Metamask
Industry:Financial Software
Country:USA
Year Founded:2014
Estimated value:$7 B
Consensys — Metamask Ethereum wallet developer with more than 30M users on board.
Deal Structure and Key Documents
We operate through an American direct investment fund specializing in capital placement in private US companies at various stages before the IPO.
In which jurisdiction do the deals take place?
The fund is registered as an SPV Series LLC and complies with the requirements of the US Securities and Exchange Commission (SEC), specifically Rule 501 Regulation D.
Each deal takes place in the jurisdiction of the United States, in the state of Delaware. This is the optimal jurisdiction for transactions in the secondary market of private companies, since the State of Delaware offers a zero income tax rate on the sale of shares or securities to foreign investors, creating unique conditions for investing in the American economy.
The state also has a well-developed practice in the field of venture capital investments (99% of all US startups are registered in Delaware), making legal enforcement there simpler and cheaper than anywhere else in the United States or the world.
For each transaction, we create a Special Purpose Vehicle (SPV).
Investment in Pre-IPO
Epic Games
Industry:Consumer & Lifestyle / Gaming
Country:USA
Year Founded:1991
Estimated value:$20 B
Developer of gaming software and applications designed for gamers and game developers.
KLarna
Industry:Global Payment system
Country:Sweden
Year Founded:2005
Estimated value:$10,1 B
Klarna is one of the largest payment systems of the new generation. The company launched a platform that has become a full-fledged alternative to Banks for both retail consumers and business owners.
Kraken
Industry:Financial Software
Country:USA
Year Founded:2011
Estimated value:$11,8 B
Kraken is a cryptocurrency exchange that provides spot and futures trading between Bitcoin, Ethereum, and 40+ digital assets.
Revolut
Industry:Software
Country:UK
Year Founded:2015
Estimated value:$20,8 B
British-Lithuanian online bank and financial technology company offering banking services.
Open AI
Industry:Data Intelligence
Country:USA
Year Founded:2015
Estimated value:$30 B
OpenAI is an artificial intelligence research laboratory based in San Francisco, California, with an additional office in Seattle, Washington.
H2O
Industry:Data Intelligence
Country:USA
Year Founded:2012
Estimated value:$1,7 B
An open platform for machine learning, where everyone can create artificial intelligence for their own purposes.
Discord
Industry:Consumer & Lifestyle / Social
Country:USA
Year Founded:2012
Estimated value:$10,5 B
Discord is an American company that offers users a free messaging service that supports IP telephony and video conferencing
Neuralink
Industry:Healthcare / Medical Devices
Country:USA
Year Founded:2016
Estimated value:$7,8 B
American neurotechnology company, founded by ilon musk, plans to develop and produce implantable neurocomputer interfaces.
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Personal Consultation on Pre-IPO
You can find out the terms of the deal and additional information in consultation with a financial advisor.
How is the legal structure of the company organized, and what are its advantages for the investor?
Participation in the deal
Participation in a transaction involves the following steps
1
Complete the KYC/AML procedure:
This is a quick and painless process, taking less than a day, and our team will guide the client through it. For citizens of Russian Federation, Ukraine, or Kazakhstan, and to undergo KYC, a resident only needs to provide the following documents in a «simple form»:
- Color copy of the international passport or national passport;
- Proof of residential address, which can be a registered address in the passport, a bank statement, a letter from the bank, a copy of a utility bill, or any other official document indicating the investor’s name and home address;
- Proof of origin of funds, which can be a link to public sources with information about employment and roles in the company (for founders), investment information (for investors), or any other reasonable explanations proving the legitimacy of the funds for investment.
2
Review the memorandum, decide whether to participate in the transaction, and preliminarily confirm the amount of participation; this is not a legal commitment.
3
Read and sign the documents for purchasing a share in SPV
(Operating Agreement, Subscription Agreement) — this is when the commitment becomes legally significant.
4
For first-time participants, provide KYC information
The information is provided once and is kept by the managing company in case of inspection. The information is not shared with anyone.
5
Pay for the purchase of shares in SPV
Standard documents usually do not raise questions with banks because investment partnership legislation is recognized worldwide. After confirming the transfer, certificates of ownership of shares in SPV are provided. After the asset is sold, the money from the sale (minus the manager’s bonus for success) is distributed to SPV’s account and then proportionally distributed to the investors' bank accounts.
Obtaining certificates of ownership of shares in SPV
Once the required investment amount is collected, and the payment for shares is made, the fund’s managing company issues SPV equity certificates notarized by the State of Delaware. Within three days, we send scanned copies to your email, and within 10 days, we physically deliver them to you by courier.
Closing a deal, considering all operations, can take up to 4 weeks. This is due to the fact that we need to collect all funds in the account, make payment for the asset, go through the necessary verification and approval processes (KYC, sometimes ROFR — Right of First Refusal, approval by the board of directors of the company whose shares we are acquiring, etc.).
Exiting the investment
The investment horizon is 1–3 years. During this time, our team seeks the best opportunity to sell the shares. This can occur through an IPO, after the next round of funding, or upon achieving significant growth results.
Buyers often include large investment or hedge funds, major corporations, or other venture funds. After the sale of the shares, the money is deposited into SPV’s account and distributed proportionally to the participants' stakes to their bank accounts.