James Dowd is Founder and CEO of North Capital Private Securities (NCPS), a registered broker-dealer focused on origination, placement, and clearing of exempt securities; North Capital Investment Technology (NCIT), which provides technology for the exempt securities market; and North Capital Inc., a registered investment advisor. NCPS is the designated broker-dealer for many securities funding platforms in the early stage equity, real estate, private funds, and securities token markets.
North Capital recently completed the membership approval process with FINRA and achieved acceptance of Form ATS Initial Operations Report by the SEC. For those who are unfamiliar with this form, what makes it so important for North Capital and its clients?
Great question. Our customers and many other issuers, investors and intermediaries who are involved in private securities markets want to see more transparency and liquidity in private markets. Investing in private deals has traditionally involved a minimum 7 to 10 year capital commitment, since there is typically no interim liquidity and no definitive exit plan. I have one private investment that has been outstanding for 19 years, another that has been alive for 14 years, not to mention the many investments that did not work out. Once someone makes a private investment, if they have second thoughts or change their opinion, it’s too late. Almost every investor who allocates to private deals knows or should know this, and most would like to have liquidity and real price discovery for the private securities in their portfolios. We hope our ATS will help to realize this vision, at least for the issuers, investors and intermediaries who share it.
The launch of this ATS serves as a natural extension to North Capital’s existing private securities infrastructure, TransactCloud. What is TransactCloud?
TransactCloud is our API-first technology stack that facilitates primary offerings of exempt securities. We work with issuers and professional intermediaries — broker-dealers, RIAs, and funding platforms — to allow the offering, transaction, document processing, escrow, payments and clearing of exempt securities online.
To be clear on this point, we ourselves are not investing in digital assets; we are providing infrastructure to allow trading of digital asset securities through our regulated marketplace, the PPEX ATS. We will not be trading cryptocurrency or utility tokens. The SEC regulations related to alternative trading systems are very clear: ATSs are for the trading of securities only. We also will be listing and trading non-digital exempt securities.
North Capital also offers investment opportunities which are deemed as “frontier alternatives”. Could you share some details on what you would consider frontier alternatives?
“Frontier” in the context of investment management refers to the most emerging of emerging markets. We coined the term “frontier alternative” to convey the same idea ~ some examples would be investments in art, collectibles, fine wine, litigation pools, digital currency, race horses, athletes, etc. I fully expect that in ten years, some of these will have become mainstream alternatives. Private credit is a good example ~ ten years ago, private credit was considered exotic; today there are registered funds that invest in private credit and it’s considered a mainstream alternative asset class.
North Capital has been involved in over 1,000 primary offerings totaling $1.9 billion. What are some of these notable offerings?
It’s difficult to single out specific deals. We have so many great partners who are doing innovative work. Groups like Jamestown, Crowdstreet, RealtyMogul, RichUncles, Securitize, SportBLX, Exponential, Roofstock, Mythic Markets, Otis, Commonwealth, SeedInvest. Quadrant Biosciences has a Reg A+ offering that we’re working on right now ~ our first collaboration with WeFunder. Metaurus is one of our partners, run by a talented team led by Rick Sandulli and Jamie Greenwald, who I worked with 30 years ago at Bankers Trust. They have two listed ETF-style products that are patent-protected and could revolutionize the way equity investors take risk. I know I am leaving somebody out so I’ll apologize in advance.
Could you share some of the Broker/Dealer services that are offered by your firm?
We are a full-service broker-dealer for private and other exempt offerings, along with investment companies such as mutual funds and ETFs. We also are an escrow agent for private offerings including serving as a qualified third party for Reg CF offerings. Compliance support is integral to all of our activities — we help issuers and platforms to comply with securities laws. Last year we were approved to broker EB5 deals, but that market is shuttered for now, given the COVID-19 pandemic.
What type of custody services are offered?
Today we custody cash, private securities, and mutual fund shares. It’s still early days for our custody business, and we have deliberately limited our rollout to allow us to test systems and procedures. But this is a high growth segment of our business.
Could you also share some details regarding the advisory services that are offered?
The advisory part of our business is done through a separate, SEC-registered investment advisor. It’s a technology-enabled financial planning and wealth management business, along with a bespoke, consultative advisory practice for family offices and business owners.
The firm also offers technology-based investment solutions to broker-dealers, banks, fund managers, funding platforms, and private issuers. What are some of these solutions?
On the advisory side, the evisor platform is an online financial planning and wealth management platform. We’re currently working with one bank on a pilot program, and we’re integrating it into our broader advisory and 401k business. On the exempt offerings / broker-dealer side of our business, TransactCloud is a collection of products and services used by issuers and professional intermediaries for online securities offerings.
Thank you for taking the time to answer our questions. Readers who wish to learn more should visit of North Capital Private Securities.
Andrew Adcock, CEO of Crowd for Angels – Interview Series
Andrew is the Chief Executive Officer at Crowd for Angels an equity crowdfunding platform. He often attends and speaks at events on Crowdfunding, Alternative Finance and Investment. Previously, he worked at NinetyTen, a web application developer and provider of Private Social Networks, whose clients included Nokia, Channel 4 and Shop Direct
You were one of the original Co-Founders of Crowd for Angels. Can you discuss the inspiration behind launching this business?
I was indeed one of the Founding team at Crowd for Angels, but the inspiration for launching the company comes from our Director Tony de Nazareth, who combined his decades of financial knowledge with the ‘social media’ approach. This was to get the community involved when funding and supporting a business, thereby creating brand advocates that not only financially supported the aspirations of a company but also became a voice and customer of the company.
How much do you involve yourself in the pitch decks and packaging the deals that are found on Crowd for Angels?
I am involved in most companies that seek to list on Crowd for Angels. I take a genuine fascination in the lives of start-ups and companies looking to expand. Each has its own story and passion, which I am enthused by. Having raised funds for my own company and invested in many others, I hope to provide insight for the company.
What type of due diligence is performed on the companies that are listed?
A lot! Crowd for Angels breaks due diligence down into 3 key areas, firstly, we conduct factual checks such as KYC, AML, PEP, Credit Checks on the directors, reviewing accounts produced by the company and verifying facts stated on their pitch. Secondly, we conduct market checks, for instance, is the product available and as described, is there an addressable market, is the valuation reasonable, what legal challenges the company might face and is it ethical. The final check is one of sanity, which is not only tested by Crowd for Angels, but also by our Angels, who will ask the company their own questions.
What are some of the main reasons behind companies being turned down for listing on the platform?
There can be a number of reasons but a few we find most common are as follows:
- The valuation is simply too high in comparison to the companies position
- The company does not provide documentation (business plan, management accounts, incorporation documents)
- The product is too early-stage or not yet developed
- The directors have no ‘Skin in the Game’
What are the biggest benefits of equity crowdfunding?
I personally believe the biggest benefit is the ability to create brand advocates, people who support your business financially and become active customers, drawing in others to check out your brand, whether that is through word of mouth or social media.
Could you give us a success story of a company that raised funds on the Crowd for Angels platform?
One of my favourites is a company called CNPPS. A young entrepreneur, who was studying engineering at university at the time had created a permeable pavement solution that used recycled aggregate. Now that might not sound as fascinating as an app, but our world is covered in roads and pavements. His solution, used 100% recycled aggregate and was carbon negative, furthermore, it allowed water to pass through. Working with the entrepreneur we were able to raise £100,000 for a phase of testing that has now led on to a commercial contract and further funding for the company.
What made it interesting was the ethical approach the company had took to change an old industry, the tenacity the entrepreneur showed never giving up and that a business can truly be grown from the ground up, out of university none-the-less. So far in a 2 year period, the company’s valuation has increased 4 fold, delivering a solid return for the Angels involved.
Crowd for Angels is one of the few crowdfunding platforms that accept bitcoin. How many investors use bitcoin, and where do most of these investors originate from?
Yes, we have been accepting cryptocurrency as a form of payment for investment since early 2016. At that time, we integrated this payment option to allow foreign investors to invest in UK companies without the costs and time associated with international bank transfers. Initially, we saw a number of Australians, Chinese and mainly Asian investors utilise this form of payment. However, as bitcoin and other cryptocurrencies gained in popularity, we did see growth in European investors utilising cryptocurrency. Partly this is due to the gains they might have experienced and I believe the convenience cryptos offered. Now, we have over 14,000 members registered with a cryptocurrency wallet on our platform, with many of them in Europe.
A few years ago, the ANGEL token was released. What are the use cases for this token?
The ANGEL token was released to drive down the user acquisition cost of investors whilst rewarding stakeholders for interacting with our platform. It is hoped that when users interact and share content in the network, say an investment they had just made in a fledgeling company, that they would be rewarded with ANGEL. Crowd for Angels has then committed to buy back and burn ANGEL linked to the revenue generated from our pitches, thus creating a virtuous circle. We hope in the future, our Angels will also be able to use the ANGEL token as a method of payment towards an investment.
Crowdfunding utilises technology to allow the masses to invest small amounts into pitches, but the shares are usually held with a nominee and should you wish to sell them or give them to someone else, it is difficult. Therefore, the integration of digitalised assets should be a no brainer, because it potentially gives the control of the asset back to the investor and follows a set of rules, that can’t be broken. In a utopian world, you would allow investors to purchase, hold and trade any assets that they wish. With the blockchain, you benefit from an immutable ledger that would record these transactions, giving you efficiency and transparency. I believe we are only a stones throw away from some big changes.
Is there anything else that you would like to share about Crowd for Angels?
We are always open to ideas, a conversation can go a long way.
Nick Bhargava, Co-Founder of GROUNDFLOOR – Interview Series
GROUNDFLOOR is an American real estate lending marketplace. It was the first real estate crowdfunding company to achieve SEC qualification utilizing Regulation A+ since the regulation became operable through the JOBS Act. GROUNDFLOOR was purposely built to serve self-directed investors instead of institutional ones
You’re both a director and one of the co-founders of GROUNDFLOOR. What was the inspiration behind launching this crowdfunding platform?
My co-founder, Brian Dally, had years of experience to make telecom services more accessible to everyday individuals. Meanwhile I had a lot of experience in the securities and regulatory industries. We wanted to combine our respective strengths in a way that opened up high yield investment opportunities for everyone, not just the 1 percent. We eventually started with single-family residential housing because most people are familiar with this kind of asset from being homeowners themselves.
When the idea was conceived, we had no idea if there would be a market for it. We needed to first find an accessible regulatory framework that would allow them to test the business concept. We discovered the Invest Georgia Exemption (IGE), created in 2011 to help small businesses access capital. Being an intrastate offering rule, it was only available for Georgia companies, so both of us picked up and moved to Atlanta to launch GROUNDFLOOR. Because of IGE, we were able to fund $2 million in loans in Georgia, clearly demonstrating the demand for GROUNDFLOOR’s platform.
Over time, GROUNDFLOOR has grown considerably and is now open to investors in all 50 states.
Can you explain how GROUNDFLOOR connects investors with real estate developers?
We are focused on providing retail investors with high yield investment opportunities. A real estate borrower, someone who develops real estate for a living, secures a loan through GROUNDFLOOR rather than a traditional bank or a hard money lender to finance a residential real estate project. That borrower submits a loan application, and we vet the individual and the project to determine if we should originate a loan. Our underwriting is based on past experiences, amount of skin in the game and many other factors. If approved, the loan is assigned a loan Grade of A through G and a corresponding rate where Grade A loans are the least risky, with the lowest rate of return and Grade G loans are most risky, with the highest rate of return.
We have filed an offering with the Securities Exchange Commission (SEC) through which we sell securities. The proceeds of these securities are used to fund the loans we originate. The performance of these securities and corresponding rate of return is tied to the underlying loan. Investors can choose which securities, and therefore, which underlying loans, they wish to invest in.
Investors can choose to invest up to $10 increments to fund the loan. Once a loan is fully funded, the borrower draws money according to a draw schedule, and completes the new construction, renovation or rehab project. The property is then typically listed for sale. When the project sells or is refinanced, which is usually 6-12 months from the time the investor invested, the loan is repaid. The investor’s principal investment, plus all accrued interest, is deposited into the investor’s GROUNDFLOOR Investor Account. The cash balance in an individual’s GROUNDFLOOR Investor Account can be withdrawn or reinvested in other projects.
Are there any types of restrictions or quality controls in place to ensure that real estate developers can repay the loans?
When the borrower submits the loan application, our underwriting team works closely to vet the projects and the borrower. We also factor in the local real estate market. We don’t lend in markets we don’t like. When a loan is originated, we stay in regular contact with the borrower to ensure that the project is meeting deadlines, and we share regular updates with investors. Draws are not given out if the borrower is not making sufficient progress or has deviated from plan. If we think there could be delays or the borrower violates terms of the agreement, we can decide to step in and proactively put the loan in default, which can result in a stronger outcome for the investor because we pass through penalty interest. Most GROUNDFLOOR loans are first lien position, so the loan is backed by a physical asset, which is the land and structure.
What are some of the types of returns that can be expected by investors?
For the past six years, participants in GROUNDFLOOR real estate loans have earned annualized returns averaging 10 to 12 percent in a 6 to 12 month timeframe.
Are all investments currently in the United States? Is there a preference for certain cities or states? If yes, could you describe these.
While anyone in the country can invest in GROUNDFLOOR with only $10, the company focuses its lending in 30 states.
You were an early advocate for the JOBS Act, were you happy with how the JOBS Act was written? Was there anything that should have been left out?
I am generally happy with how the act turned out. The different provisions are designed to help companies of different sizes, and each provides value for companies in different situations. I don’t think any particular provision should have been left out.
What would you like to see changed in a future version of the JOBS Act?
We have seen Reg. A be used heavily by real estate issuances. I think there is value beyond this use case, particularly for mid-sized privately held companies that want to access public market capital. The cap for Regulation A will soon change to $75M, which will be more appealing to companies of that size. I think we could see some novel offerings in that space.
Is there anything else that you would like to share about GROUNDFLOOR?
There is no other company that offers what GROUNDFLOOR does for individual investors and borrowers. We’ve created a new category and offer completely new products.
Why hasn’t anyone copied us? One reason is because regulatory innovation. Providing investments directly tied to this type of high quality, high yield real estate credit is not something that has been done for the retail investor. GROUNDFLOOR was the very first company qualified by the Securities & Exchange Commission to offer this type of investment via Reg A for non-accredited and accredited investors alike, and because of the enormous amount of infrastructure we put into place, we can continue to iterate on our product where others cannot.
I really enjoyed learning about your company, readers and/or investors who wishes to learn more may visit GROUNDFLOOR.
Benjamin Tsai, President & Managing Partner of Wave Financial – Interview Series
Benjamin Tsai is the President & Managing Partner of Wave Financial. Wave Financial offers early-stage investment, asset management, and treasury management to further the growth of the crypto and digital asset ecosystem
What was it that initially attracted to becoming the President and Managing partner of Wave Financial, an early stage venture fund focused on crypto currency?
My experience is mainly in the finance space, both sell side with BofA Merrill Lynch for 12 years and buy side with AllianceBernstein for 3 years. When I returned to Los Angeles, I started to get involved in blockchain technology and its various uses. The most natural one was to apply it to finance, and that application was most interesting to me. So when I met David Siemer, our CEO, we decided to put together Wave Financial, an asset management firm focused on blockchain/cryptocurrencies.
This platform allows me to explore the limits of the space, such as crypto derivatives. We have recently launched the Wave BTC Income & Growth Fund, which is a fund that pays a target rate of 1.5% yield monthly by selling Bitcoin options in the market. We believe this is an innovative product, first in the market, and should be attractive to both long time bitcoin holders and also new investors in crypto.
One of the index funds offered by Wave Financial is the ‘Select 20 Index’ which is a fund that rebalances itself monthly and provides exposure to the top 20 digital assets. How has this fund performed compared to a more activate trading fund approach?
Comparison between active and passive management is always difficult. This is especially hard in the crypto world, where there is not any established benchmark. We developed the Select 20 Index to serve as the crypto market benchmark that better reflects the market compared to just Bitcoin. With the index as a baseline, we also have our fund which tracks the index. Due to the low fees, we believe we are doing well to provide market beta to investors.
There are actively managed funds that may be doing better and worse, but they would have been taking higher risk compared to the market beta, and also have higher fees. The outperforming ones would have been able to justify the higher risk and fees, but the underperforming ones obviously do not. For an investor to determine which funds could outperform would be very difficult, as track records are very short, and the crypto market is still in its infancy. It would be difficult to show how that alpha capture can be replicated going forward.
In summary, there will be funds that outperform and ones that underperform our index and/or fund. But for clients to take a pure market beta, similar to an equity ETF, our product provides the exposure at a low cost, and is an effective tool for achieving that for the investors.
Wave Financial is clearly bullish with the future of digital securities having invested in both Securitize and Vertalo. What is it about this industry that has you most excited?
I believe the existing infrastructure for equity, fixed income, and various asset classes have all been building and improving on older systems which were silo-ed. As investments themselves become more flexible, the traditional infrastructure is no longer efficiently supporting the new way of asset management. For example, there use to be just bond investors and equity investors, then we had 60/40 target allocations, then the endowment model which included alternative investments of hedge funds, real estate, commodities, and more exotics assets, and so forth. For the next generation of investors, access to these asset classes and being able to get int and out of these assets should become more simple and more available to a wider audience. I believe digital assets can do that.
For example, we are currently working on a kentucky whiskey fund. This fund will give accredited investors access to investing in whiskey, with the opportunity to trade the ownership on the blockchain in a private exchange. This type of flexibility at a reasonable cost was simply not available before the advent of digital securities.
What are some of the issues that security tokens need to overcome to reach mainstream adoption?
I believe that the education and infrastructure are two things that are missing in the industry before we can have mainstream adoption. On the education side, we need to get investors comfortable about tokenization as a technology applied to existing financial instruments that improves the efficiency of it. The legacy ICO marketing issues and poorly thought out projects (along with frauds) certainly has given the concept a negative bias. But education will overcome that with time.
The second part is infrastructure; we need to have well accepted stable infrastructure for doing security tokens. This means issuance platforms (like Securitize and Vertalo) that have transfer agent license which allow them to track/change the ownership of the securities, qualified custodians (like Coinbase and Kingdom Trust) that can help clients hold the security tokens with peace of mind, and security token exchanges (like OpenFinance Network and tZero) that can provide a place for the tokens to be traded.
As an addendum to the infrastructure, we also need better user interface so clients can focus on the investment aspects of security tokens instead of worrying about what chain it’s on and other technical challenges that are not really relevant to their core investment thesis. When I log into Schwab to trade, I don’t think about what OS I am running and what language the interface is programmed in to complete my trade. Once done correctly, it would be very transparent and irrelevant for the users.
Out of all the different types of assets which can be tokenized such as real estate or art, what industry do you personally believe is best suited to tokenization?
Is this a trick question or a softball? I think whiskey barrels are the best thing to focus on!
Seriously though, I think any asset that gives off a cashflow would be interesting. We have looked at real estate, race horses, solar panels, and other ideas that can be done. Whiskey was good not because the portfolio gives off cashflow, but because we can sell a few barrels to generate cash and also provide a mark-to-market for the investors. This is hard to do with a single Picasso; it would be impossible for me to sell a fraction of it.
The real estate space is an interesting one. I am personally a real estate investor in Southern California, so I keep a close eye on this. In the US, deals have not generally been very successful due to the fact that the buyers of real estate are not really interested in the tokenization, and there are plenty of buyers to support the business without it. I believe that the development in Asia will be different, as more people are looking at both real estate and blockchain technology. The two combined should be attractive enough for Asian investors, and it should catch on better than here in the US. I have spoken to a number of top tier financial institutions in Japan, and real estate is an area of focus for them as they look at tokenization.
Circling back to the Wave Kentucky Whiskey (WKW20) that you mentioned earlier. For investors who are not familiar with this, could you explain what this is and the benefits of investing in this asset class?
Although we started the discussion with tokenization of hard assets, Wave Financial are a California Registered Investment Advisor (most of us are FINRA registered) so we have fiduciary duty to our investors to provide good products. We reviewed a number of different assets and decided to focus on whiskey because the return profile is very attractive.
We are able to source a barrel of Kentucky whiskey and store/insure it over 5 years for roughly $1000. In 5 years, that barrel of whiskey is estimated to be worth $3000 to $5000 on a conservative estimate. This is a 3x-5x return over 5 years, and the variability is very low. Also, as this is a commodity, we are able to get insurance for our inventory, which covers the value of the losses if we dropped a barrel or if the warehouse burns to the ground. (This has happened before, as the whiskey is over 50% alcohol!) The downside risk is limited. One last point I would bring up is that we have found whiskey to be very resilient in down markets. From industry research, through the financial crisis, American whiskey had only 1 down year in 2009, and the drop was 1.4% by dollar and 0.7% by volume sales. (This is not an anomaly, Scottish whiskey went up in value in 2009.) All of this means that the whiskey is a very attractive investment asset class in general and especially in this market.
In early 2018, you Co-Founded and became the CFO of the LA Blockchain Lab. Could you share with us some details on what the LA Blockchain Lab is?
LA Blockchain Lab is a non-profit that was founded to connect academia and government in Southern California to promote the use of blockchains. We count UCLA, USC, UC Irvine, and Caltech as founding schools and we work with the City and County of Los Angeles governments to education and disseminate information about the developments in this space.
What are some interesting projects that you have seen come out of the LA Blockchain Lab?
One of the roles we have taken is to provide consulting to large corporates as they explore the use of blockchain. For example, we worked on a project for Lamborghini a while back that explored how they can use the technology. It was fascinating as we presented to the board and had a lively discussion at Pebble Beach. We also consulted with Panasonic and helped them host a seminar on Smart Cities, with the CTO of City of LA and USC professors presenting on technological advances to cities and what more can be done. We plan on further seminars in entertainment, finance, healthcare, and other topics, although we are assessing the situation with the shelter-in-home order in place.
Is there anything else that you would like to share about Wave Financial?
We are very proud of the work we have done for the past few years in rolling out products and providing treasury management services for corporate and high net worth individuals. We think this is the professional and the right way to do business, and we look forward to growing our business to serve more customers over time.
Thank you for this fantastic interview. For readers who wish to learn more visit Wave Financial.