For Accredited Investors Only
Our truly unique deal flow enables us to invest in groundbreaking pre-IPO companies with huge upside potential.
→ 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.
In the 9 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.
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.
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.
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) 9 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.
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:
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.
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
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.
The Fund will buy securities and/or be provided warrants
The Fund plans to lend to, invest in, and buy companies
The MSFund capital can be recycled
Loans will usually be secured
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.
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.
Manager, GP Navigator II LLC (GP Navigator II LLC is the General Partner of Manhattan Street Fund LP).
Strategic Advisory
MSC Analyst
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.
ASIA PACIFIC AND
EUROPE
STRATEGIC ADVISOR
ASIA PACIFIC AND
EUROPE
STRATEGY
MARKETING AND SOCIAL
IMPACT
STRATEGIC AND REAL
ESTATE ADVISOR
STRATEGIC ADVISOR
STRATEGIC AND CROWD
INVESTING
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.
CEO OF AVADAIN
EARLY INVESTOR
MANAGER AND PRINCIPAL OF
GET RESOURCES GROUP, LLC.
* These results may or may not work out as we intend, see legal disclaimer below.
** This price is available for a limited time.
Manhattan Street Fund LP is an investor in Avadain, and we are pleased to provide this new status update from Avadain for investors in the Manhattan Street Fund LP. We edited this update to make it shorter;
From the Avadain team;
We are pleased to provide this Q3 2024 update on our continued progress. The team is busy, morale is high and we are excited about our momentum.
Financial Position
Avadain’s financial position continues to remain strong.
We kept our Series A open to accommodate a couple of new investors in the private placement, which was originally targeted at $1.5 million. We closed the private placement in late August at $2.09 million. Combined with the very successful crowdfunding campaign that closed with $4.5 million, the Series A total was just shy of $6.6 million – $1.2 million above our target. Avadain’s post money valuation is currently $45 million.
We began the year planning to raise $10 million in a Series B round starting this past summer. Two opportunities intervened. First, the US Department of Defense opened grant opportunities for breakthrough capabilities enabling the US to advance legacy/traditional defense manufacturing, attract emerging defense sectors, and to mitigate supply chain dependencies on foreign adversarial networks and build/maintain strong developmental relationships within the global defense industrial base.
NIST Grant
Because some of the NIST grant funds were not spent by the end of the 2-year grant period last Spring, SwRI requested and received an extension of the grant period until the end of 2024. SwRI continues to do valuable work under the NIST grant on optimizing the manufacturing process, innovating enhanced product dispersion methods and on-going development of the continuous flow reactor. We anticipate that all the NIST funds will be expended by the end of this year.
Technical Status
To speed deployment of the much-anticipated Pilot Plant, Avadain and Harcros agreed to utilize a batch production reactor (instead of continuous flow).
The batch reactor for the Pilot Plant has been designed by SwRI to produce up to 250 grams per run – which represents a 125x increase over the current Gen 2 reactor capacity of 2 grams per run. Testing of the Pilot Plant reactor begins this week. SwRI’s Pilot Plant design is almost complete and will be capable of producing over 50,000 grams per year. Fabrication is expected to start in Q4 with shipment to Harcros in Q1.
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.
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.
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.
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