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Aaron Kaplan, CEO of Prometheum – Interview Series

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Aaron Kaplan, CEO of Prometheum - Interview Series

Prior to Prometheum you were the Founder of EquityArcade, a platform that enabled consumers to buy shares in video game startups. Can you let us know how your experience at EquityArcade transitioned over to Prometheum?

EquityArcade was a Reg CF equity crowdfunding platform that allowed consumers (investors) to invest in the future revenue generated from indie game funded on the platform. Reg CF is part of the JOBS Act, which also contains the Reg A+ crowdfunding rules. Prometheum uses Reg A+ as a means to allow the general public to invest in blockchain securities. All JOBS Act regulations relate to online equity crowdfunding. As a result, we have been able to leverage many of the experiences and lessons from EquityArcade in building Prometheum’s Reg A+ offering platform. 

 

Prometheum enables companies to raise capital by offering their own Smart Security Tokens (SSTs). Can you share with us how SSTs differentiate themselves from other industry standards such as STOs (Security Token Offerings) or DSOs (Digital Security Offerings)?

SSTs, STOs and DSOs are all different protocols that are attempting to solve the same problem. Until there’s complete regulatory clarity around certain critical components – including custody –  of the blockchain securities ecosystem, it’s not possible to conclude which protocol provides the best foundation.

 

What’s the process for a company to launch an SST?

An issuer looking to issue a SST will submit an application for an offering to Prometheum. At that point, the issuer will submit all relevant documents that will allow Prometheum to conduct the requisite due diligence in order to determine whether the company is qualified to issue an SST. Upon passing the due diligence process, the issuer will complete the Reg A+ offering circular and submit that document to the SEC for qualification. Once qualified by the SEC, the offering will be listed on Prometheum’s offering platform and begin their capital formation activities. When the stated amount of capital is raised, there will be a closing and distribution of the SST into the investors’ Prometheum brokerage account. Upon distribution of an SST, Prometheum’s issuance platform coordinates the multi-signature, multi-stage process that is used to place investors’ SSTs in either their Master or Personal Wallet. Once the distribution occurs, Prometheum will list the SST on our retail based (i.e. open to all investors) Alternative Trading System (ATS), and secondary market trading will begin in the issuer’s SST. 

 

What type of fees should companies expect from launching an SST and hosting it on your platform?

Our goal is to allow companies to raise up to $50m in the most efficient way possible:  faster, less expensive, and easier than any other legal capital raising method. In terms of direct fees, we plan on charging issuers a small percentage of the total amount they raise (1-3% dependent on the total raised).  Once a token has been distributed and is trading on the ATS, companies are charged a quarterly membership fee of $2,500 for maintaining their order book.

Indirect fees not charged by Prometheum can vary and are related to legal and prep for the creation of the Reg A documents, accounting, auditing, marketing, and other possible professional services.  

    

SST will be Reg A+ issued. For investors who are not familiar with this legislation and what does it mean? Could you explain the benefits?

Regulation A+ allows issuers to raise up to $50 million from the general public annually, and such securities, when issued, are freely tradeable on a secondary market. Reg A+ is really the perfect regulation for issuing blockchain securities as it meets the spirit that was initially conceived by the crypto community- it allows the general public to invest, and the asset is freely tradeable upon distribution but in a regulated manner (unlike many historical token investments). 

 

Tokens that are created on your platform will then be tradeable on a custom ATS (Alternative Trading System). Could you elaborate on how your ATS will operate?

On the surface, the ATS operates just like a traditional equities electronic market.  Every token has as order book representing supply and demand for that token – bids (what buyers are willing to pay, and the number of tokens they want) and asks (offers to sell, or what sellers are willing to sell for, and the number of tokens they want to sell). This order book is managed by the matching engine which uses an algorithm to arrange the bids and asks into a price, upon the price quote the engine then utilizes time priority, and ultimately “matches” buyers and sellers when they meet at the same price.  There is an online trading platform, similar to Etrade or Schwabb, which allows traders and investors to see the order book, look at charts, enter orders and see their account status and previous transactions. Through the use of omnibus accounts, other broker-dealers will be able to offer their customers access to SSTs. Our ATS intends to operate 2 sessions everyday, both 11 ½ hours long with two 30 minute breaks for settlement. When there is an executed trade, meaning an order between a buyer and seller is matched, the trade is written to the blockchain, as well as recorded to a database to ensure compliance with traditional record keeping.  

 

Are SST tokens launched on your platform tradeable on regular security token trading exchanges such as OpenFinance and tZERO?

SSTs are compatible with Prometheum’s ATS and work as both securities and utility tokens in the Prometheum ecosystem. It may be possible for SST issuers to create a bridge to other exchanges or blockchains by building smart contracts on the Prometheum Utility Blockchain. As the equivalent of a national market system for digital assets develops it will likely be necessary for digital assets to have the ability to trade across security token exchanges and alternative trading systems. 

 

What are Ember (MBR) tokens and what role do they play in this project?

The Ember SST fuels all SST transactions and allows holders to provide services at the protocol and application layers. Prometheum’s Ember token has both profit-making utility (work/access) and proprietary payment currency features. Ember provides the fuel for the Prometheum blockchain Network and demonstrates the versatility and value provided by a modern approach to using securities to transfer value in a decentralized, blockchain based environment. Ember is the first SST issued on the Prometheum Blockchain and sets the legal and technical precedent for further SSTs.

 

It seems like you are building everything from scratch, why not use an existing blockchain?

The Prometheum blockchain is required in order to ensure that regulatory requirements are met while also providing a viable method for the use of blockchain securities as utility tokens. This includes direct interaction with distributed applications as well as processes for moving blockchain securities in and out of brokerage accounts when a user wishes to trade them on the Prometheum ATS.

 

Is there anything else that you would like to tell us about Prometheum?

Prometheum is creating the market infrastructure needed for digital assets to go mainstream. When the SEC essentially declared that tokens were securities in the 2017 DAO report, such infrastructure didn’t exist, which meant that there were no compliant facilities for the issuance, trading, clearing, settlement and custody of token securities. Prometheum sought to fill that void and is creating the infrastructure that will allow the general public to invest and trade in digital assets, while also providing mechanisms for clearance, settlement and custody after trades are made. The Prometheum Network is meant to allow the general public to participate, which is required in order for digital assets to go from a new asset class to a mainstream asset class. 

To learn more visit Prometheum.

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Antoine Tardif is the CEO of BlockVentures.com, and has invested in over 50 blockchain projects. He is also the founder of Bitcoinlightning.com a news website focusing on the lightning network, and a founding partner of Securities.io

Interviews

Darius Liu, Chief Operating Officer for iSTOX – Interview Series

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Darius Liu, Chief Operating Officer for iSTOX - Interview Series

What is iSTOX?

iSTOX is the first regulated capital markets platform in any major financial centre to support the one- stop issuance, custody and trading of digitized securities. Drawing on the power of advanced smart contract and distributed ledger technology to streamline the issuance and trading process, iSTOX seeks to redefine private capital markets by allowing investors and issuers to connect and transact directly. Compared with traditional trading venues, iSTOX is a more flexible, affordable and inclusive alternative, and offers investment options that were previously inaccessible.

iSTOX’s key shareholders include the Singapore Exchange (SGX), Asia’s leading international multi- asset exchange; Heliconia, a subsidiary of Temasek Holdings focused on investing in fast growing companies; and Phatra, a leading Thai investment and private bank and a member of Kiatnakin Phatra Financial Group. Other key shareholders include Japan-based Tokai Tokyo Financial Holdings (Tokai), a well-established Japanese financial services firm, and more recently Hanwha Asset Management, a leading asset management company in Korea.

 

Before iSTOX, you worked for GIC, which manages Singapore’s foreign reserves. How did this experience inspire you to launch iSTOX?

Actually, before I worked at GIC, I worked as a policymaker in the Singapore government, including a stint at the Ministry of Finance. Thus, my experience spans both policy making and asset management / investment within a commercial context. I can therefore relate to considerations from both sides of the fence (government and industry):

  • On one end, the government wishes to promote industry transformation and innovation, while maintaining stability and protections for users.
  • On the other hand, industry players see gaps in the market, and inefficiencies in current process In the case of capital markets, this takes the form of frictions arising from legacy processes involving multiple intermediaries. While technology exists to bridge the gap, the capital market space is a regulated arena – industry players often see regulation as an impediment to innovation.

Having experience in both spaces made me see that regulation is the friend – and not the enemy – of innovation. The innovation I’m talking about is innovation by serious, long-term players looking to add value to the economy as a whole. There is a gap in the market and working with regulation can add value. That led me to believe that iSTOX was an idea that was not only sound conceptually, but feasible from an execution standpoint.

 

iSTOX was the first market operator to enter the MAS (Money Authority of Singapore) Fintech Regulatory Sandbox. Could you share with us what this means for iSTOX, and for investors?

The concept of digitized securities, as well as the whole capital market end-to-end infrastructure layer built on a blockchain is a new concept, both in terms of technology and operating model. The sandbox has been useful for iSTOX to start operating in a “live” environment with real issuers and investors, while simultaneously co-creating the regulatory environment together with MAS. This gave assurance to us, MAS and market participants that the iSTOX platform is stable and secure.

We are confident of transitioning out of the sandbox to serve a larger number of users. We expect to graduate from the MAS Fintech Regulatory Sandbox into full operational status soon this year.

 

Singapore has many existing gaps in the private capital markets that results in accredited investors being underserved by the current financial market. Could you share with us what these gaps are and how iSTOX solves this problem?

Investors today face a challenge. Low rates of return within the public markets continue to drive strong global demand for high-growth pre-IPO start-ups, exclusive hedge funds and other private market opportunities. In 2018, for example USD $778 billion worth of new capital flowed into private markets. In the case of private equity alone, net asset value grew more than sevenfold since 2002, doubling market cap growth of equities in the public market.*

Despite all this, the private capital market system itself has remained highly fragmented, inefficient, complicated and costly. For investors, this has resulted in limited access to a closed group of well- connected and privileged investors. And even for those that do have access to private capital markets, the antiquated and fragmented nature of the current system means they must go through multiple intermediaries to gain the investments they seek.

Fortunately, there is hope on the horizon. The rise of distributed ledger technology (DLT) and smart contracts, combined innovative business models and forward-looking regulation now make it possible to bring new kinds of capital markets platforms to investors.

In the case of iSTOX, this has resulted in the first regulated capital markets platform in any major financial centre to support the one-stop issuance, custody and trading of digitized securities. iSTOX seeks to redefine private capital markets by allowing investors and issuers to connect and transact directly under a safe, MAS-regulated environment. By coupling this with an innovative and accessible business model, iSTOX opens private markets opportunity to a broad range of accredited investors.

*Source: Source: Bain Global Private Equity Report, McKinsey Global Private Markets Review, BlackRock Global Insights

 

iSTOX enables investors to access previously inaccessible investments which includes exclusive funds. What are some of these funds and why should investors take note?

Most of us are familiar with the mutual fund offerings from banks. Many are products with fairly high upfront and ongoing fees. There are some funds which have a track record of positive returns across different market conditions. For instance, the top global macro and private equity funds.

Such funds are generally only open to large institutional investors like the biggest asset managers or sovereign wealth funds. They do not market even to high net worth individuals and have relatively small fund sizes (compared to many mutual funds) which makes their offering even more scarce.

Also, they tend to have long lock-up periods like 3 years or more. If investors want the returns offered by these funds, or the return streams to add to their portfolios for return enhancement or diversification, there is currently no way. But with iSTOX, it will be possible.

 

Alternative investment products will also be available to investors. What are some of these products?

We have also shortlisted some very exciting opportunities for the new year. These include a discretionary fund that builds returns through mezzanine deals and private debt financing, as well as a range of debt, fund and equity-linked issuances across a range of sectors (including real estate, entertainment, and lifestyle).

 

Where are user funds held?

Funds which you transfer into your iSTOX account reside in a customer segregated account held with DBS, Southeast Asia’s biggest bank. Your funds are interest-bearing, and you will have access to your funds through your online iSTOX Wallet. Digitized securities are minted if you make an investment and after funds have been debited from your iSTOX Wallet. These securities are custodized with

ICHX Tech Pte. Ltd., the operator of the iSTOX platform.

 

Investors who open an account with iSTOX before February 1st, 2020, receive certain exclusive benefits. Could you share with us what those perks are?

Select investors enjoy a certain number of guaranteed allocations in primary market issuances and waiver of fees associated with primary market subscription and secondary market purchases for a limited period of time.

 

Is there anything else that you would like to share about iSTOX?

I would like to share a bit about the iSTOX philosophy as well. Where we are now, what we do, it comes down to the belief to provide investors with greater accessibility, freedom and flexibility, with a desire to bring about improvements to the world.

We believe that all investors can and should have the capacity to build and manage their portfolios with the same freedom and flexibility now available to the very wealthy. In addition to generating good returns, investors should be able to freely engage with industries, technologies and causes that fire their passions, provide them exposure to potentially transformative developments in technology and society, and allow them to improve the world around them.

We believe that access to opportunities like high-growth pre-IPO start-ups, exclusive hedge funds and Asian unicorns can and should be open to far, far more investors. While technological limitations and other barriers previously locked out all but the very wealthy and well-connected, the new advances that are starting to make themselves felt in financial markets will fundamentally change this equation. We believe the financial industry should embrace these changes.

We believe that DLT and smart contract technology will open new worlds of possibilities when it comes to how investing works. These possibilities will include but will certainly not be limited to assets that can be traded and owned in fractions for greater liquidity and access, including real assets like buildings, aircraft, wind farms and more. Investors deserve access to these innovations as well as others.

Click Here to visit iSTOX.

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Derek Schloss, Director of Strategy for Security Token Academy – Interview Series

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Derek Schloss, Director of Strategy for Security Token Academy - Interview Series

Derek Schloss,  is the Director of Strategy for Security Token Academy. He has previously posted a Thought Leaders piece for us titled Sufficient Decentralization and Security Tokens.

How did you initially get involved with the Security Token Academy?

I have a background in entrepreneurship, law, and a fairly strong interest in disruptive technology. A few years ago I became interested in the intersection of blockchain, digitization, open networks, and securities law — and started researching and writing about these topics. At the time, I was running my previous company and teaching entrepreneurship at the University of Oregon.

Stephen McKeon (Partner, Collaborative Fund) is a good friend of mine, as well as a former advisor on one of my previous startups. Stephen had put together some amazing written work and thinking around security tokens and was operating as the Chief Strategy Advisor of Security Token Academy (STA). After spending time with the STA team and learning more about its educational work, I joined STA as Director of Strategy in January of 2019.

 

Could you share with us the overarching goal of the Security Token Academy?

Security Token Academy aims to be the leading educational platform for the security token industry, and the team is dedicated to covering and facilitating the evolution of digitized securities as the industry progresses over the coming years. Powered by a strong interest in the future of finance, STA hosts educational events, video and podcast interviews, an industry-leading weekly newsletter, and insightful case studies and narratives with the teams and service providers building out the security token industry.

 

What are some of the projects in the digital securities sector which you find most exciting?

The area I find most interesting is definitely the infrastructure layer — the projects building out the tooling and foundation for the industry across both retail and institutional markets. I’ve written about this before, but unlike other areas of the blockchain industry, a fully optimized (and compliant) end-to-end ecosystem will be required for us to see mainstream security token adoption. This includes areas like legal, broker-dealing, issuance, trading, custody, and lifecycle compliance.

With security tokens, we’re creating radically new financial architecture — one where every asset imaginable can be digitally wrapped, tracked, and traded in concert with trustless ledgers.  A number of projects have invested significant resources to build and optimize different parts of this infrastructure layer, and from my perspective, watching these puzzle pieces start to fit together has been fascinating to follow.

 

Regulated security tokens are using SEC crowdfunding rules to raise capital. Could you give us a breakdown of each regulation? For example, Regulation A+, Regulation D, Regulation CF?

Anyone reading this should hire an attorney for more specificity and nuance, but I can run through a few of the highlights. As security tokens are simply digital representations of securities, they are also subject to the same rules as non-tokenized securities offerings. As a result, securities offerings made to U.S. residents must either be registered with the SEC, or exempt under the Securities Act of 1933.

There’s a number of benefits to conducting a registered offering — issuers can generally solicit, sell to diverse investor pools across accredited and unaccredited investors, the securities are freely transferable for trading immediately upon sale, and issuing companies are not subject to regulatory limits on the amount raised. With that said, registered offerings and ongoing reporting requirements can be quite costly and time intensive.

Alternatively, an issuer of securities may seek an exemption from registration. In 2012, the JOBS Act was signed into law, creating an updated regulatory framework for retail participation in exempt securities offerings under Reg CF, Reg D, and Reg A+. While there are a number of unique rules that exist, here are some general features of each category:

Regulation Crowdfunding (Reg CF) enables certain companies to offer and sell securities (up to $1.07M annually) on an internet based platform through an intermediary that is a registered broker-dealer or registered funding portal, and allows both accredited and non-accredited investors to participate.

Reg D Rule 506(b) does not permit the use of general solicitation, but allows issuers to sell securities with no annual fundraising limit, to an unlimited number of accredited investors, as well as to a small number of sophisticated non-accredited investors.

Reg D Rule 506(c) permits the use of general solicitation to sell securities with no annual fundraising limit, where all purchasers are accredited investors, and the issuer takes reasonable steps to verify that each purchaser is an accredited investor.

Regulation A+ permits general solicitation to sell securities up to $20M (Tier 1) or $50M (Tier 2) and allows both accredited and non-accredited investors to participate.

 

Which of these regulations do you personally believe caters best to STOs?

This is certainly a case by case decision — for issuers, it’s important to understand the long-term goals of the fundraise, then work backwards from there to find a framework that is narrowly tailored to those goals. In addition, there are also a number of legal questions and considerations that issuers face when attempting to choose the best legal framework for their securities offering. I always recommend sitting down and reviewing the available options with legal counsel who have experience in both securities laws and blockchain-based fundraising.

 

Do you have any examples of projects using the above exemptions?

A number of the earliest security token projects in the U.S. have leveraged the Reg D Rule 506(c) structure. With that said, there have been a number of offerings who have used different frameworks that were better tailored to their offering. Over time, I expect to see more Reg CF, Reg A+, and eventually, registered offerings.

As it relates to “network” tokens — one major trend I’m continuing to see is more and more pre-launched networks looking to U.S. securities laws to compliantly kickstart their new networks. Blockstack sold $23M worth of “investment contract” tokens under Reg A+ and Reg S. Althea is bootstrapping its decentralized internet network by combining the concept of Reg CF with the concept of “token airdrops” on the Republic equity crowdfunding platform. CoinList is helping projects like Kadena and NuCypher launch regulated Reg D offerings on top of the CoinList platform. I expect for more pre-launched networks to follow this theme. Over time, the aim for many of these networks will be to reach a state where the network tokens originally sold as investment contracts can transition from security to non-security as the investment contract factors erode, and the underlying network becomes more decentralized.

 

Where do you see the marketplace in 5 years?

Digitation and trustless ledgers offer an overwhelming number of benefits compared with our legacy systems — I feel strongly that as the tools and regulations mature, the industry will thrive.

In the meantime, we need to build the industry’s foundation for a variety of use cases and end users — in other words, the right tools for the right segments. We need attorneys committed to understanding asset digitization, and to view tokenization as a strong path for clients. We need legislators and regulators providing guidance narrowly tailored to this disruptive technology. If legislators and regulators can work together across jurisdictions, even better. Finally, we need to continue improving the education in this space — that’s something we’re focused on at Security Token Academy.

Eventually, issuers will prefer tokenization and investors will demand it.

To learn more visit Security Token Academy or read the article Derek wrote titled Decentralization and Security Tokens.

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Oliver Siah, CEO of Fraxtor Capital – Interview Series

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Oliver Siah, CEO of Fraxtor Capital - Interview Series

You have an interesting and diverse life story, having spent 17 years in the civil service as a Republic of Singapore Air Force Officer, and Pilot. How did you transition from such a career to launching your first real estate investment company Hanson Court Pte Ltd?

I had two passions growing up. One was Aviation, and the other was Real Estate Investment. I enlisted as a pilot in the Air Force when I was 19 years old and was offered a government scholarship to further my studies in Australia. At 21 years old, I bought my first commercial real estate, which was a retail unit in a shopping mall in Singapore. By the time I graduated at 23 years old, I had sold the retail unit for about double the purchase price, netting me more than 10x return on equity. I was so intrigued by this that I could not wait to buy my next property, this time, a residential unit in Singapore. I sold this unit six years later for more than double the purchase price as well.

I knew I was on to something. So I set up my family investment vehicle Hanson Court Pte Ltd (named after the first property we acquired) after completing my Pilot training in the Air Force in 2009 (during the financial crisis). We went on to buy ten commercial and industrial units in Singapore, with a strategy to add value to the assets through asset enhancement. By doing so, we managed to push the rental income up substantially and sold the units five years later, achieving more than 40% IRR (p.a.).

After serving for 17 years, in 2018, I left the Air Force to focus on my startup Fraxtor.

 

In order to familiarize our readers better, could you share with us what Hanson Court Pte Ltd does?

Hanson Court Pte Ltd was formed as a property investment company in Singapore. During the financial crisis in 08/09, we acquired many commercial and industrial assets for below valuation and held on to them until the market recovered, earning us more than 40% IRR. At the moment we are still invested in commercial units in Singapore and have also ventured abroad to China to develop properties.

 

Was there something that your saw or experienced operating Hanson Court that inspired you to launch Fraxtor, a company that specializes in offering tokenized and crowdfunded real estate?

Through my experience investing in property, I realised that some pain points could be addressed through tokenisation. First, it was the large capital outlay that is required to purchase a property which makes it difficult for investors to diversify their portfolio.  Second, it was the lack of liquidity of the investment, which makes it prohibitive for people who want to invest in the short term. Third, it was gaining access to the global real estate market. The know-how required to conduct the due diligence on the property and even to structure the investment makes it difficult for individuals to invest overseas.

With a platform like Fraxtor, we can allow investors to co-invest with us from as low as $10,000 and enjoy a hassle-free investment experience.

 

Could you elaborate on how Fraxtor sources which property to invest in?

We currently focus on opportunistic and value-add projects in matured markets like Australia, Japan, Singapore and Europe (including the UK). These are markets that our team is more experienced as well.

First, we look at two key factors: location and potential. Location is something we cannot change. Hence it is essential to select projects based on the accessibility and desirability of the asset’s location. Potential is what we can unlock in the property through redevelopment or asset enhancement initiatives. This we feel would be the allow us to increase the value of the property.

Next, we look at the financial structuring of the asset. We look at the best way to structure the capital stack of the investment to maximise the return for the investor. In the current market situation, we are looking at 10+% IRR for value-add projects and 15+% IRR for opportunistic projects.

Projects that meet our criteria would be presented to our investment committee for selection.

 

How long are the properties held? Is the goal to tenant them, or to flip them for capital gains?

The duration of the holding period depends on the type of property and the strategy we adopt. For our development projects, we aim to sell the assets as soon as possible to unlock the return for our investors. This would probably take between 1.5 to 3 years. For our investment projects, the goal is to add value to the assets through enhancement initiatives, increase the net operating income and subsequently sell them for capital gains. This would take between 3 to 5 years.

 

Are monthly or quarterly updates issued to investors? What type of information can they access?

Investors are updated as and when there are updates on the property. Investors are able to access the information memorandum for the property as well as the financial feasibility study that we had done for the project.

 

Where is Fraxtor regulated and what licenses does it have?

Fraxtor is currently exempted from licensing in Singapore as we only deal with accredited investors.

 

Could you tell us about some of the current investments that you offer, such as the location and property type?

Our current project is to redevelop a residential landed property in Singapore. The property is situated in Adelphi Park Estate along Upper Thomson Road. We plan to demolish the existing property and build two semi-detached units on the land.

 

Is there anything else that you would like to share with our readers?

Fraxtor will be expanding our operations in Australia soon and we are in the process of obtaining an Australian Financial Services Licence.

To learn more visit Fraxtor Capital.

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