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Manhattan Street Fund


MANHATTAN STREET FUND

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

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WE WILL BUY, LEND TO AND INVEST IN CUTTING EDGE PRE-IPO COMPANIES

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

→ Online investing is booming right now, 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 incredibly exciting leading-edge pre-IPO companies might make it a superior opportunity.

→ This is an opportunity that nobody else 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) 7 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, AI, the metaverse, 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 of. 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.

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 list the MSFund shares on an ATS (Alternative Trading System) to provide liquidity for our investors as long as such listing is possible within SEC regulations.
2

Only For A Limited Time

The unit price is $2.80**. 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
6

Pre-Money Valuation

This is a pre-money valuation of $35 million

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 rapidly

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Loans will 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 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.

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 staff from Manhattan Street Capital. As we raise capital for the Fund, we will recruit dedicated team members.

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Rod Turner

GENERAL PARTNER

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Bryan Paton

COO

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Chip Tencza

OPERATIONS

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Akos Biro

SENIOR ANALYST

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Balint Jozsa

ANALYST

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Peter Tordai

MARKETING EXPERT

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.

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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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Ryan Frank

MARKETING

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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

January 12
Manhattan Street Fund announces its investment in the Graphene tech leader Avadain

Today, Manhattan Street Fund LP. announces its investment in Avadain, a company that has developed a proprietary method of manufacturing Graphene with high quality and affordable cost.

We at MSFund are very excited about our first investment because Graphene is an amazing material and the roadblock up till now has been that no one has been able to manufacture it at the required levels of quality. There are many things that are possible with Graphene that have never been possible before.

Avadain is the first company we are aware of with the technology to make commercially viable Graphene. Avadain’s Graphene will pave the way for Graphene to be used in nanotechnology, cleantech, deep tech, manufacturing, clothing, and life sciences industries. Learn more about Avadain and graphene.
You have the opportunity to invest (or invest more money) in The Manhattan Street Fund and enable the Fund to buy, invest, and lend capital to companies like Avadain.

Three synergistic developments have taken place;

1) Raising capital online via Crowd Investing reached critical mass in 2021

2) Manhattan Street Capital (MSC) is the recognized leader in the Reg A+ sector.

3) MSC now has a very strong deal flow of high-quality companies that address huge markets.

The Manhattan Street Fund is ideally situated to capitalize on this powerful combination!

The Manhattan Street Fund (MSFund) will do the following;

- Venture investing in and lending to compelling early-stage companies that can scale rapidly as they address huge markets.

- Venture investing in and lending to companies making Public Offerings via Reg A+.

- Buying companies that have tremendous potential that are unable to capitalize on it with their existing management.

We've only scratched the surface of what's possible. The rate of technology innovation is accelerating exponentially. A great way to benefit is to join us and participate in our flow of excellent opportunities that we are so fortunate to be working with.

 

I look forward to you joining us!

July 15
The Manhattan Street Fund Website is live!
January 18
Update On Deal Flow From Rod Turner

 

 

Comments

Post comment

Mark Siefker on November 03
I am just wondering where I find out how my investment is doing in the company that I invested in? I am not very savvy on this platform so need a little guidance, thank you for your time!

Akos on December 13
Hi Mark, which company did you invest in? I don't see investments under your name. Thanks.

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 Reg A+, 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. I also intend to list the shares/units of the fund on an ATS (Alternative Trading System) market to provide liquidity when that is feasible and to provide limited direct redemption to our investors if the SEC allows it during our intended Reg A+ filing. There are no guarantees that we will be able to do these things. We are raising capital at the present, and the rate at which we raise capital will determine how long it takes us to begin investing and lending to companies, which will determine how long it takes for results to accrue. Let me know if you have further questions. Thank you Rod

GEN Dr. Hari Seldon Jr., USAF on March 13
Made an investment to the Manhattan Street Capital fund on behalf of the Imperial Air Force of United States Space Force Co towards continuing development of the humanity in the Aerospace works of U.S. Space Mission.

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.

 

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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