Arnoldas Nauseda is the CEO of Smartlands a crowdfunding platform that tokenizes real-world assets. Prior to joining Smartlands, he spent four years as a full-time entrepreneur, developing businesses in the fields of technology, fintech, and robotics.
Antoine: How did you personally get involved in blockchain and cryptocurrency?
Arnoldas: Well, we need to acknowledge that getting involved in blockchain does not necessarily mean that you’re involved in cryptocurrencies and myself is a stark testimony to that, although, understanding ICOs as a mode of crowdfunding was step one for me.
I’m trained in finances and business development and for a while, have been an entrepreneur. I hold a bachelor degree in economics, MBA in Finance and International Executive, and I’ve made some strides co-founding companies in fintech, venture capital and robotics industries. In the past years, I’ve done a lot of projects, held top executive positions with fintech companies, did my share of consulting and, of course, was heavily involved with real estate.
The point is, even though I was a little late in the game, but by 2017 an executive of my stature and experience would have to have heard of blockchain, it was inevitable. At that time I felt that building a business on DLT was not only a clear sign of “progressiveness” as a business person, but it was also a real unadulterated adventure when I felt reborn every day waking up for work. It was great, still is!
Antoine: What made you decide to get on-board as the CEO of Smartlands?
Arnoldas: I dedicated a year to studying DLT, what it could do for my field, read countless pages and visited hosts of blockchain conferences, gatherings, meetups. At one such event, I was introduced to one of Smartlands co-founders, and we immediately hit it off. We both realized that cryptocurrencies as one of many DLT derivatives are a fascinating use case and an excellent tool for transforming financial markets, but the real value of blockchain lays in providing trustless access. The immutable ownership rights embedded in smart contracts… You don’t have to be a specialist to imagine what it could do in a world where the right to claim ownership was the reason for war for thousands of years. Smartlands and I were on the same page: attributing digital ownership to an asset and giving the owner the ability to use that piece of code as they saw fit was the wave of the future, and we wanted to unveil that future to people.
Antoine: Smartlands is a crowdfunding platform that focuses on tokenizing real-world assets, what will some of these asset types be?
Arnoldas: Literally, anything. As long as an asset has a documented rightful owner, it can be turned into a security token using Smrtlands proprietary tech. With that comes liquidity – the Holy Grail of asset tokenization. Naturally, the sort of flexibility in holding, trading or exiting investment that we can provide is something any asset owner or investor is after.
Antoine: The first project on your platform is purpose-built student accommodation in Nottingham, UK. Could you tell us a bit about it?
Arnoldas: We’ve selected this type of asset after careful consideration and with the help of our community. Purpose-built student accommodation complex in Nottingham, UK is a perfect starter use case for a tokenization platform like Smartlands: it’s a hands-free investment with the projected 15.72% annualized return, revenue comes from rent as well as property appreciation. The equity share is 30%, and we are aiming at £1 million funding target.
Overall, student housing in the UK is an up-and-coming asset class. The United Kingdom remains one of the top global destinations for those seeking quality marketable education, which means that the revenue stream from students paying rent is not about to dry up. Also, if you’re looking to benefit from current weakness of the pound sterling, inexpensive real estate in the British heartland is where you’d be looking to park your capital right now.
Antoine: How many more projects should we be expecting in 2019? Are you at liberty to discuss any of these?
Arnoldas: I can’t give you the details right now but I will say that we’re looking at a pipeline of six more asset tokenization projects to go live before the year’s end and the portfolio we’re preparing is highly diversified. We are looking at agricultural assets, various types of real estate, private equity. Like I said before, the essential benefit of our proprietary technology is unlimited access: asset owners and managers looking to crowdfund capital get access to investors, in turn, investors are given the opportunity for what we call “fractional ownership.” With the lowest in the industry threshold for investment, we are granting regular people the opportunity to get verified as accredited investors on the Smartlands platform and through the use of security tokens issued on Smartlands own a share of a property in the UK.
Antoine: How do you choose which projects to list on your platform?
Arnoldas: We put a lot of thought and careful analysis in the process of selecting the right assets for our investors. In fact, that’s one other major benefit of Smartlands: we have a team of researchers formulating investment documents for our clients so that the scope and scale of a project are revealed to an investor at the earliest stages of participation. As a result, the process is as straightforward as it can be on a regulated investment crowdfunding platform registered with the British Financial Conduct Authority, FCA.
Antoine: Smartlands recently launched a Stellar Powered Wallet, what is the benefit of this for investors?
Arnoldas: Essentially, it’s a multisig wallet primarily designed on the Stellar’s SEP8 protocol but with the addition of some cool proprietary features such as AI-driven compliance engine, account recovery/mapping, and others. Smartlands wallet operates within the compliant segment of the Stellar network, which to an investor means that all transactions with security tokens as well as XLM and our native token SLT are carefully sourced to prevent any risks connected with illicit activities.
Antoine: Where do you see Smartlands being positioned in 5 years?
Arnoldas: At the Consensus 2019 event in New York, we’ve introduced our “Unicorn Vision” – the strategy of consumer-centric approach that envisages our transformation from a security token issuance platform to a global investment ecosystem focusing on the most lucrative equity types and asset classes. The Vision is all about unlocking liquidity for various kinds of currently illiquid assets and, of course, going fully mobile. Basically, Smartlands is about to become a one-click operation with a built-in exchange where investors will be able to track offers and manage portfolios right from their mobile devices using multiple fiat currencies and cryptocurrencies.
We will be issuing Smartlands Card with the genuinely unique functionality of a multi-wallet payment system. All the wealth you create using the Platform will be stored in your account – digital assets, fiat currencies, and crypto. The Card will be used just like Visa or Mastercard enabling our customers to engage in IBAN and SEPA transfers as well as for value storage.
Derek Schloss, Director of Strategy for Security Token Academy – Interview Series
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.
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.
Christian Platzer, Co-Founder & Managing Partner of Black Manta Capital – Interview Series
As a senior HR professional, managing director, and as a consultant, Christian has broad experience from startups to a global enterprise (Groupon). He managed complex international teams in high growth environment, operating in 30+ countries. He lived and worked in Berlin, Zurich, Sydney, and Vienna. Christian is passionate about startups, talent management, people operations, and organisational design.
Outside work, Christian likes to eat well, travel often, and dive hard. He is based in Malta.
How did you first personally come across cryptocurrencies?
I kind of stumbled quite late into crypto: in 2017 during a consultancy project, and finally out of curiosity. For my Co-Founder Alexander Rapatz and me, creating Black Manta Capital Partners was and is more about the adoption of blockchain capabilities in the wide realm of securities, “real world assets”, rather than widening the field of crypto currency adoption. That said, being able to invest both in fiat and crypto currencies on the Black Manta Investment Platform is at the core of our value proposition.
What inspired you to launch Black Manta Capital Partners?
Our very first business idea circled around tokenized funds. We have a broad and deep experience in venture funds and private equity in our team. Yet, when we analyzed the market closely the question remained: who is going to run all those STOs we’d like to invest in? Setting up a single STO as a company is a complex and lengthy endeavour; you have to bring a lot of services together for one offering. In the end, you still have to face the financial regulator for the whole package. This is not easy. Hence, we came up with Tokenization as a Service® on a Multi-STO-Platform.
Crowded? I beg to differ. There are indeed many FinTech players in the space, that provide tokenization engines. Then some players went for niche jurisdictions like Liechtenstein or into a London sandbox. But licensed Financial Services Institutions in major financial markets like Germany, we do not see too many. In that regard, we are very pleased and encouraged that we were able to convince the German Financial Regulator, BaFin, to grant their permission to us.
What types of products can be tokenized on your platform?
This is another way how the Black Manta Investment Platform will differentiate from what we see on the market so far: step by step, STO by STO, we will develop a broad portfolio from real estate to startups and small and medium sized enterprises, from commodities to tokenized funds. We want to give investors, both retail and professional ones, the options to diversify their STO investments on one platform. At the same time all our issuers will benefit from an existing and growing pool of registered investors.
Why should startups or small businesses choose to tokenize versus more traditional fund-raising methods such as venture capital?
For us, we do not see it as an either-or, nor is a Security Token Offering the magic bullet of fundraising. If you are planning a seed round, you might be well served with a venture fund or business angel, its connections and expertise. If you are a grown-up startup that is looking at a series B or C round or an established SMB, that has a track record in the market, you might be much better served with a STO. In the end, it boils down to the fact that as the issuer of a Security Token, you are highly flexible in structuring your capital and you gain access to a highly international financial market.
You recently partnered with Tokeny to launch a ‘Multi-STO Platform’. Could you share with us some details regarding this partnership and what it means for potential clients?
We see Tokeny Solutions as the European leader in the field and for sure one of the top global players. Their platform has a proven track record, is stable, and has met regulatory requirements. In our partnership, we both focus on what we do best: Tokeny the FinTech on Blockchain part, Black Manta Capital the part as a licenced Financial Services Institution. For the client, we’d like to think you get the best of both parts. And apart from that, we simply enjoy working with these guys in Luxembourg.
For potential clients who may be interested in your services. Are there minimum capital or other financial requirements?
In general, we see a minimum capital target of EUR 5 million. In some cases, we will run a smaller first round, but these will usually prepare the market for a bigger round two.
Do clients pay up front or are fees collected from the revenue that is generated?
Our services for structuring and placing the offer require a retainer for the financial and technical setup and a success fee on capital raised. Both parts of the fee are tailored to the complexity of the project, the type of asset to be tokenized, and the estimated sales and distribution effort for the placement itself.
Are there any current projects in the pipeline?
The Black Manta Investment Platform will start in the first quarter of 2020 with two real estate projects in Germany. After those, we are looking at a long list of offerings and different kinds of tokenized assets, but for them it is still too early to make announcements. It is important to know that within the European Union’s freedom of services and the so-called MiFID-II directive, we are able to execute STOs all over Europe, based on our German license.
Is there anything else that you would like to share about Black Manta Capital Partners?
Finally, one question I get a lot is: why Black Manta? And the simple answer is: I am a passionate diver and Manta Rays are not only the fish with the biggest brain power, they are simply majestic and it is mind-blowing to meet them in the deep blue.
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