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Manhattan Street Fund

Summary

Make a reservation to invest in the Manhattan Street Fund - $200 minimum 

Invest in companies developing virus and climate change solutions

 

THE FUND:

THE MANHATTAN STREET FUND

 

The Manhattan Street Fund will lend and invest capital into select companies that are building virus tests, treatments and vaccines, or are developing specialized technologies to rebuild the earth's ozone layer or to directly reduce greenhouse gases in the atmosphere to reverse global warming.

We believe that global warming has become a critical problem. And clearly viruses are a critical problem. For this reason, we are particularly looking to invest in companies that are developing specialized technologies in these two areas.

The Fund will also make investments and lend to companies focused in Real Estate, Biotech, Alternative Energy, and Technology that appeal broadly to consumers.

The Manhattan Street Fund goes hand in hand with the Manhattan Street Capital Reg A+ capital-raising process and that of the entire Reg A+ marketplace in North America; lending and investing to provide capital to enable successful Reg A+ public offerings and (IPOs).

Following are the main characteristics of the Manhattan Street Fund:

The Fund lends capital (and secondarily invests) capital into select companies that are planning to raise up to $50M of equity or debt capital via Reg A+. Funds are provided exclusively to cover the costs of marketing and the preparation of other aspects of the SEC registration for their Reg A+ public offering which can be substantial - typically in the $200k to $1M range. The Fund will also finance a small number of Reg D offerings.

The Manhattan Street Fund is needed and valuable to enable cash-strapped companies with high potential and proven metrics to use the Reg A+ process for a successful public offering.

 

Watch our overview video

"Now anyone can invest as little as $200 and make a difference by helping great companies reverse climate change and take on viruses and their treatment"

OUR BUSINESS MODEL


The Fund primarily lends capital, and secondarily invests capital into companies that are preparing to raise capital and make a public offering via Reg A+.

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 if 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 to 12 months.

Manhattan Street Fund initial size: maximum $50 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 primarily lending and secondarily investing capital).

A key factor is selection of quality companies. This is made easier by the involvement of Rod Turner and Manhattan Street Capital with it’s deal flow and experience in the Reg A+ market. The Manhattan Street Fund Investment Committee will decide which companies get funded. 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.

Our Team


As capital is raised the full-time team for Manhattan Street Fund will be built by Rod Turner, the founder and General Partner of the Fund. At this pre-funding stage, members of the Manhattan Street Capital staff are working part-time at the Fund.

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, advice, and investment selectivity to assist the Manhattan Street Fund to succeed.

 

our selection philosophy


The Manhattan Street Fund will invest in mid-stage companies and compelling startups that we consider a good fit for successful Reg A+ capital raises.

In our opinion, a company’s consumer appeal is the most important factor, once we have established the strength of the management team, a strong strategy, large and growing market, rapid growth rate and barriers to competition. A large and happy customer base and tremendous consumer appeal are very indicative of success.

The market segments that we expect to focus on are these:

Real Estate, Biotech and Alternative Energy, Covid-19 tests, treatments and vaccines, plus consumer services and tech that appeal broadly.

We believe that global warming has become a critical problem. For this reason, we are particularly looking to assist companies that are developing specialized technologies to rebuild the earth's ozone layer or to directly reduce greenhouse gases in the atmosphere to reverse global warming.

The Fund will in some instances lend or invest in opportunities that provide unusually strong upside potential.

Examples of current and completed offerings from Manhattan Street Capital that are indicative of the companies that the Manhattan Street Fund will be funding:

Arcimoto - Completed Reg A+ IPO to NASDAQ

GolfSuites - Completed Reg A+ Capital Raise

InsituBiologics - Completed Reg A+ Capital Raise

ERC Homebuilders - Current Reg A+ Capital Raise

CalTier Realty - Current Reg A+ Capital Raise

CloudCommerce - Current Reg A+ Capital Raise

"As the Founder and CEO of Manhattan Street Capital I advise many companies that are considering raising capital using Reg A+. Since 2015 I have published many articles in Forbes and in the Manhattan Street Capital Blog about Reg A+ and how best to use it. My years in this role combined with my background as a serial entrepreneur, my involvement with two IPOs, my M&A experience, and my experiences building Irvine Ventures LP VC Fund and a long history raising startup capital for companies, have put me in an advantageous position to assess what works and does not work in Reg A+ and how to select suitable companies to lend to and invest in." Rod Turner, CEO of Manhattan Street Capital

 

OUR OFFERING


Manhattan Street Fund intends to raise its first fund via this Reg A+ equity stock offering. If the SEC Qualifies our offering, shareholder investors will have the potential to receive these benefits:

a) Capital appreciation of your shares in the Manhattan Street Fund

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

Click the "Reserve Now" button to make a non-binding reservation in the Manhattan Street Fund, and lock in the initial share price.

If and when the SEC Qualifies the Reg A+ offering we intend to accept the investments from people with Reservations, and then immediately change the price of our shares. SEC regulations do not allow us to inform you what the new price will be but Regulation A+ allows us to increase the share price by up to 20% without amending our filing with the SEC. We will then re-open the offering at the changed share price for people that did not make a reservation.

Upon SEC Qualification we will accept investments via Debit Card, Credit Card, ACH, Check, Wire, Apple Pay and Google Pay. We will also accept investments from Self-directed IRA accounts.

 

  • Planned share price of
     

    $4.00

  • Minimum investment of
     

    $200

  • Total offering of up to
     

    $50 million

Reg A+ Test the Waters - Non-Binding Reservations Only

 

 

LOGISTICS OF OUR PLAN


• Our cooperation with Manhattan Street Capital, a leading Reg A+ funding platform and advisory service, will bring strong Qualified deal flow.

• The Manhattan Street Fund is led by Rod Turner, and he will fill out the build the management team of the Manhattan Street Fund and gradually reduce the role of Manhattan Street Capital team members as the full time team are brought on board. Recruitment will be tied to the influx of investment capital into the fund itself.

• Partnership and technology license from Manhattan Street Capital. MSC has licensed its proprietary algorithms to Manhattan Street Fund, and will provide deal flow, advice, and diligence as a service. MSC brings credibility and accelerated execution to Manhattan Street Fund.

• 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.

 

 

© Copyright 2020 Manhattan Street Fund, LP

Manhattan Street Fund | 4629 Cass Street, Suite 174, San Diego, CA 92109 | (858) 200-7136 | manhattanstreetfundlp@manhattanstreetcapital.com

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THE COMPANY IS “TESTING THE WATERS” UNDER REGULATION A UNDER THE SECURITIES ACT OF 1933. THIS PROCESS ALLOWS COMPANIES TO DETERMINE WHETHER THERE MAY BE INTEREST IN AN EVENTUAL OFFERING OF ITS SECURITIES. THE COMPANY IS NOT UNDER ANY OBLIGATION TO MAKE AN OFFERING UNDER REGULATION A. IT MAY CHOOSE TO MAKE AN OFFERING TO SOME, BUT NOT ALL, OF THE PEOPLE WHO INDICATE AN INTEREST IN INVESTING, AND THAT OFFERING MIGHT NOT BE MADE UNDER REGULATION A. IF THE COMPANY DOES GO AHEAD WITH AN OFFERING, IT WILL ONLY BE ABLE TO MAKE SALES AFTER IT HAS FILED AN OFFERING STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC) AND THE SEC HAS “QUALIFIED” THE OFFERING STATEMENT. THE INFORMATION IN THAT OFFERING STATEMENT WILL BE MORE COMPLETE THAN THE INFORMATION THE COMPANY IS PROVIDING NOW, AND COULD DIFFER IN IMPORTANT WAYS. YOU MUST READ THE DOCUMENTS FILED WITH THE SEC BEFORE INVESTING.

 

NO MONEY OR OTHER CONSIDERATION IS BEING SOLICITED, AND IF SENT IN RESPONSE, WILL NOT BE ACCEPTED.

 

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.

 

NO OFFER TO BUY THE SECURITIES CAN BE ACCEPTED AND NO PART OF THE PURCHASE PRICE CAN BE RECEIVED UNTIL THE OFFERING STATEMENT FILED BY THE COMPANY WITH THE SEC HAS BEEN QUALIFIED BY THE SEC. ANY SUCH OFFER MAY BE WITHDRAWN OR REVOKED, WITHOUT OBLIGATION OR COMMITMENT OF ANY KIND, AT ANY TIME BEFORE NOTICE OF ACCEPTANCE GIVEN AFTER THE DATE OF QUALIFICATION. 

 

AN INDICATION OF INTEREST INVOLVES NO OBLIGATION OR COMMITMENT OF ANY KIND.