbnb 61/ Hotel Tonight Eventbrite D°C6 9111-; Note: indicative companies that meet (or met prior to MO) Andra's screening criteria. 6 EFTA00292406 Partners Have Closed Over 300 Deals A CALYPSO e mongollB n -den Lab QDesk facebook facoverity• POSTMATES ZocDoc zuora cloudera twitter* IntelePeer VIRTUAL SilverSpring SolarCity. INSTRUMENTS xffzynga Dropbox conduit 01 114arkLogic XXAPPIRIG Violin Lookout v MEMORY LinkedEn 0 FLURRY PURESTORAGE iginTEIAus mobilvinc. 40ftirg PROSPER r SUGAR JAWBONE. if) Jumptop Palantir eHarmony 'Wish GILT GROUPE hayneedle 0 LifeLock. Avvcr Ltia Rant 7 EFTA00292407  Managing Partners Dr. Hermann Liu Haydar Haba Ting Louie Venture investor & Venture Capitalist & Technology Technology Serial Entrepreneur Investment Banker Entrepreneur Founding partner of Arbor Ventures 70,- 20+ years of building successful • Founding member of NASDAQ Private • Co-founded the Global Financial companies with disruptive technologies Market and head of business Technology in China — acquired by that have generated billions in revenue development for SharesPost; the leading Newscorp 70,- Founded and built IntelePeer, raising marketplace for private investment > Technology and management millions of dollars in VC and growing transactions positions at Charles Schwab and revenue to over $150mm • $2+ billion in private transactions Morgan Stanley 70,- Founded Telco214 from launch to completed; companies such as Facebook, • MPA, Harvard Kennedy School, PhD revenue of over $100 million Twitter, Linkedln, GoPro, Palantir, from Northeastern University, BS from 70,- Board member/advisor for several tech TrueCar, SpaceX Tsinghua University companies • Partner at Seed Equity Ventures, Utah- > Master's and Bachelor's degrees from based Venture Capital firm Florida Institute of Technology • Sr. Director of Investments and at PwC • Technology investment banker - Deutsche Bank and Jefferies HARVARD Kennedy School Florida Tech USCMarshall A A ARBOR VENTURES pwc Jefferies Deutsche Bank A chades SCIMAlt IntelePeer MorgariStanley the0oudComsruncaocraCarpary NASDAQ Private Market 8 EFTA00292408  Team Nicole DeMeo Paul Tuan Chief Marketing Officer Managing Director > Silicon Valley veteran, 20+ years accomplished business launch, > $10 billion of capital raises, bonds, and private growth and turnaround expert placement transactions • C-level contributor and go-to-market strategist creating > Over 10 years of investment banking and venture significantly increased valuations, acquisitions and IPOs capital experience at BAML, Jefferies, US Bancorp, MVP 0. Marketing strategist for Steve Jobs, Eric Schmidt and Carly Capital, and White Oak Fiorina; Apple, HP and Accenture; Glispa; Earlybird Venture Capital, Berkeley $11Ptitt.7E04S renir e Jefferies The September 11m Fund, New York Community Trust tn.Lispa EARLYBIRDIp accenture Bassim AI-Khafaji Iddo Tal Partner Partner 70- C-Level executive with 20+ years in global enterprise IT Serial entrepreneur, angel investor, startup coach, public speaker platforms and delivery in capital markets, asset management CEO and co-founder of invi Messenger, his 5th startup. 70- Strategic technology advisor, joint venture development, Hundreds of talks at events for Google, Stanford Business School, emerging technologies evaluation and integration The White House and startup accelerators, and has coached 1,000+ > IT Corporate Governance: COBIT, TOGAF, NIST, GLBA, and startup CEOs from over 40 countries. cybersecurity initiatives invi G a..,vaileo 1 Ey PACE Ns BNP PARIBAS A BallkCtSTIrtla FON 9 J.P.Morgan NO/AURA F F TV,/ HSBC ID EFTA00292409 Team Continued Jordan Wahbeh Roman Glukhovsky Partner Partner • 20+ years of operational excellence in technology, • 19 years of investment banking, venture capital and VC management, service, and business development internationally funded companies, including Lehman Brothers, Banc of • Managing Director of Bay Angels, startup advisor and board America Securities and Kernel Capital member • 24+ direct and secondary technology investments with co- investors such as Founders Fund, 500 Startups, State of NY, oat) cisto Olympus Sky T*c Microsoft and Motorola et, Morgan Sta nIey Banc of America Securities LEHMAN BROTHERS Sa• Early Boykins Regina Liang Director, Business Development Analyst 70- Over 10 years of partnerships and growth opportunities • 4 years of strategy and management consulting for development Fortune 500 companies 70- 6+ years of experience in blockchain & advising OP. Digital and go-to-market strategy, lean business modeling, technology startups project management Triage UCSanDiego inFoedge 0 - Coruulting Group 10 EFTA00292410 Andra's World Class Service Providers DLA PIPER Deloitte Legal Counsel Auditor A DUFF &PHELPS F—REE ,ces Compliance & Valuation Fund Admin 11 EFTA00292411 Andra Capital's Technology Growth Fund EFTA00292412 Invest in Multi-Billion Dollar Companies 0 Palantir IgA airbnb UBER SPACE wework -. DiDi Eventbrite go TOUTIAO ,ag n.conBloomenergy coinbase Chi unity legaizoom stripe ,* slack Bance anaplan gEl TOUTIAO 11Nextdoor robinhood = magic( z uora • f eu altrics ♦ FANATIEf leap oscar INRIX TANIUM Z X elf;firl" SQUARESPACE Lookout 4,;„1practice fusion carbon Cada (A Karma 3D. 1n MOBI 'G Kabbage Skataccori prOetiS laiSh HIGHTAIL AVANT APTTUS Gptimizety ► houzz .aitpu sunrun ,t e O-O1.JOFLARE. DD actifio 49 inFor Radically Simple EVERNOTE SoFi ttwmbtack *Illustrative potential investment opportunities 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 capitalfirms — to achieve high returns with a low risk profile EFTA00292415  Access to High Quality Investments AN DREESSEN Accel SEQUOIA I IOROW I TZ Highly selective mongol)} investment targeting Invest alongside best venture investors at right time Seek out and execute on special opportunities to invest in top companies greylockpartners. Li BESSMER E VENTURE PARTNERS Andra selects strongest portfolio companies of leading venture investors 16 EFTA00292416  Proprietary Investment Process Andra Portfolio Portfolio of tier 1 VC Companies valued at Top 3 in industry Strong management investments over $500mm vertical team EFTA00292417 Investment Approach • Diversified exposure into promising high- growth private companies • Investment anchored last institutional priced primary round et. Fund _c 0 Investment • Co-invest alongside top-tier venture capital w Point investors • These three factors mitigate risk and provide higher success ratios than traditional venture capital funds Time 18 EFTA00292418 Triple Appeal in Deal Selection • 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 Late-stage • Non-traditional funding sources have an private tech opportunity to invest at an advantaged companies ($500mm+) 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 --+-Preferred -a-Common YEARS 0 1 2 3 4 5 6 7 8 9 10 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 Founders and early Successful company employees with Service and IPO attorneys, Entrepreneur substantial equity Providers CPAs, payroll, tax and positions benefits consultants Looking to liquidate or Companies looking to Early Stage Corporate fund share buyback to pare down outsized Venture Funds appreciated positions Retirement Plan facilitate employee Clients liquidity Key Angel Late-stage investments Advisory Board Key strategic partners that mature outside their Investors with contacts within investment thesis Members target companies Private Wealth Entrepreneurs who wish Private Contacts that are active Management to diversify out of a Secondary in trading or sourcing concentrated position private stock Clients Brokers 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 VC Fund LLC Management GP COMPANY 1 COMPANY 2 COMPANY 3 COMPANY 4 COMPANY 5 COMPANY 6 COMPANY 7-20 Series A Series A Series A Series A Series A Series A Series A COMPANY 1 COMPANY 2 COMPANY 3 COMPANY 4 COMPANY 5 COMPANY 6 Series B Series B Series B Series B Series B Series B COMPANY 1 COMPANY 2 COMPANY 3 COMPANY 4 ■ On average, a traditional early Series C Series C Series C Series C stage VC fund will make —20 1 investments COMPANY 1 Acquired: Series 0 3x return ■ One investment will provide all the ■ Traditional firms suffer from profits of the firm, one or two I extremely high Beta to other investments may profit or IPO: generate returns break even, and the remainder will 10x return stagnate and/or lose all of the ■ Every investment needs the investment potential to be a grand slam 25 EFTA00292425  Andra Fund Portfolio Structure Denotes Andra's Andra Fund investment timing Andra Capital GP COMPANY 1 COMPANY 2 COMPANY 3 COMPANY 4 COMPANY 5 COMPANY 6 COMPANY 7 COMPANY 8 Series A Series A Series A Series A Series A Series A Series A Series A COMPANY 1 COMPANY 2 COMPANY 3 COMPANY 4 COMPANY 5 COMPANY 6 COMPANY 7 COMPANY 8 Series B Series B Series B Series B Series B Series B Series B 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: Acquired: ■ Andra Fund invests in companies at a later stage; allowing for greater certainty 2x return 3x return 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 ttery Street, 7th Floor San Francisco, CA 94111 EFTA00292432