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Manhattan Street Fund

MANHATTAN STREET FUND

For Accredited Investors Only

Our truly unique deal flow enables us to invest in groundbreaking pre-IPO companies with huge upside potential.

Invest Now

WE INVEST IN CUTTING-EDGE PRE-IPO COMPANIES

Manhattan Street Fund Is The Venture Fund Which Is At The Right Place At The Right Time

→ We are well situated to see attractive Artificial Intelligence (AI) and Machine Learning (ML) companies, and Large Language Model (LLM) companies that may offer great investment opportunities alongside OpenAI and ChatGPT.

→ Online investing has gained acceptance and scale during Covid, and you could do well from being in on it. Thanks to our unique position, we have access to an amazing deal flow that nobody else can offer. And when you invest with us, that means you get access to it too.

→ This fund is the only one of its kind today-and our access to exciting leading-edge pre-IPO companies might make it a superior opportunity.

→ This is a unique opportunity that no other fund has—not even the big names in venture capital. Not only does this allow us to invest in companies that are doing groundbreaking work, but it often allows us to be involved with them and add value to them through their growth cycle and initial public offering, and beyond.

→ So not only do you get to invest in these companies while they’re still relatively unknown, but you get to benefit as they grow into industry leaders and make their IPO*. These companies are leading innovators in their field, and we’re poised to get you in them early at advantageous valuations.

*These results may or may not work out as we intend, see legal disclaimer below.

Why invest

#1 Quality of deal flow

In the seven years since I founded Manhattan Street Capital (MSC) the quality of deal flow has stepped up to where we see incredibly exciting leading-edge pre-IPO companies regularly. MSC holds a unique position in the market that causes highly attractive companies to seek MSC involvement.

#2 Online equity crowdfunding has taken off​

Online equity crowdfunding has taken off in the last two years. The amount of capital being raised has grown dramatically, the quality of companies interested in raising capital and going public has stepped up in a very big way. Institutional investors regularly invest online. This is a fundamental shift, years in the making, that is now truly changing the funding landscape in highly significant ways.

#3 Uniquely strong position

The combination of these two (#1 and #2) developments puts the Manhattan Street Fund in a uniquely strong position because we see great companies that the old style of venture funds are simply not getting access to.

#4 Attractive pre-IPO companies

Because the primary funding method that Manhattan Street Capital focuses on is Reg A+, and because all companies that raise capital using Reg A+ become Public Companies, the Manhattan Street Fund is uniquely well-positioned to invest in attractive Pre-IPO companies.

I founded Manhattan Street Capital (MSC) 8 years ago. Being the CEO of MSC and also the General Partner of Manhattan Street Fund puts me in the very fortunate position of meeting leading-edge companies every day that operate in exciting markets, such as electric propulsion, Artificial Intelligence (AI), Machine Learning (ML), Large Language Models like ChatGPT (LLM), web 3.0, biotech, climate change at scale, blockchain and industry-transforming technologies.

Rod Turner

More Ways We Are Special

The fund has excellent deal flow from Manhattan Street Capital (MSC). MSC is a trusted, reputable and reliable company with a proven track record. The Manhattan Street Fund gets to leverage that position in your favor as an investor. Rod is a serial entrepreneur and he has been a key executive in two IPOs to the NASDAQ and six successful high technology startups with liquid outcomes.

A few examples of groundbreaking companies in our deal flow:

  • Graphene - The first company we are aware of with the technology to make commercially viable Graphene at high volume and with high quality and at low cost.
  • Electric propulsion - A company that has reinvented the electric motor and quadrupled the power density over the current state of the art while delivering full torque at all RPM – removing the need for a gearbox.
  • Green coal - This company has developed a method to make environmentally friendly coal, enabling rapid adoption of green electricity generation worldwide. Burning coal the old way is the source of 40% of greenhouse gas worldwide.
  • Green steel - They have developed a method to make steel manufacturing green at a reduced cost. This enables cost attractive elimination of the 5th largest source of greenhouse gas.
  • No rust Rebar - A company that has developed a replacement for steel rebar that never rusts and enables concrete to be recycled on site. At a lower cost than steel rebar. Thereby reducing greenhouse gas and preventing concrete structures from decay and collapse.
  • Gallium chips - This company has developed a clean, affordable and high-quality technology for the manufacture of Gallium Hydride chips.
  • GATC Health - A company that has developed AI and Machine Learning technology to model the complete human system and use human DNA to design and develop new medicines at a record rate and at far lower cost than traditional methods.

Our investment focus is on Regulation A+ and pre-IPO companies that have a compelling story to tell. By providing our investors with access to companies before they file for an IPO, we are uniquely positioned to find fantastic opportunities for high returns. We see deals the old style venture capital world is missing.

By investing in Manhattan Street Fund we will get you exposure to amazing pre-IPO companies that have the potential to improve our world and make you a great return while doing so.

Examples of pre-iPO deal flow investment opportunities from manhattan street capital

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GATC Health

GATC Health’s proprietary AI simulates individual human biology
 

BiologX

They have developed a Proprietary Technology To Produce Insulin 65% cheaper than their competitors.
 

GolfSuites

Expanding the golf market
 

Arcimoto

They have created the first truly affordable electric vehicle. NASDAQ IPO.
 

GenPrex

NASDAQ IPO DNA matched cancer treatment
 

InsituBiologics

They have created a new long-lasting and long-acting non-opiate painkiller.

Our Offering

1

Liquidity

We intend to provide reasonable direct liquidity to investors when the fund’s circumstances allow.
2

Only For A Limited Time

The unit price is $3.50**. This price is available for a limited time.
3

Management Costs

The Fund will pay its actual costs, and a management fee of 2% of capital plus 20% of profits to the General Partner and the management team of the Fund.
4

The Minimum Buy-In

Minimum investment amount is $10k
5

Offering Size

Total offering of up to $300M

Investors Will Have The Potential To Receive These Benefits:

a) Capital appreciation of your Units in the Manhattan Street Fund LP
b) Earned interest on loans made by the Fund, and distributions on realized fund profits on investments made by the Fund
c) Direct, limited redemptions from the fund on reasonable terms
 

We Invest In:

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Let Us Do The Work For You. This Fund Offers You The Opportunity To Make Great Returns From Our Efforts. We Will Get In Early With Attractive Companies With The Goal Of Producing High Returns For Our Investors.

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The Fund will buy securities and/or be provided warrants

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The Fund plans to lend to, invest in, and buy companies

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The MSFund capital can be recycled

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Loans will usually be secured

Join our success.

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OUR BUSINESS MODEL

The Fund lends capital, and invests capital into companies that are preparing to raise capital and make a public offering via Reg A+, and in select cases, we will buy highly attractive companies that are undervalued.

Loans will be secured, and they will be repaid on terms that each company and the Fund negotiate, often from the proceeds of the Reg A+ offerings.

The Fund will buy securities and/or be provided warrants in the companies that it funds. The private valuation for the Manhattan Street Fund investments will be significantly lower than the upcoming Reg A+ offerings to the public. Stock purchased in the “Pre-Reg A” round can be made liquid in the subsequent Reg A+ offerings once they are Qualified by the SEC.

The MSFund capital can be recycled rapidly in many cases, which has the potential to increase the profit potential of the Fund significantly. In some cases these deals will be funded and capital returned to the Manhattan Street Fund in 6 months.

Manhattan Street Fund initial size: maximum $300 mill. As Reg A+ scales up, the number of companies conducting offerings is increasing, and the size of the Fund may be increased. Because Reg A+ offerings are public offerings from the SEC regulatory perspective, the liquidity and return metrics for this fund are very different than for a traditional Venture Capital Fund which gives potential for much faster liquidity for our fund (note that a traditional VC fund will invest almost all its capital as equity and will do very little lending, while the Manhattan Street Fund will be lending and investing capital and buying companies).

A key factor is selection of quality companies. This is made easier by the involvement of Rod Turner and Manhattan Street Capital with its deal flow and experience in the Reg A+ market. The Manhattan Street Fund General Partner will decide which companies get funded. The General Partner may seek advice from the Investment Committee. This committee is independent and is focused on the interests of the Manhattan Street Fund and its investors. Risk will be further mitigated by delivering loaned capital in tranches tied to the accomplishment of milestones by the companies we are funding.

Note that Rod Turner has extensive experience in conducting successful company acquisitions (M&A) and investing in private early-stage companies.

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Meet The Team

Managament of the Fund prior to funding is provided by GP Navigator II LLC and by part-time by staff from Manhattan Street Capital. As we raise capital for the Fund, we will recruit dedicated team members.

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Rod Turner

Manager, GP Navigator II LLC (GP Navigator II LLC is the General Partner of Manhattan Street Fund LP).

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Bryan Paton

Strategic Advisory

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Akos Biro

MSC Analyst

Advisors And Investment Committee

The Manhattan Street Fund has assembled a team of independent advisors shown below, some of whom will serve on our Investment Committee. This experienced group of seasoned professionals will provide deal flow and advice to assist the Manhattan Street Fund.

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Filip Polus

ASIA PACIFIC AND
EUROPE

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Chris Kocher

STRATEGIC ADVISOR

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Mark Duddy

ASIA PACIFIC AND
EUROPE

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Travis Osterhaus

STRATEGY

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Ken Dickens

MARKETING AND SOCIAL
IMPACT

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Christopher J.
Daly

STRATEGIC AND REAL
ESTATE ADVISOR

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Phillip Shoemaker

STRATEGIC ADVISOR

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Richard Swart

STRATEGIC AND CROWD
INVESTING

Let Us Do The Work For You. This Fund Offers You The Opportunity To Make Great Returns From Our Efforts. We Will Get In Early With Attractive Companies With The Goal Of Producing High Returns For Our Investors.

Investing online in Manhattan Street Fund is a convenient and cost-effective way to diversify your portfolio and to get exposure to cutting-edge pre-IPO companies. We invest in companies that are making a real difference, who are on the edge of technology and have a vision for a better future. From revolutionizing electric mobility to green construction and green energy to blockchain and AI-focused technology companies, our portfolio is diverse. Our goal: is to keep the world moving forward.

Our management team is here to assist you in leveraging our simple and easy investment process with a minimum amount of $10,000. For Accredited Investors only.

Client Testimonials

"We are pleased to recommend Manhattan Street Fund for their high level of professional service, knowledge and expertise. When we first contacted them, we felt confident that their team would be irreplaceable in our fundraising efforts. We were seeking a new investor relations firm that could not only provide our organization with assistance in funding transfer strategies but also build a strong relationship with us about running our company with expertise. We felt that Rod and the other members of the team had our best interests in mind throughout the entire process."
"My daughter and I both invested in the Manhattan Street Fund. I think the Fund is very unique due to its partnership with Manhattan Street Capital which provides an exceptional deal flow and rapid capital recycling. I have a lot of trust in Rod Turner personally and I believe he and his team will build the Manhattan Street Fund into a big success."
"Their commitment to excellence and their knowledge of the process has been valuable to my company. The team knows their stuff and goes to bat for me every step of the way. They care as much about my success as I do."

Be Part Of Our Success. Invest Now.

* These results may or may not work out as we intend, see legal disclaimer below.
** This price is available for a limited time.

 

Updates

November 08
November Update on our investment in Avadain

Greetings from Rod Turner, General Partner of the Manhattan Street Fund, LP. 

Manhattan Street Fund invested into Avadain in 2021. Avadain is an exciting Graphene technology company. Please see the update below from the Avadain CEO on the progress that Avadain has made since we invested. I am pleased with both the step up in valuation since we invested and with the great progress they are making.

Thank you for your interest and commitment to the Manhattan Street Fund!

Best regards, 
Rod Turner

Letter from;  

Brad Larschan, CEO of Avadain Inc.

We wanted to take this opportunity to update you on our progress and increasing momentum.

Financial Position

Avadain is in a strong financial position. At the current burn rate, we have approximately 24 months runway.

As previously reported, we raised $600,000 in January 2023 from two angel groups – the Keiretsu Forum and Harvard Business School Alumni Angels (HBSAA) (1/3-2/3, respectively).

In February, we launched a second crowdfunding round at $5 per share with a $31 million pre-money valuation. Our original max raise was $3.6 million. As we neared that amount, we raised the cap to $4.2 million and then to $4,495,000. During the course of our raise, we were hosted to various receptions by existing investors. One particularly noteworthy event was the Boston reception hosted by HBSAA for Avadain on October 5th. https://avadaingraphene.com/harvard-business-school-alumni-angels-and-ne... We hit the max on October 19th and had a whopping 277 would-be investors join our Wait List after we hit the max. Unfortunately, these individuals could not be accommodated. 

Because of the demand from angel investors and a couple of companies to invest in Avadain, we have opened a $1.5 million private placement with a $100,000 minimum investment. This private placement is on the same terms as the just-concluded crowdfunding round.

George Gilder, the Graphene Revolution and Avadain

Famed stock picker, investor and tech futurist George Gilder predicts graphene may be the biggest investment opportunity…ever. This past summer, Gilder predicted that graphene may have an $11.5 trillion economic impact.

Avadain was flattered to have received Gilder’s “buy” recommendation in September in his subscription newsletter, Private Reserve. A copy is attached for your information.

First Manufacturing Partner

We are pleased to announce that Avadain entered into a letter of intent with Harcros Chemicals, Inc. to become the first licensee to manufacture LTDF graphene. Please see the attached news release from Harcros. We are now negotiating the definitive agreement and hope to sign the license agreement in December, although this may slip because of the Thanksgiving and Christmas holidays.

Continuous Production

Avadain’s technology development partner, Southwest Research Institute (SwRI), will demonstrate our new, larger third generation reactor for continuous flow production of graphene on its campus in San Antonio, Texas on December 11th.

 

Sincerely,

Rod turner
General Partner of Manhattan Street Fund LP. 

April 05
Manhattan Street Fund Update on our investment in Avadain

Dear Investor;

 

Greetings from Rod Turner, General Partner of the Manhattan Street Fund, LP.

Manhattan Street Fund's first investment was into Avadain, an exciting Graphene technology company. Please see the update below from the Avadain CEO on the progress that Avadain has made since we invested. I am pleased with both the step up in valuation since we invested and with the great progress they are making.

Thank you for your interest and commitment to the Manhattan Street Fund!

 

Best regards,

Rod Turner

 

Letter from; 

Brad Larschan, CEO of Avadain Inc.

 

As early investors in Avadain, I wanted to share with you some exciting news.

First, between January 1 and February 3, Avadain raised $605,000 investment at $4 per share from angels in two groups – the Harvard Business School Alumni network and the Keiretsu Forum (primarily in Singapore). I think this is yet another validation that Avadain continues to make progress.

Second, I am delighted to announce that we have kicked off our second crowdfunding campaign. The price of the raise is $5 per share. As an investor who purchased shares at $1, we hope you are pleased with Avadain’s share price increase.

 

I would like to take a moment to reflect on the progress Avadain has made since our first crowdfunding campaign ended in July of 2022.

Avadain’s progress includes:

- Upscaling our technology to mass production – led by Southwest Research Institute (SwRI) and the RAPID Manufacturing Institute – is proceeding well. The Fraunhofer Institute for Applied Solid State Physics’ original process was replicated, and a number of process improvements made.

 

- SwRI designed and is currently building two Gen 2 reactors, each of which represent a greater than 10x volume increase from the original 200 ml reactor. The Gen 2 reactors should come online later this month, enabling Avadain to begin shipping samples to a growing number of potential licensees and end users which have requested them.

 

- Following the two-year technology upscaling project plan, samples have been produced and supplied to Flextrapower and the University of Arkansas. These are being used to demonstrate the superiority of our flakes in N97+ masks and a biosensor capable of detecting live coronavirus particles in situ in real time. The data is also expected to provide validation of the superiority of our flakes versus graphene oxide (GO), which is currently being used in both applications.

 

- 2022 was the inflection point for the use of lower quality graphene in a wide range of lower value applications, according to a recent article from The Graphene Council. Avadain’s graphene technology is fortuitously timed to enter the market as growth of graphene-enhanced products ramps up and industries increasingly perceive graphene’s transformative market potential.

 

- There is growing recognition at the Federal level of the strategic importance of domestic production of high-quality graphene flakes.  Our team, our partnerships with Panasonic, Fish & Richardson, Department of Commerce/NIST, RAPID (a collaboration of DoE and AIChE), and SwRI (recognized as one of the leading research institutes in the country) have helped Avadain gain growing recognition at the national and international levels.

 

- We continue to build a strong IP position with internationally acclaimed IP law firm Fish & Richardson. Patents have been granted in additional countries and we are identifying new IP to file.

 

Once again, thanks very much for being one of our valued shareholders! We are working hard to realize Avadain’s promise and potential!

Yours very truly,

Brad


Sincerely,

Rod Turner

General Partner of Manhattan Street Fund LP.

Comments

Post comment

Christian Castro on August 12
Hello Rod, just wonder what happens if the SEC requirements are not met once the investment is sent. Will the funds return to investor.? Thank you for the massive action taking!

Rod Turner on August 16
Hi Christian, thank you for your question. I assume from it that you have already invested? Or are you considering investing? I am the GP of the MSFund. If we were never Qualified by the SEC for the RegA+, then all investments in the convertible note will convert into investments into the fund via Reg D or Reg S (International investors) at the same per Unit/Share price that was valid at the time they invested. Thanks Rod

Raymond Hooks on September 06
How can this convert through a Reg D? Please explain. Would this be a 506(b) or 506(c)?

Rod Turner on May 13
An investor asked me about IPO shares and how they will be delivered to our MSFund investors, my reply is below. When the Manhattan Street Fund distributes to its investors publicly listed stocks of the companies it has invested in which after we invested went public to the NASDAQ or the NYSE, we will establish ahead of time what brokerage account you want the shares transferred to and we will transfer your shares there.. If we take MSFund itself public to the NASDAQ, then there is likely to be a lockup of 6 months before insiders can sell their stock. The same approach will be taken to the transfer of your shares to your broker. If you do not have a US Stock Broker account, you can keep your shares at the Transfer Agent and access your account to see the value of your shares. My intention is that non-US investors that do not have a US stockbroker account will have the option to have the MSFund team sell your shares and send you the profits by wire transfer.

coolvigo on March 27
What is the exit plan for this fund. How do we make money later?

Rod Turner on March 30
Hi Coolvigo I am the General Partner of the MSFund LP. We don't commit to when there will be refunds. It would be imprudent to make promises of that kind. The intent of the fund is that it will generate strong capital and interest rate returns and that they will be distributed quarterly as they become available. Let me know if you have further questions. Thank you Rod

ArvindT on January 18
Hi Rod, Since the play for vaccines are already over atleast in ipo market with moderna/pfizer/jnj etc.. will there still be room for new vaccines or players to make profit once vaccines are distributed?? And how will this fund be able to make profits??

Rod Turner on January 29
Hi Arvin, The Fund is not limited to Vaccines in any way. We will be investing where we see the greatest potential for successful outcomes, which is a changing landscape. Biotech as a whole was already an attractive market to invest in before Covid, and the category has experienced a sizable uplift in interest as a result of Covid that extends far beyond vaccines. The Fund has great deal access through Manhattan Street Capital and we see many interesting businesses in fields that are highly strategic - I use the term strategic for companies that are leading edge in markets with favorable large trends that can provide great potential going forward. The Fund will also be lending and investing in select companies that are making Reg A+ offerings.

Private Placement Memorandum

Please read the Private Placement Memorandum here: Get Private Placement Memorandum

THE SECURITIES  OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE SECURITIES OR BLUE SKY LAWS. ACCORDINGLY, THE SECURITIES CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE ACT.  IN ADDITION, THE SECURITIES CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

 

THE SECURITIES MAY ONLY BE PURCHASED BY PERSONS WHO ARE “ACCREDITED INVESTORS” (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE ACT). 

 

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY.  THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT.  WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS.  INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

 

Manhattan Street Fund, LP (Reg D Offering) Manhattan Street Capital is compensated by Manhattan Street Fund, LP for technology administration ($250 per investment). Payment is made in Units of MSFund and a matching warrant. MSC Units of MSFund have a potentially unlimited upside.