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Sceye

High Altitude Platform stations for stratospheric infrastructure + 5G internet
B2B B2G Aerospace Technology
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Featured image of Sceye
Round
Series B Extension
Allocation
$5M
Price per security
$70.75
Minimum investment
$5,000
Security type
Limited Partnership Interest
Deadline
November 14, 2022
Sceye has withdrawn its campaign
All investments have
been refunded.

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Problem Solution Product Traction Biz. model Market Competition Vision and strategy Funding Impact Founders Disclaimers
About Team Press FAQ Risks

Documents

Capital R (OpenDeal Broker LLC, CRD #291387) is hosting this Reg D 506(c) securities offering by OIP SCEYE SPV, LLC.
Company documents
Subscription Agreement OIP SPV SCEYE PPM Supplement_10.18.22.pdf Form CRS.pdf Sceye PPM.pdf Sceye PPM Annex.pdf Sceye Financials.pdf Accreditation FAQs.pdf Additional Risk Disclosures.pdf Disclosures & Disclaimers.pdf
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Investment summary


$25M+ raised
Company has previously raised over $25M in capital
Venture-backed
Company is backed by a venture capital firm
  • Can provide high-speed mobile internet and broadcasting over vast areas
  • Harnessing game-changing materials tech in fabrics, batteries, and solar
  • Extensive commercial, environmental, and humanitarian applications
  • >$75M invested by CEO Mikkel Vestergaard, ~$37M raised in Series B round
  • Projected revenue of $25M+ in 2022

This investment involves pass-through losses and profits that may affect your taxes.  Please consult your tax advisor before investing to ensure this is a suitable investment.

This investment opportunity is to purchase interest in a Special Purpose Vehicle that will obtain an interest in the Issuer.

Disclosures & Disclaimers

Problem


The Big Space program from the 1960s are today's outdated models

  • Product not direct to mobile, expensive receivers and fixed technology with no upgrades 
  • Competes with $1T Telco Industry 
  • $10B upfront capital needed 
  • 10 years to operational 
  • Slower to react to market and more complex to deploy, operate and integrate

Solution


High Altitude Platform Stations for stratospheric infrastructure

Sceye is building highly advanced, high-altitude platform stations. Robust, versatile and solar-powered, they operate in the stratosphere at 65,000 feet. From here, they can deliver super-fast internet connection directly to devices and high-resolution imagery of the Earth in real time.

Sceye's mission is to use this pioneering technology to improve people’s lives and protect our planet.

—
What Sceye offers

  • Sceye's HAPS form a network of stations in the stratosphere—at 65,000 ft (20 km)—capable of long endurance service
  • Part of a new generation of high-altitude platform stations (HAPS), Sceye is the only known geostationary player
  • Sceye can provide everyone access to high-speed mobile internet and broadcast services connecting large populations over vast areas
  • Connects directly to users’ devices whether 2G/3G/4G/5G—high speed, low latency
  • Can be deployed over city centres and rural communities in remote regions, finally connecting 4B people to the digital economy

—
About Sceye

Sceye is a material science company leading a new generation of high-altitude platform stations, or HAPS. Its groundbreaking work will help transform lives.

Sceye’s success has been built on a meticulous iterative development and testing process combined with extensive flight experience, enabling the creation of the most advanced product in the HAPS sector.

Sceye's engineering team has a wealth of diverse expertise that combines the best of America’s Cup, aerospace and advanced academic research.

Sceye chose the form factor of an airship over balloons and fixed wing aircrafts as it allows for geostationary capability, while lifting and powering far more payload than any other platform.

Sceye is solar powered during the day and battery powered at night. Sceye doesn't rely on rocket fuel like satellites or single use plastics like balloons.

Working with its global partners, Sceye's mission is to connect and protect our planet from the stratosphere.


Product


Right format,
right materials

—
Unique materials for stratospheric success
—


Revolutionary aerospace fabric


  1. Metallic layer shields from ozone and UV degradation
  2. Inner layer ensures state-of-the-art gas retention 
  3. Adhesive middle layers also provide gas retention 
  4. Core layer provides load bearing for high pressure


  • Stronger than nearest alternative, relative to weight
  • UV and ozone resistant 

—


High energy density battery


  1. Lithium Sulphur battery at > 400 Wh/kg
  2. 400 Wh/kg is the threshold at which airplanes go electric






  • Sceye has optimized the electrolyte chemistry to reduce the volume required to achieve stable reactions 
  • Pore size and volume are controlled using a specially formulated MWCNT carbon matrix 
  • Porous sulfur-containing carbon matrix for cathode and separator coating, specially processed to provide stable chemistry 

—


Light, durable solar caping


  1. Sceye applied its expert lamination know-how to create a lighter solar cape essential for long endurance, heavy lift missions 
  2. Covers large airship surface for maximum solar capture generating 10s of kWs of power


  • Backing and weather layer developed with extreme weight reduction 

Traction


Flights

Continuous development

 

Business model


Telecom

—
Flight Operations Model for TelCo Services Station

Based on Management's Projections

—
Recurring revenues

  • Stations and payloads are provided as long-term services 
  • 1st year of new station revenues cover build, materials and flight operations 
  • Subsequent years cover maintenance, parts replacement, and flight operations 
  • 5-month payback on station
  • Y1 contribution is $5.3M
  • 5-year contribution of $24.9M

Market


Market fit

—
SCEYE serves the 2nd largest market—
4B populated rural and which is growing:

  • Beyond towers—unfeasible access and economics 
  • Beyond satellites—expensive receivers, low capacity/km2 
  • 3D beam forming fills white spaces—massive MIMO (multiple-input and multiple-output) arrays
  • Sceye’s unique capacity, range, geostationary deliver unit economics that capture this vast middle market  

Competition


Comparing HAPS

(High Altitude Platform Stations)

Fixed wing
Needs propulsion to stay aloft, but has insufficient surface area for solar panels, resulting in miniscule SWaP as the majority of power goes to propulsion.

Balloon
Balloon can not be geostationary, as it has no propulsion nor steering so drifts with the wind. Can lift plenty of payload, but offers limited power to payload.


Airship
The form factor of airships will dominate the HAPS category with superior SWaP and geostationary capability



Telco — what separates the field


Success in TelCo comes from reaching the greatest number of people which requires: 

  • Geostationary for precise coverage 
  • Powerful, large payloads to connect hundreds of thousands 
  • Economic advantage that enables access to all markets 

Vision and strategy


Equitable connectivity

Sceye is creating a new and equitable service that works for everyone. It works with networks to extend broadband coverage to every corner, so that nobody’s left behind.

Sceye’s ability to lift and power in the stratosphere for months at a time, makes Sceye a compelling alternative to both satellites, terrestrial infrastructure and other HAPS (High Altitude Platform Stations).

By lifting a cell tower to this altitude, Sceye extends its reach 100s of times to improve the efficiency and speed, and because Sceye connects directly to any device—cellphone, tablet, PC—everyone can access a high-speed internet service from anywhere.

To deliver this breakthrough, Sceye deploys state-of-the-art massive active MIMO array antennae and 3D beamforming technologies that deliver extended range, efficiency and a high quality of service—far beyond that of current systems.

Sceye stations uniquely hold positions for precise delivery of coverage where it’s needed, filling in all existing coverage gaps. Sceye complements existing ground networks by avoiding interference, efficiently re-using their spectrum to provide a compatible, reliable and rapidly scalable layer of network in the sky.


Right path to commercialization


(1)  Both  projects  have  been  abandoned  -  Facebook   in   2018  and  Alphabet   in  2021.

—

(1)  Both  projects  have  been  abandoned  -  Facebook   in   2018  and  Alphabet   in  2021.


Opportunity


The ask

To complete the current round to $50M, by raising an additional $13M.

The aim

$603M revenues, over $169M EBITDA forecast for 2026.


Financial forecast


Funding


$110M+ invested

More than $75M has been invested in the company by Mikkel Vestergaard, taking SCEYE successfully through R&D cycle to SCEYE commercial demonstrator flights.

In August 2021, SCEYE raised ~$37M from Series B investors.

Impact


While they're up there

Internet access is a basic right that improves healthcare, education, quality of life and democracy itself. Sceye is aiming to provide a truly equitable connectivity across rural communities and urban centers—connecting underserved locations that have previously been out of reach.

Sceye is also committed to monitoring and protecting the Earth. Sceye's platforms can carry advanced sensors that can track greenhouse gas emissions in real-time, supporting the development of enforceable, accountable climate-friendly policies.

Sceye believes that doing good is good business. Sceye is committed to providing universal connectivity and enabling environmental stewardship.



—
Environmental 

1. Real-time climate change monitoring and transparent conservation

  • Civil society, Academia and Government 

2. Precise and persistent monitoring of:

  • Methane and CO2 emissions 
  • Ecosystems 
  • Natural resources

3. Early detection and prevention of:

  • Forest fires, floods, storms 
  • Oil spills and dumping
  • Illegal fishing and poaching – dark vessel identification

4.  Sustainable resource management

  • Water resources, usage, quality 
  • Agriculture—yield optimization, drought and pest mitigation
  • Forest, vegetation, land, livestock management

—
Humanitarian

  • Human trafficking—detection and prevention
  • Public health response—early detection and contact tracing
  •  Disaster relief response—protection of displaced populations 
  • Maritime—taking ‘search’ out of search and rescue

Founders


Mikkel Vestergaard

Chief Executive Officer

  • Entrepreneur with nearly 30 years of material science and humanitarian innovation focus 
  • Has built and advised multiple global health and technology companies and a veteran of the materials science sector 
  • Has advised the Danish prime minister, been selected as a young global leader by the World Economic Forum and won a Saatchi & Saatchi award for world-changing ideas.

About the company


Sceye is a material science company leading a new generation of high-altitude platform stations, or HAPS. Its groundbreaking work will help transform lives.

Sceye’s success has been built on a meticulous iterative development and testing process combined with extensive flight experience, enabling the creation of one of the most advanced products in the HAPS sector.

Sceye's engineering team has a wealth of diverse expertise that combines the best of America’s Cup, aerospace and advanced academic research.

Sceye chose the form factor of an airship over balloons and fixed wing aircrafts as it allows for geostationary capability while lifting and powering far more payload than any other platform.

Sceye is solar powered during the day and battery powered at night. Sceye doesn’t rely on rocket fuel like satellites or single use plastics like balloons.

Working with its global partners, Sceye's mission is to connect and protect the planet from the stratosphere.

Disclaimers


Risks of early stage investment. Not an offer to buy or sell securities. This is a long-term speculative illiquid investment. Investment is not FDIC or SiPC insured. 

This site (the "Site") is owned and maintained by OpenDeal Inc., which is not a registered broker-dealer. OpenDeal Inc. does not give investment advice, endorsement, analysis or recommendations with respect to any securities. All securities listed here are being offered by, and all information included on this Site is the responsibility of, the applicable issuer of such securities. The intermediary facilitating the offering will be identified in such offering’s documentation.

All funding-portal activities are conducted by OpenDeal Portal LLC doing business as Republic, a funding portal which is registered with the US Securities and Exchange Commission (SEC) as a funding portal (Portal) and is a member of the Financial Industry Regulatory Authority (FINRA). OpenDeal Portal LLC is located at 335 Madison Avenue, 16th Floor, New York, NY 10017, please check out background on FINRA’s Funding Portal page.

All broker-dealer related securities activity is conducted by OpenDeal Broker LLC, an affiliate of OpenDeal Inc. and OpenDeal Portal LLC, and a registered broker-dealer, and member of FINRA | SiPC, located at 1345 Avenue of the Americas, 15th Floor, New York, NY 10105, please check our background on FINRA’s BrokerCheck. Investments in private companies are particularly risky and may result in total loss of invested capital. Past performance of a security or a company does not guarantee future results or returns. Only investors who understand the risks of early stage investment and who meet the Republic's investment criteria may invest.  Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC verify information provided by companies on this Site and makes no assurance as to the completeness or accuracy of any such information. Additional information about companies fundraising on the Site can be found by searching the EDGAR database, or the offering documentation located on the Site when the offering does not require an EDGAR filing.

Certain pages discussing the mechanics and providing educational materials regarding regulation crowdfunding offerings may refer to OpenDeal Broker LLC and OpenDeal Portal LLC collectively as “Republic”, solely for explanatory purposes.

Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC make investment recommendations and no communication, through this Site or in any other medium should be construed as a recommendation for any security offered on or off this investment platform. Investment opportunities posted on this Site are private placements of securities that are not publicly traded, involve a high degree of risk, may lose value, are subject to holding period requirements and are intended for investors who do not need a liquid investment. Past performance is not indicative of future results. Investors must be able to afford the loss of their entire investment. Only qualified investors, which may be restricted to only Accredited Investors or non-U.S. persons, may invest in offerings hosted by OpenDeal Broker.

Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC, nor any of their officers, directors, agents and employees makes any warranty, express or implied, of any kind whatsoever related to the adequacy, accuracy or completeness of any information on this Site or the use of information on this site. Offers to sell securities can only be made through official offering documents that contain important information about the investment and the issuers, including risks. Investors should carefully read the offering documents. Investors should conduct their own due diligence and are encouraged to consult with their tax, legal and financial advisors.

By accessing the Site and any pages thereof, you agree to be bound by the OpenDeal Portal’s Terms of Use and Privacy Policy and/or OpenDeal Broker’s Terms of Use and Privacy Policy. Please also see OpenDeal Broker’s Business Continuity Plan and Additional Risk Disclosures.

Investors should verify any issuer information they consider important before making an investment.

https://www.finra.org/#/

https://www.sipc.org/

Documents

Capital R (OpenDeal Broker LLC, CRD #291387) is hosting this Reg D 506(c) securities offering by OIP SCEYE SPV, LLC.
Company documents
Subscription Agreement OIP SPV SCEYE PPM Supplement_10.18.22.pdf Form CRS.pdf Sceye PPM.pdf Sceye PPM Annex.pdf Sceye Financials.pdf Accreditation FAQs.pdf Additional Risk Disclosures.pdf Disclosures & Disclaimers.pdf

About Sceye

Legal Name
Sceye Inc.
Founded
Mar 2015
Form
Delaware Corporation
Employees
35
Website
sceye.com
Social Media
Headquarters
Google Map location of of Sceye
George Applebay Way Building 200 , Moriarty, NM
Headquarters
George Applebay Way, Building 200, Moriarty, NM, United States 87035

Sceye Team
Everyone helping build Sceye, not limited to employees

Profile picture of Mikkel Vestargaard
Mikkel Vestargaard
Chief Executive Officer
Entrepreneur with nearly 30 years of material science and humanitarian innovation focus Has built and advised multiple global health and technology companies and a veteran of the materials science sector
Profile picture of David Kim
David Kim
Chief Technology Officer
PhD in environmental science and engineering from UNC Post Doc in environmental health from Harvard. Previous CTO of Vestergaard
Profile picture of Anousheh Ansari
Anousheh Ansari
Chair of the Board
CEO of the Ansari X Prize Co-founder and former CEO of Telecom Technologies, Inc. Co-founder and chairwoman, Prodea Systems. Iranian-American Engineer and Astronaut
Profile picture of Stephanie Luongo
Stephanie Luongo
Chief of Mission Operations
Over 17 years of experience in the aerospace industry spread across design & development, integration, flight test planning and execution, operations, and management
Profile picture of Julia Halin
Julia Halin
Chief Financial Officer
Over 15 years of leadership and finance experience with a focus on stakeholders’ value creation.
Profile picture of Dayan Hochman-Vigil
Dayan Hochman-Vigil
General Counsel
Aviation & space law attorney, specializing in transportation, including aviation and space regulatory law and litigation.
3 more team members
Mikkel Vestargaard
Chief Executive Officer
David Kim
Chief Technology Officer
Anousheh Ansari
Chair of the Board
Stephanie Luongo
Chief of Mission Operations
Julia Halin
Chief Financial Officer
Dayan Hochman-Vigil
General Counsel

Press

Sceye HAPS Ascend to Stratosphere Using Renewable Energy ...
Businesswire
·
Jun 15, 2022

ROSWELL, N.M.--()--Sceye, a manufacturer of High-Altitude Platform Stations (HAPS), announced today that it reached the s...

EPA, New Mexico collaborate with Sceye on air quality mon...
US EPA US EPA
·
Aug 13, 2021

Five-year study will provide data critical to understanding air quality issues The MOU facilitates collaborative air- and...

Sceye Reaches Stratosphere; Flies at 64,000 Ft.
Businesswire Businesswire
·
May 21, 2021

ROSWELL, N.M.--()--Sceye, a developer of high-altitude platform stations (HAPS), announced today that it successfully lau...

Company Tests High-Altitude Airship Over New Mexico Desert
US News & World Report

ALBUQUERQUE, N.M. (AP) - A technology company that wants to bring broadband to more remote areas and monitor methane and ...

Swiss broadband company launches successful test flight f...
New Mexico Inno

Swiss space company Sceye performed a successful test flight on Oct. 30 from New Mexico, deploying a platform that provid...

FAQ

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You can find resources on the risks to investing here: 

 

Disclosures & Disclaimers 

Additional Risks Disclosures

Still have questions? Check the discussion section.

Risks

The SPV has limited operating history.
As of the date of this Memorandum, the SPV has made only one investment and has limited operating history. There can be no assurance that the SPV will be able to achieve its investment objective or that a Member will receive a return of its capital. Prospective investors will have little historical information regarding the SPV on which to base an investment decision.
There is only one Managing Member and it has limited operating history and personnel.
OIP Management Company, LLC will serve as the sole managing member of the SPV and will be responsible for the day-to-day management and operations. The Managing Member is newly formed and has very limited operating history and few personnel. In the event of turnover among the management team, the Managing Member may be unable to fulfill the duties required for the SPV to achieve its objectives.
The Managing Member with take a one-time management fee on Non-Managing Members’ capital contributions.
A one-time management fee will be assessed on each Capital Contribution of the Non-Managing Members in the amount of 1% of the net asset value of such Capital Contribution (the “Management Fee”). Such Management Fee will reduce the return on interest for Non-Managing Members proportionally.
There is no minimum Offering size.
The Offering is not contingent on obtaining a minimum amount of subscriptions, and the SPV may proceed with its investment strategy regardless of the amount of funds received. As a result, there is a risk that any individual investor’s subscription amount will comprise a significant portion of the SPV’s capital. In addition, if the proceeds of the Offering are insubstantial, there may be insufficient proceeds to pay the Herky Loan in full or acquire additional Securities. Any net proceeds the SPV receives in the Offering will be used first to repay the Herky Loan. There can be no assurance that any additional Securities will be purchased or that the SPV will be able to pay for the Securities it already holds.
The SPV’s asset may lack diversification.
The SPV’s sole asset will consist of the Securities. The SPV will have no control over the business and operations of the Portfolio Company. Because the SPV will not have a diversified portfolio, poor performance by the Securities will necessarily result in poor returns to Members.
The prior investment performance of the management team or the Securities is not a predictor of future performance of the SPV.
To the extent the management team has experienced success with other investments, those results are, in any event, past results and are not indicative of future results of the SPA’s investments. The management team may have benefited from investment opportunities and general market conditions that may not repeat for the SPV. The SPV’s ability to attain its investment objectives will depend on the ability of the Portfolio Company to operate profitably, maintain a good financial position, increase earnings and obtain a competitive advantage. There can be no assurance that the Portfolio Company and the Securities will perform well. The likelihood of success of the SPV must be considered in light of the challenges, difficulties, complications and delays frequently encountered by investors in early stage and growth stage companies. Prior performance by members of the SPV’s management team is not predictive of future performance of the Securities.
Investors in this Offering will have little or no control over the operations of the SPV.
Investors in this Offering will have no control over the management of the business activities or affairs of the SPV. Consequently, an investor should not become a Member of the SPV unless it is willing to entrust management of the SPV to the Managing Member and the Investment Manager. The successful operation of the SPV will be entirely dependent on the performance of the Managing Member and the Investment Manager in selecting, acquiring, managing and disposing of the Securities. Under the terms of the LLC Agreement, the Members’ right to vote is limited solely to certain amendments of the LLC Agreement, as set forth in the LLC Agreement. An amendment to the LLC Agreement generally requires the approval of the Managing Member and a majority in interest of the Non-Managing Members provided that ministerial amendments only require the Managing Member’s consent. The Non-Managing Members have no other voting or approval rights under the LLC Agreement.
A significant decline in the value of the SPV’s assets could result in a depletion of collateral.
The Herky Loan is secured by the Securities and other assets owned by the SPV on July 26, 2021. If the SPV is unable to repay the Herky Loan when it matures, the lender may be entitled to pursue its remedies under the Herky Loan Documents, including among other things, taking ownership of the Securities. If the Securities have declined in value, there may not be any assets remaining for distribution to the Non-Managing Members.
The SPV may not make any distributions to its Members.
There can be no assurance as to whether the SPV’s investment in the Portfolio Company will generate sufficient liquidity to make any distributions to its Members, even in liquidation. In the event that the SPV is unable to operate as planned, investors may lose the entire value of their investment.
Some of the SPV’s distributions may be in kind.
Distributions in kind may be made by the SPV if permitted by applicable law. Any such distributed securities will be valued at fair market value, as determined by the Managing Member, in its sole discretion. There is no market for the Securities and one may not have developed at the time the Securities are distributed, which could make them very difficult to value. In addition, the Securities or any other securities that are distributed by the SPV may be subject to a variety of legal or practical limitations on sale. There can be no assurance that the value assigned to the SPV’s securities will be comparable to the value that would be obtained from a disinterested third party valuation firm or other knowledgeable and impartial valuator. Non-Managing Members will have no right to contest the value the Managing Member assigns to distributed securities. If securities are publicly traded at the time of an in kind distribution, immediately following such distribution, trading volume may be insufficient to support sales by investors without such sales triggering a price decline, which would make it difficult or impossible for all investors to sell such securities at the distribution price. The Managing Member is under no obligation to take any particular factors into account when establishing a distribution price in connection with an in-kind distribution and there can be no assurance that the distribution price will be adjusted to reflect actual sale prices obtained by the investors. Further, the Managing Member’s right to receive carried interest in respect of gains attributable to the SPV’s securities creates a conflict of interest and may influence valuation decisions. Non-Managing Members will have no oversight with respect to conflicts of interest involving asset valuation.
Investors may be required to return distributions.
Subject to the limits described in the LLC Agreement, distributions to investors may be subject to recall by the Managing Member to pay SPV expenses and liabilities. Investors also may be required to return amounts distributed to them as necessary to meet their share of any indemnity obligations of the SPV, subject to limits set forth in the LLC Agreement.
Investors will not be permitted to withdraw from the SPV.
Investors will have no right to withdraw from the SPV, except with consent of the Managing Member.
An investor may be required to withdraw from the SPV.
Under the terms of the LLC Agreement, the Managing Member may, in its sole discretion, require a Non-Managing Member to withdraw from the SPV on very limited notice. In such event, the Managing Member may cause an existing Member or a new Member to purchase the Interest of the withdrawing Member or otherwise arrange for the disposition of the withdrawing Member’s Interest. The withdrawing Member will not be permitted to participate in any capital gains or income generated by the Securities after such Member’s withdrawal. There can be no assurance that the amount paid to a withdrawing Member will reflect the value of the Interest relinquished or that such Member will not sustain substantial losses in connection with a mandatory withdrawal.
An investment in the SPV will be highly illiquid and subject to numerous restrictions on transfer, and investors must plan to hold their Interest for the life of the SPV.
Because the Interests are being offered pursuant to exemptions from registration under applicable federal and state securities laws, the transfer of Interests will be restricted unless (i) exemptions from such registration requirements are applicable to such transfer, or (ii) the Interests are registered pursuant to applicable federal and state securities laws. Additionally, the LLC Agreement also imposes restrictions on the transferability of Interests. Even if securities law exemptions are available and a transfer is permitted under the LLC Agreement, no ready market now exists, nor can such a market be expected to exist for the sale, transfer or other disposition of Interests. In addition, the SPV and the Managing Member will have little or no control over the Portfolio Company or its potential success or failure. Venture capital investments, such as the SPV’s investment in the Securities are highly risky and frequently result in losses. Therefore, investors in this Offering should be able to bear the economic risk of an investment in the SPV for an indefinite period of time.
The SPV will not be registered as an investment company under the Investment Company Act.
Although the operation of the SPV may be similar to those of an “investment company,” the SPV will not be required to register as an “investment company” under the Investment Company Act. The SPV will rely on the exemption from the definition of “investment company” under the Investment Company Act set forth in Section 3(c)(1), which exempts an issuer whose outstanding securities (other than short-term paper) are owned beneficially by not more than one hundred persons and that is not making and does not presently propose to make a public offering of securities. Accordingly, the provisions, extensive regulations and investor protections of the Investment Company Act that may apply to registered investment companies will not be applicable to the SPV.
The SPV, the Managing Member and the Investment Manager are not registered under the Investment Advisers Act of 1940.
None of the SPV, the Managing Member, the Investment Manager or any of their respective members or managers, presently intends to register as an investment adviser under the Advisers Act or any similar state laws or regulations and, accordingly, investors in the SPV will not have the protections afforded by the Advisers Act or such state laws and regulations.
The SPV and the Managing Member have conflicts of interest.
The Managing Member caused the SPV to enter into the Herky Loan on terms and subject to conditions determined by the Managing Member or its affiliates in its sole discretion, without consent of the Members. In the event the SPV is unable to repay the Herky Loan on the terms agreed, or the SPV otherwise defaults on the Herky Loan, the Securities and any other assets securing the Herky Loan may be transferred to the lender at a loss to the Members. In addition, in connection with a default or anticipated default, the Managing Member may refinance the Herky Loan or enter into a restructuring arrangement in favor of the lender, to the detriment of the SPV and the Non-Managing Members. Moreover, under the terms of the LLC Agreement, the Managing Member may enter into other related party transactions, agreements or arrangements with persons or entities affiliated with the Managing Member, with no oversight or consent by Non-Managing Members. Where the Managing Member is permitted or required under the LLC Agreement to make a decision in its sole "discretion" or under a grant of similar authority or latitude, the Managing Member will be entitled to consider such interests and factors as it desires, including its own interests, and will have no duty or obligation to give any consideration to any interest of or factors affecting the SPV or any other person or entity.
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This site (the "Site") is owned and maintained by OpenDeal Inc., which is not a registered broker-dealer. OpenDeal Inc. does not give investment advice, endorsement, analysis or recommendations with respect to any securities. All securities listed here are being offered by, and all information included on this Site is the responsibility of, the applicable issuer of such securities. The intermediary facilitating the offering will be identified in such offering’s documentation.

All related securities activity is conducted by OpenDeal Broker LLC a registered broker-dealer, Member of FINRA and SiPC, an affiliate of OpenDeal Inc. and OpenDeal Portal LLC, located at 149 5th Avenue, 10th Floor, New York, NY 10010. Please check our background on FINRA’s BrokerCheck.

Certain pages discussing the mechanics and providing educational materials regarding regulation crowdfunding offerings may refer to OpenDeal Broker LLC and OpenDeal Portal LLC collectively as “Republic”, solely for explanatory purposes.

Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC make investment recommendations and no communication, through this Site, or in any other medium, should be construed as a recommendation for any security offered on or off this investment platform. Investment opportunities posted on this Site are private placements of securities that are not publicly traded, involve a high degree of risk, may lose value including the total loss of invested capital, are subject to holding period requirements and are intended for investors who do not need a liquid investment. Past performance is not indicative of future results. Investors must be able to afford the loss of their entire investment. Only qualified investors, who understand the risks of early-stage investment and who meet the Republic's investment criteria may invest. Investors may be restricted to only Accredited Investors or non-U.S. persons, to invest in offerings hosted by OpenDeal Broker. Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC, nor any of their officers, directors, agents and employees make any warranty, express or implied, of any kind whatsoever related to the adequacy, accuracy or completeness of any information on this Site or the use of information on this site. Offers to sell securities can only be made through official offering documents that contain important information about the investment and the issuers, including risks. Investors should carefully read the offering documents. Investors should conduct their own due diligence and are encouraged to consult with their tax, legal and financial advisors.

By accessing the Site and any pages thereof, you agree to be bound by the Terms of Use and Privacy Policy. Please also see OpenDeal Broker’s Business Continuity Plan and Additional Risk Disclosures. All issuers offering securities under regulation crowdfunding as hosted by OpenDeal Portal LLC are listed on the All Companies Page. The inclusion or exclusion of an issuer on the Platform Page and/or Republic’s Homepage, which includes offerings conducted under regulation crowdfunding as well as other exemptions from registration, is not based upon any endorsement or recommendation by OpenDeal Inc, OpenDeal Portal LLC, or OpenDeal Broker LLC, nor any of their affiliates, officers, directors, agents, and employees. Rather, issuers of securities may, in their sole discretion, opt-out of being listed on the Platform Page and Homepage.

Investors should verify any issuer information they consider important before making an investment.

Investments in private companies are particularly risky and may result in total loss of invested capital. Past performance of a security or a company does not guarantee future results or returns. Only investors who understand the risks of early stage investment and who meet the Republic's investment criteria may invest.

Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC verify information provided by companies on this Site and makes no assurance as to the completeness or accuracy of any such information. Additional information about companies fundraising on the Site can be found by searching the EDGAR database, or the offering documentation located on the Site when the offering does not require an EDGAR filing.

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. Therefore, when you use the Services we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver's license, passport or other identifying documents.

Republic and its affiliates are not and do not operate or act as a bank. Certain banking services are provided by BitGo Trust Company, a South Dakota-chartered trust company and registered money services business. BitGo Trust Company is not an FDIC member. Digital (crypto) assets and investment products are not insured by the FDIC, may lose value, and are not deposits or other obligations of BitGo Trust Company and are not guaranteed by BitGo Trust Company. Terms and conditions apply.

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