Articles

Security Token Insight Featuring STO Spotlight on Corl + Security Token Industry Launch Week

July 28, 2019


Adam Chapnick: The security token industry
is here, and it’s still not too late for you
to get involved.
Coming up on this episode of Security Token
Insight, it’s lights, camera and action for
Hollywood’s first security token.
Amy Wan: Plus Corl is in this week’s STO Spotlight.
We’ll chat with the founder and CEO.
That and much more is coming up on this episode
of Security Token Insight.
Adam Chapnick: Hey, everybody.
I’m Adam Chapnick.
Amy Wan: And I’m Amy Wan.
Welcome to Security Token Insight, brought
to you by the Security Token Academy.
The security token industry is gaining momentum
and will provide a key foundation for the
evolving financial internet.
Adam Chapnick: The Security Token Academy
provides insights about this new era for security
token enthusiasts, investors, and issuers.
Amy Wan: Coming up on today’s episode of Security
Token Insight, in your security token investing
news, security tokens take center stage in
Hollywood, details on the MovieCoin security
token offering.
Corl is in this week’s STO Spotlight.
We’ll chat with the co-founder and CEO, plus
industry leaders share their predictions for
the security token industry at the CryptoMondays
meetup in San Francisco.
We’ll take you there, and learn about the
events taking place during Security Token
Industry Launch Week this October.
Adam Chapnick: Now it’s time for your security
token investing news.
Never one to be left behind, Hollywood is
getting in on the security token action.
Christopher Woodrow, CEO and founder of MovieCoin,
is also the producer of Oscar-winning films,
Birdman and Hacksaw Ridge.
Woodrow has a vision to bring blockchain technology
to Hollywood, and wants to disrupt the way
movies are funded.
MovieCoin is a new cryptocurrency-backed financial
technology company, which aims to utilize
blockchain and digital assets in the film
industry.
MovieCoin will launch a MovieCoin Smart Fund
token with a cap of 250 million dollars in
order to finance 60 movies over the next six
years.
Each token will represent and ownership interest
in the fund, which invest in films and other
entertainment assets.
In other news, cryptomining center, Coinmint,
has announced plans to partner with Securitize
for a security token offering.
Coinmint plans to issue tokens, which will
carry a value of one terahash of bitcoin mining
power.
A new 1,300-acre, 400-plus-megawatt Coinmint
mining site is currently underway in New York.
One of the most interesting aspects of this
new STO partnership is the ability to produce
daily returns to investors.
The co-founder of Securitize, Carlos Domingo,
had this to say.
Quote, “Securitize is proud to have developed
a highly innovative dividend payment mechanism
that allows token holders to immediately realize
the benefit of Bitcoin mining without any
of the hassles or complexity of other environments.”
Unquote.
Amy Wan: Now it’s time for our Security Token
Spotlight.
This is where we will introduce you to a security
token offering that has launched or will be
launching in the future.
Adam Chapnick: Corl was in today’s STO Spotlight.
Corl’s a financial technology company that
invests in startups using artificial intelligence
and shares in their future revenue.
Before we meet the co-founder and CEO, let’s
learn a little more about the company.
Speaker 3: Banks have tight repayment schedules,
expensive terms, and rarely lend to startups,
while raising venture capital forces businesses
to give up ownership and control.
After relinquishing equity and board seats,
startup founders find themselves under tight,
compromising repayment schedules.
Globally, this had led to a four-trillion-dollar
deficit in small business funding that continues
to grow each year.
Corl is revolutionizing startup financing
by aligning the interests of entrepreneurs
and investors.
With the Corl token, businesses get access
to fast, entrepreneur-friendly capital, while
investors participate in growth through revenue
sharing.
Qualified businesses receive funding within
two weeks, and benefit from a flexible repayment
schedule that’s based on revenue.
Best of all, Corl does not take equity or
board seats, so businesses grow on their own
terms.
Visit Corl.io to learn more, and join us in
changing the way businesses raise capital.
Adam Chapnick: I had a chance to discuss Corl’s
security token offering with the company’s
co-founder and CEO, Sam Kawtharani.
Take a look.
Sam, thanks so much for joining us today all
the way from Montreal, Canada.
Sam Kawtharani: Thanks for having me.
Adam Chapnick: So, first, tell us what is
Corl, exactly.
Sam Kawtharani: The top question of the year.
So, Corl is a royalty investment platform
backed by big data and machine learning, which
we’re building basically as a platform that
allows startups and small businesses to raise
capital in an entrepreneur-friendly manner
that is less dilutive, or actually not dilutive
at all, faster and more efficient way, without
giving up equity, board seats, or even control
at any form or way.
Adam Chapnick: Got it.
So, the problems that it’s handling are sort
of the pain that startups encounter when they’re
casting about for money.
You named a few of them.
Can you go through more detail, the problems
that it solves?
Sam Kawtharani: Yeah, for sure.
I mean, if you look at the startup ecosystem
right now, the way you can raise capital,
it’s a six-to-nine-months process between
identifying which VCs to go after, and is
it a good fit, and the due diligence on reaching
out.
Cold calls don’t work anymore.
So, we’re taking that six-to-nine-months pain
point of raising money, where you should be
focusing on building your business instead,
and providing a new way of raising capital
through a revenue sharing or royalty investment.
If you look at the gap in the market of startup
and medium-size businesses in the growth stage,
it’s around 3.8 trillion dollars worldwide.
Canada and the US have a big chunk of that,
and that’s where kind of our bread and butter
is, but what we’ve done is instead of chasing
those venture capital or angel investors for
six to nine months, we’ve built a platform
that allows you within five to 10 minutes
apply, connect all your data, get a preapproval
within less than two weeks, and even approval
up to funding within two weeks.
In that manner, you’re kind of getting the
funding you need to grow your business without
wasting six to nine months chasing the money
while you should be growing your business
instead.
Adam Chapnick: Got it.
Amazing.
So, how exactly does it work sort of behind
the curtain on your part?
Sam Kawtharani: So, the secret sauce that
everyone’s asking about, usually, as I mentioned,
you have a five-to-10-minute application process.
You connect your banking data, payment gateway
data, for example, banking, financial, social
media, online presence.
We kind of capture all that data about each
business, almost 10,000 data elements.
So, that five-to-10-minute application onboarding
process allows us to gather that kind of data
set and gives us an idea of who you are as
a business, who you are as an owner, get that
quick analysis about each business to say
it’s a yay or a nay, and then we’re able to
give you funding up to eight times your monthly
recurring revenue.
So, at the end of the two weeks process, we’ve
underwritten your business, we have looked
at your qualitative and your quantitative
assessment of things, and you’ll get the decision
you need from a funding point of view.
Behind the scenes, basically, for you it’s
just a simple application where you’re connecting
your data elements, and then once approved,
we’ll look at your monthly recurring revenue
through your account, whether it’s banks or
accounting systems, and then we’ll take a
percentage of your revenue on a monthly basis,
and that percentage is pre-approved from the
day we sign the term sheets with you.
Adam Chapnick: Interesting.
It’s a different approach.
So, how about … You mentioned some of the
ways that you select the projects.
It’s very data-driven.
I guess, what do you call revenue, would be
one thing, and then how did you come up with
the 8X, and anything else you can tell me
about that, how you select your projects.
Is it all just your data, or do you have any
sort of … Go by feel?
Sam Kawtharani: Obviously, like any investment,
there is that qualitative side, so that’s
why I said there’s a quantitative side, which
is the data, the AI we are building, and then
there’s a qualitative side, which is basically
a human.
So, right now it’s 50/50, where we rely on
data 50% of the time, and then the rest of
the 50 is basically an investment committee
that we have internal at Corl, from the founders,
from the management team, our advisors, that
gut feeling, get to know manner of the founders,
get to know the company more, following that
gut feeling you have about each business.
So, in a way, you kind of have a hybrid way
of looking at things the way a bank would
look at it and the way a venture capital group
would look at it, so that’s the way we look
at each investment.
As our machine learning and AI matures, that
50/50 is going to grow to 70/30, 80/20, and
at one point, you’re making a decision completely
based on AI because now you have enough data
to make that decision if this is a good deal
or a bad deal.
What constitutes revenue is, basically, we
look at your top line revenue as a business.
We don’t look at net revenue or gross.
So, we look at the gross.
Sorry.
So, let’s say you have 10 customers that have
subscribed to your product this month.
Each paid you a hundred dollars, so that’s
a thousand dollars that you’ve made in revenue
that month, and then that’s what constitutes
the revenue that we take a percentage of on
a monthly basis as form of payment.
Adam Chapnick: You also said that you use
that number to determine the amount that you’re
willing to lend me, right?
Did you say 8X?
Is that right?
Sam Kawtharani: Yeah.
Yeah.
Exactly.
Adam Chapnick: How did you come up with the
8X?
Sam Kawtharani: So, if you look at what the
needs of each business and our exposure to
risk, that’s what kind of drives that number.
So, the minimum we’ll approve or the minimum
requirement for a business needs to be $10,000
of monthly recurring revenue.
So, if you look … Okay.
If you have 10,000 of monthly recurring revenue,
what’s the minimum amount you need to kind
of scale your business?
So, if you look at the 100,000, 75,000 range,
the 8X factor kind of … If you have 10,000,
you could qualify up to $80,000 of revenue
sharing investment or royalty investment from
us, which will allow you to kind of scale
your business to the next level, and then
at another time you can request another amount.
So, that 8X factor is we do up to 8X, but
it could be 2X, 3X, depending on the state
of each business.
Obviously, for example, if you’re doing a
hundred thousand MRR or monthly recurring
revenue, it could be just 3X of that, so you’ll
be getting $300,000 from us, not 800,000.
The maximum check we’ll ever write is a million
dollars, but that factor of 8X is driven by
your gross margins, your month-over-month
growth, and your revenues, how well you’re
adopting your customer and converting your
customer.
So, there’s multiple variables that play into
the structuring and the fee structure of the
whole investment.
Adam Chapnick: Yeah.
It’s interesting.
So, there’s a lot of great things here that
you’re solving the startup community.
What about the fact that you say revenue,
but if someone’s out spending their revenue
for their growth, does that matter, or do
they need to be in profit?
Sam Kawtharani: So, you don’t have to be a
profitable business, but you do need to show
a path to profitability.
Right?
So, we do require, though, a minimum gross
margin of 30%.
So, we have specific criteria that you need
to pass through the door, so basically you’d
have $10,000 monthly recurring revenue.
You need to have a 30% gross margin, and you
need to have at least six months of consistent
sources of revenue.
We also look indirectly at a 3% month-over-month
growth as a business, but at least the criteria
that kind of cuts you through the door is
a gross margin of 30% and $10,000 MRR.
Adam Chapnick: Amazing.
This is going to be pretty exciting for a
lot of people.
Now, shifting gears a little bit, tell us
a little bit about how you guys are raising
funds for your fund.
You’re doing an STO.
When did that begin, and how’d you decide
to do it?
Sam Kawtharani: If you look at the whole industry,
how it evolved from venture capital to equity
crowdfunding, peer-to-peer lending before
then, the industry’s been evolving from a
fundraising point of view.
I’ve been personally involved in the peer-to-peer
lending space with the whole Fintech revolution,
and I’ve seen how access to new capital started
emerging in the market.
At one point, looking at how the ICO space
starting booming and superseding, surpassing,
sorry, venture capital in 2017 by a big amount,
we said, “Okay.
Now, there’s a lot of hype in the ICO industry.
There’s a lot of bad projects out there that
have given the industry a bad name.
A lot of them don’t even need to be on the
blockchain.”
When Derek, my co-founder, and I kind of went
back to the whiteboard and said, “Okay.
Well, how can we introduce a royalty structure
to the crypto community in a way, giving non-crypto
folks access to a crypto investment, which
is not that volatile, based on an equity,
for example, or giving the existing crypto
community access to royalty investment and
startups, which are kind of underserved by
mainstream finance, who can’t get access to
royalty investment anywhere or that quick?”
So, that’s where the whole concept of the
Corl token came to life, and we started this
whole STO.
So, the Corl token basically represents an
equity in our company, and as a token holder,
you’re indirectly investing in those royalty
investments through the startups, and then
we pay back a percentage of our profits as
quarterly dividends.
So, now you’re earning crypto on your crypto,
because we pay our dividends.
Adam Chapnick: Got it.
Okay.
So, here’s a little bit of a deep question,
but if it’s all royalty share, but then you’re
saying we’re getting a percentage of your
profit, so if I were an investor, do I get
a piece of the upside if you have exits from
those companies, or I guess, is that relevant
when you’re a lender, or no?
How does that work?
Sam Kawtharani: This is exactly the point.
So, what we do is our royalty structure have
a warrant component, so we take 2% warrant
on each business that’s exercisable within
10 years.
If one of those warrants are exercised, that’s
a profit and revenue for us in that quarter,
and we pass those profits as part of your
dividends.
Right?
So, if you made one-million-dollar profits
that quarter, you’re giving 10% in dividends.
So, if you made 10 million of profits, you’re
giving 10% of that.
So, obviously whatever exits we have, or if
there’s an early repayment or buyout of our
royalty, that’s still part of our profits,
which we pass along to all of our token holders
as royalty, sorry, as dividends.
Adam Chapnick: That’s terrific.
That’s sort of the best of both worlds.
So, for people watching-
Sam Kawtharani: Yeah.
You’re getting your short-term return and
your long-term return.
Right?
Adam Chapnick: Yeah, yeah.
That’s terrific.
So, for the folks watching, how are you structuring
your raise?
Who can invest in your STO?
Is it …
Sam Kawtharani: So, that’s what interesting
about the Corl token, we decided to take the
long way instead of the short path, kind of
launching the ICO or STO, if you want to call
it.
We went the full regulatory approach.
What Corl is doing is we’re effectively going
public, so we’re gonna be the first public
company in the world to trade through a token.
We pre-filed our perspectives, which is the
document you need to go public with the Canadian
regulators, specifically AMF, and are going
back and forth just to finalize the perspectives
and become a public company.
What that means is that because you’re a public
company, retail investors can participate.
Just the way you can buy an Apple stock, any
investor can buy that.
Obviously, because it’s a crypto investment,
we still have to enforce certain limits on
retail investors, which we’re working on finalizing
with the regulators, but this will be open
to retail and accredited or accredited and
nonaccredited.
NDS, though, during the initial issuance,
we only have a Reg D, which allows only to
deal with accredited investors.
So, the US will be focused on accredited investors.
Adam Chapnick: Got it.
How much are you looking to raise, and what
do you guys want to do with those funds?
Sam Kawtharani: So, our full STO amount is
25 million dollars USD, which we’ll be announcing
the structure and the pricing once we have
full regulatory approval.
We’re just basically trying to adhere to all
the compliance and the non-solicitation rules
pushed on us by the regulators, and we’re
happy to comply with that.
But yeah, so we’re raising 25 million USD.
95, if not even a bit more, is fully dedicated
to investments in the portfolio.
Corl has done some private placements with
the angel investors.
We’ve raised money from certain venture or
VC groups outside the token space, so that’s
why the 25 million we’re deploying or we’re
raising in the STO, I would say 95% is going
complete to portfolio investments as royalties,
and 5% is just going to kind of fund operations
and scaling the company.
Adam Chapnick: Got it.
So, since you’ve done an STO, what do you
find is the benefit of doing that versus sort
of the old model?
Sam Kawtharani: I mean, non-STO or just traditional
fundraising?
Adam Chapnick: Yeah.
What do you think you’d get?
Sam Kawtharani: So, a lot of people ask us.
Yeah.
I mean, a lot of people ask us that question.
Right?
Considering all your STOs in equity, you are
giving up equity after all.
Why do this in STO?
Well, first of all, there’s a philosophical
factor the Derek and the whole team in the
company believes that the financial industry
and the securities industry is heading towards
tokenization of assets.
Tokenization allows you to have liquidity.
Usually, if we’ve done this as a private deal,
our investors won’t have a path to liquidity
unless someone comes in on the secondary market
somehow.
Two, efficiency and compliance.
We believe that from an investor having sovereignty
over our own investments, and us having sovereignty
over our own investor ledger makes it easier
for us to kind of control those investments
and manage that, whether it’s an audit point
of view, a compliance point of view, a regulations
point of view.
I mean, if you think about the traditional
way of a company going public, you have the
Compushares of the world that hold certificates,
and then you have the ADX that kind of do
the whole processing in Canada of all transactions.
Now there’s a smart contract that does that.
Right?
All those transfer agents, all those custodianships
that kind of need traditional ways are replaced
and being found on the blockchain.
So, that’s one.
Two, now your share certificate, you don’t
have to issue paper that could be lost or
stolen tomorrow.
Your share certificate is your token.
So, especially when you’re paying dividends,
imagine that I have, I don’t know, 5,000 investors
around the world, and I have to do FIA transactions
around the world.
Now, for my dividend payout, I just send one
transaction as a smart contract, and everything
is remitted accordingly.
Right?
So, there’s different aspects to that.
One is philosophical.
The other is operational, compliance, and
just belief from us that this is where the
industry is heading.
Adam Chapnick: That’s terrific.
You covered the whole gamut.
You got the philosophy, you got the operational.
I love it.
You’re the oracle of crypto.
I like it.
Sam Kawtharani: Well, you got to believe in
what you’re doing.
Right?
I mean-
Adam Chapnick: Amen.
Sam Kawtharani: … I think that’s one of
the reasons why a lot of projects kind of
fail.
They try to ride the hype of the ICOs because
that’s the next big thing, or that’s the easy
way to raise money, but do you really need
to use … I mean, we believe that’s where
the industry is heading.
The security token industry’s starting to
boom, and we’re going to start hearing more
about STOs and less about ICOs, and if you
have a way of kind of expanding your opportunity,
your investment opportunity, and involving
people that are usually not able to participate
in that kind of investment, because if you’re
doing traditional IPO, your initial people
who can really come in on your IPO are the
wealthy individuals with the pockets, which
are still part of our audience at the STO.
But you also want to open up to the people
in, I don’t know, Third World countries.
We have a lot of people who are followers
in the Philippines and India and Pakistan,
and there’s a lot of countries, for example,
that are interested in what we’re doing, and
if it wasn’t for tokenization of that security
or our security, they wouldn’t have had access
to that in the first place.
Adam Chapnick: Yeah.
Oh, obviously at the Security Token Academy,
we believe the hype.
So, Sam Kawtharani, co-founder and CEO of
Corl, thank you so much for stopping by and
chatting with me today.
It’s been great.
Sam Kawtharani: Thanks for having me.
Adam Chapnick: For more information on Corl,
be sure to visit their website, Corl.io.
That’s C-O-R-L dot I-O.
We wish their team all the best of luck.
Amy Wan: The Security Token Academy is on
the leading edge of the security token movement.
We’ve held and attended security token meetups
and conferences from coast to coast, and we
were just at the latest CryptoMondays meetup
in San Francisco.
Everyone there was talking about it, you guessed
it, security tokens.
Here’s some highlights.
Speaker 5: Well, I think the security token
industry is looking more and more like the
traditional finance industry.
I say to people it’s kind of more like buying
preferred stock.
Right?
You’re buying in equity.
You have a performance piece.
Plus there’s visibility and viewability of
it.
So, I think for real companies that want to
tokenize their assets, security tokens make
a lot of sense.
Hopefully you’ll have some more price stability,
but tokenizing an existing asset and making
it available to more people in a more controlled
way I think is a good thing.
Speaker 6: I think in 2019, we’re going to
see a lot of security tokens that were started
in 2018 come to the market.
They all need a place to land.
They’ve already done some of their primary
issuances, and now they need a secondary trading
platform.
Speaker 7: The way the security exchange is
being built out, like starting Q4 this year
and then continuing next year, I think that’s
going to make a big difference for all the
security tokens and tokenized assets out there.
Speaker 5: Well, over the next 12 months,
I think there are going to be several security
token exchanges, obviously, live in trading.
I think there’s going to be a flight to quality.
People are going to be looking for real businesses
that make sense to tokenize.
I’ve been working with several that are in
the real estate business, in the secondary
market business, even cannabis, solar.
There a lot of these businesses that have
cashflows that aren’t really great fits for
traditional finance, but I think will really
make a lot of sense to have distributed ownership,
distributed governance.
Speaker 7: We see that tokenization of assets
and tokenization of securities across the
globe is a very big opportunity.
Now, here in the US, I think the conversation’s
been much more around which of the ICOs should
actually be called securities, and which shouldn’t,
and why, which is a totally different aspect,
and there we don’t have much clarity from
the SEC yet, apart from, obviously, Bitcoin
and Ethereum being utilities, and everything
else is kind of something else, which is part
of the unknown.
Speaker 6: The tokenization of assets I think
is going to happen going forward.
I think it’s going to2 be a gigantic market
in ’19 and 2020.
It’s not going to be for every single security
out there or every single asset, but certain
assets and certain securities and funds, it
makes perfect sense, and what I see is the
tokenization of that security or that asset,
the technology is actually relatively easy.
It’s the legality of it.
It hasn’t been tested in a court of law whether
a smart contract, a digital security, the
contract is legal and enforceable, but transferring
a paper contract onto a digital contract is
actually relatively easy.
What’s hard, though, is again, the legality
of it, and ultimately, the liquidity of it.
Where are we going to find the buyers of these
security tokens?
Speaker 7: As soon as you provide liquidity
for an asset, it just kind of takes on a different
character and life.
So, you get different types of owners into
it, you get other types of investors into
it, and usually there’s a premium that comes
out of that.
So, all of a sudden, an asset that’s worth
X is worth X plus 20% or 30%, because now
there’s liquidity.
It can flow much more freely through different
types of buyers, and that’s valuable.
Speaker 8: I think the custodian aspect is
a big challenge right now facing a lot of
companies in the space.
We’re partners with US and that’s one of the
challenges they’re working with now.
The problem is there’s no qualified custodians,
so in this space, and that’s also one of the
challenges for institutions right now, is
the custodian problem, because right now there’s
not really any qualified custodians in scale
that can handle above starting limits.
Above 150 million of assets, institutions
have to have certain requirements they’ll
have to fill, which right now there’s not
a clear solution for that.
Amy Wan: Don’t forget to join the Security
Token Academy as we celebrate the launch of
the security token industry.
We’re hosting a free meetup to kick off Security
Token Industry Launch Week.
The meetup takes place Monday, October 1st
at 6:30 the evening, inside Maggiano’s at
The Grove in Los Angeles.
Mix and mingle with security token experts
and enthusiasts, all while enjoying complimentary
drinks and hors d’oeuvres.
The event will feature a talk by Tatiana Koffman,
chief token officer at Full Cycle Fund.
We will also have a panel discussion on security
token regulations and so much more.
Visit the Security Token Academy’s meetup
page for all the details, or head to our website
and click on the events page.
Adam Chapnick: Remember, Security Token Industry
Launch Week kicks off the first week of October.
To mark the occasion, we also have events
taking place in New York City.
Come together with security token leaders,
experts, and enthusiasts to celebrate the
opening bell of the security token industry.
Our event will feature industry experts, including
ERC-20 creator, Fabian Vogelsteller, and David
Weild, former vice chairman of NASDAQ.
Highlights include a cruise on the Hudson
River on the Spirit of New York yacht during
our special networking event, to be held on
Thursday, October 4th.
Amy Wan: On Friday, October 5th, you’ll hear
from leaders in the security token industry
during our conference at the Conrad New York
City as we dive into the core foundations
of the security token industry.
Tickets are on sale right now.
Just visit our website and click on the events
page to learn more about the events taking
place during Security Token Industry Launch
Week.
We hope to see you there.
Adam Chapnick: The Security Token Academy
hosted the first ever security token summit
in New York City back in June.
It was the first conference to focus on the
emergence of security token trading organizations.
Amy Wan: This groundbreaking sold out event
brought together the key players in the industry.
There were keynote addresses from David Weild,
former vice chairman of NASDAQ, and Bruce
Fenton, CEO of Chainstone Labs, plus panel
discussions, interviews, and much more.
Amy Wan: All right.
That’s it for today’s episode.
Be sure to follow us on Twitter, Facebook,
Telegram, and Medium, and don’t forget to
subscribe to our YouTube page so you don’t
miss out on any of our videos and expert interviews.
I’m Amy Wan.
Adam Chapnick: And I’m Adam Chapnick.
Before we go, a big thank you to our corporate
members, including Merrill Lynch and Securency.
For everyone here at Security Token Academy,
thanks for watching.
Want to learn more about security tokens from
the top leaders in the industry?
Well, be sure to visit our website, securitytokenacademy.com,
and click on the interviews tab so you can
stay tuned in.

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3 Comments

  • Reply john kenny September 28, 2018 at 11:00 am

    have you looked at desico? they are creating a platform for security token investment with their own exchange

  • Reply jack *Black September 28, 2018 at 1:27 pm

    A review of desico would be appreciated 👍

  • Reply Andy L December 2, 2018 at 10:52 pm

    Sam, u mentioned that u r doing a full-blown IPO but only Reg D in the US. Doesn't full-blown IPO also cover US jurisdiction? I guess I just don't understand the subtle difference between the two. Would u elaborate? TIA

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