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.
Masha and Xenia Vyazemskaya, Founders of ValueTokenized – Interview Series
Masha and Xenia Vyazemskaya are known as the Crypto Twins. They host the popular podcast ValueTokenized which provides free educational content to help businesses tokenize the world.
How did you first discover blockchain and cryptocurrencies?
By lucky chance! We have always been in communications, and a good friend once asked for our assistance and PR advice for a blockchain project back in 2017. Fast forward several months, blockchain has entirely captured our attention, and we’ve been helping blockchain projects with content marketing and PR ever since, helping the tech guys tell their stories and educate audiences.
Which was the first token that you purchased and what motivated you to purchase this token?
I believe it was XRP. Xenia liked the idea and completely ignored the “buy low, sell high” principle, which turned out to be a pretty bad investment. The sum was insignificant, though.
Bitcoin was our second crypto investment. And it quickly became more. It took us over a year to understand the real beauty of bitcoin and the values behind it. We’re big believers in bitcoin vs. fiat currencies, and we’re doing our best to facilitate the adoption.
What inspired you to get involved in the space?
It is fascinating to watch the new industry emerge and mature. For us, it started with curiosity and excitement for the brand new space, which then turned into a clear understanding of the demand for unbiased expert content and the value we can bring in this regard. The most inspiring thing for us now is when experts contact us to arrange an interview or a panel discussion, and receive feedback from the audience.
You’ve done multiple YouTube videos, including discussing some recent industry trends such as IEOs replacing ICOs. How do you personally feel about IEOs?
Our podcast ValueTokenized is dedicated mostly to asset tokenization and practical applications for blockchain technology in capital markets. When the IEO trend was growing half a year ago, however, we couldn’t help but cover it.
Our opinion on IEOs is pretty much aligned with that of our speakers – including an early investor in Bitcoin, Uber and Airbnb Jeffrey Wernick. IEOs merely seems to be an attempt to prolong the fading life of ICOs – which per se had nothing bad to it as a concept, but the implementation left a lot to be desired.
In any case, we strongly believe that the future for blockchain and cryptocurrencies lies within:
1) asset-backed tokens and;
You’ve also conducted multiple interviews which feature different jurisdictions for launching an STO. These jurisdictions include Singapore, the United States, Israel and Liechtenstein. Based on these interviews and your knowledge of the space, which jurisdiction would you personally favor to launch an STO and why?
The choice of jurisdiction for conducting an STO depends on many things: whether you want to target retail (non-accredited) investors, in what regions do you want to sell your securities, and so on.
Switzerland and Liechtenstein are probably our favorites in Europe due to clear rules and industry specific regulation that doesn’t require any legal workarounds. The United States, however, attract a lot of attention as a jurisdiction because there are many tech-advanced investors who currently might be more open to purchase new financial instruments in the form of tokens. An important thing to remember: if you want to do an STO and sell your tokens in Europe and in the US, you must be compliant with both.
You’ve also discussed tokenizing various assets. What are some of these asset classes and which asset class do you personally believe has the most potential to scale?
Real estate offers the biggest use case with clear benefits for tokenization. In October, we have seen multiple cases including Tokyo-based Lead Real Estate funding development of condominiums and hotels ahead of the 2020 Japan Olympics through issuing security tokens; a consortium of Gulf families’ plans to tokenize US$ 1 billion worth of property assets and other exciting projects.
There are several reasons: fractional ownership offered by tokenization is a natural fit for real estate. Moreover, programmability of the tokens allows a structure to represent various economic interests – ownership rights, different income rights. On top of that, real estate is something investors understand, it’s a fixed income asset class and a rather low-risk investment.
From the perspective of the issuer, tokenization can offer a more cost-effective way to fundraise with a significant reduction in cost and friction for further management of securities.
We also believe venture funds to be a promising field for tokenization. Today, it enables easier and more cost-effective management of funds, easy ownership transfer, and so on. Potentially, tokenization can provide for democratization of VC market, opening it to millions of investors with small checks. For the latter, however, the technology is not enough – it requires corresponding amendments in the regulation. Whether we will see it or not soon remains debatable. Nevertheless, the existing benefits are already exciting.
What are some of the companies in the space that personally excite you?
Where do you see the industry being in 5 years?
We share the vision that capital markets on blockchain is the question of when, not if. In 5 years, we most likely won’t be talking about blockchain as a separate industry, as it will be the essential part of global financial markets.
Whether tokenization will unlock the liquidity for previously illiquid assets, democratize access to venture capital and fulfill other promises that are widely discussed today, remains to be seen.
In any case, communication and education is what is need for the industry to grow and mature. The more we focus on this today, the more outstanding results we will see in 5 years.
Is there anything else that you would like to share with our readers?
Just one thing: feel free to reach to us anytime with podcast and collaboration ideas.
Let’s do something cool together 🙂
- New Shore Invest Starts a New Ship Finance Platform
- iSTOX Builds Upon Recent Successes with a Further $5M in Funding
- US Global Securities to Act as ‘Lead Financial Advisor’ for $50M Raise by Custodial Platform, Koine.
- Visa Token Service Launches this Month
- Securitize Enables Investors to Allocate their Retirement Savings via AltoIRA.