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Manhattan Street Fund - Reg D 506c Offering

Summary

Reg D 506c offering for Accredited Investors Only - $10,000 minimum investment

Invest in companies developing virus tests, treatments, and vaccines

 

THE FUND:

THE MANHATTAN STREET FUND

 

The Manhattan Street Fund will invest in and lend capital to select companies that are developing virus tests, medicines, vaccines and related technologies that protect the public.

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.

We will also back companies in more conventional fields such as Real Estate, Alternative Energy, and Technologies that appeal broadly to consumers.

The Fund will also make investments and lend to companies and technologies that intend to reverse Climate Change in highly scalable ways that do not depend on governments around the world to rapidly cut greenhouse gas emissions.

Other characteristics of the Manhattan Street Fund:

The Fund will lend capital and invest capital into select companies that are planning to raise up to $50M of 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.

Manhattan Street Capital has strong deal flow and sees many attractive companies, some of which will be opportunistic investments for the Fund.

 

Watch our overview video

"Invest like a venture capitalist. This fund offers you the opportunity to get in early and participate in the potential upside of early stage companies that are on a growth path."

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+.

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 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 its 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.

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+

InsituBiologics - Completed Reg A+

ERC Homebuilders - Current Reg A+

CloudCommerce - Current Reg A+ Secondary Offering

CalTier Realty - Current Reg A+

"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 LP intends to raise its first fund via a Reg A+ equity offering. By investing now in this Reg D 506(c) Convertible Note**, your investment (if/when Qualified* by the SEC) will (at your option) convert into liquid Reg A+ securities at a significant discount from the $4 Reg A+ price giving you a stepped-up value on your investment.

The price for this second tranche of Reg D investment via Convertible Note is $1.40 per Unit. This price is available for a limited time.

This is a pre-money valuation of $17.5 million. The intended pre-money valuation for the Manhattan Street Fund in it’s Reg A+* at launch is $50 mill.

If you invest now into the Convertible Note your conversion cost per Unit will be $1.40 and your investment will convert into Units in the Reg A+* at the price of $4.00 (at the pre-money valuation for the Reg A+* of $50 mill).

The investor will receive the following (when the SEC Qualifies* the Reg A+):

The investments will convert into investments in the Reg A+ on the first day the Reg A+ is live to investors, and they will initially be priced at $4 per unit. This gives the investor a significant step up from their investment. Because the Reg A+ is a Public Offering these Units are tradable from the SEC perspective (which does not mean there will be a liquid aftermarket. The Fund plans to provide reasonable direct liquidity to investors).

Click the Reserve Now button to make a non-binding reservation in the Manhattan Street Fund LP Convertible Note. One of our team members will get in touch with you to enable your investment. We record the date and time of each reservation so that we can deliver fair and accurate access for each investor to the best available unit price – first come, first served.

When the SEC Qualifies* our Reg A+ offering, 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

 

  • Conversion price / Unit ***
     

    $1.40

  • Minimum investment of
     

    $10,000

  • Total offering of up to
     

    $10 million

* There can be no guarantee that the SEC will Qualify the Offering.

** Note that investments into this Convertible Note convert automatically into an investment in the Reg A+ immediately upon SEC Qualification, at the stepped up price per unit of $4 per unit.

In the event that the Reg A+ does not Qualify the Reg A+ then the Convertible Note investments convert into Reg D investments at a pre-money valuation of $20 million.

*** This discounted price is available for a limited time.

 

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 who will 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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Risk Factors

Please read the Risk Factors here: Get Risk Factors

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.