introducing fanmint - executive summary.pdf · 2021. 5. 24. · non-fungible, tokenized securities...

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© 2021 FAN Engagement, Incorporated • Confidential & Proprietary Introducing FanMint The Next Generation of Fan Engagement for Artists, Entertainers, Athletes & Teams First Regulatory-Compliant Securities Issuance & Marketplace Utilizing Blockchain & Decentralized Finance Infrastructure

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Page 1: Introducing FanMint - Executive Summary.pdf · 2021. 5. 24. · Non-fungible, tokenized securities that Influencers issue through FanMint Non-fungible, tokenized securities that Teams

© 2021 FAN Engagement, Incorporated • Confidential & Proprietary

Introducing FanMintThe Next Generation of Fan Engagement for Artists, Entertainers, Athletes & Teams

First Regulatory-Compliant Securities Issuance & MarketplaceUtilizing Blockchain & Decentralized Finance Infrastructure

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© 2021 FAN Engagement, Incorporated • Confidential & Proprietary

DisclaimerThis confidential presentation (this “Presentation”) contains selected information about Tritaurian Capital, Incorporated and its affiliated entities (collectively, “Tritaurian”). This Presentation is intended for authorized recipientsonly and includes confidential, proprietary and trade secret information regarding Tritaurian and must be held strictly confidential. By accepting this presentation, each recipient agrees that (i) it will keep confidential allinformation contained, and (ii) that it will not use any information contained herein for any purpose other than in discussions with, or in furtherance of a business relationship with, Tritaurian. Statements contained in thisPresentation are based on current expectations, estimates, projections, opinions, and beliefs of Tritaurian as of the date of the Presentation unless stated otherwise, and Tritaurian has no obligations to update any informationcontained herein. Such statements involve known and unknown risks and uncertainties, and are delivered “AS IS.” Tritaurian does not make any representation or warranty, express or implied, as to the accuracy or completenessof the information contained herein and nothing contained herein should be relied upon as a promise or representation as to past or future performance of Tritaurian or be construed as creating any obligation of Tritaurianwithout an explicit written agreement duly executed by Tritaurian.

Several of the products and services described herein require Tritaurian to obtain various regulatory licenses. Some of these have not been obtained yet, but Tritaurian intends to obtain such licenses. Moreover, the products andservices described may not be eligible for users in some states or countries or suitable for all types of users. Prospective users should inform themselves as to the legal and compliance requirements and tax consequences andrisks within the countries of their citizenship, residence, domicile and place of business.

Akemona, Inc. (“Akemona”), a Delaware corporation, is a funding portal registered with the United States Securities and Exchange Commission (SEC) and a member of FINRA (https://www.finra.org/about/firms-we-regulate/funding-portals-we-regulate) under SEC Regulation Crowdfunding. Akemona is not a broker-dealer and it does not provide investment advice of any kind to investors. Akemona Technologies, LLC (“Akemona Tech”), aDelaware limited liability company, is an affiliate of Akemona, Inc. Akemona Tech designs, develops and operates the underlying technologies that power the platform for issuance of securities by influencers, including artists,entertainers, athletes, and teams. Akemona Tech is not a registered broker-dealer, investment advisor, or funding portal. Akemona Tech does not effect the offer nor the sale of securities, nor does it provide investment advice.Neither Akemona, nor Akemona Tech, nor any of its officers, directors, agents, and employees make any recommendation or endorsement whatsoever regarding the FanMint Token (“FMT”) securities. This communication is forinformation purposes only and should not be regarded as a recommendation of, or as an offer to sell, or as a solicitation of an offer to buy any financial product.

Certain information contained herein constitutes “forward-looking statements,” which can be identified by future dates or the use of terms such as “may,” “will,” “should,” “could,” “would,” “potential,” “continue,” “expects,”“anticipates,” “projects,” “future,” “targets,” “intends,” “plans,” “believes,” (or the negatives thereof) or other variations thereon or comparable terminology. Forward-looking statements are subject to a number of risks anduncertainties, some of which are beyond the control of Tritaurian. Actual results, dates, performance, prospects or opportunities could differ materially from those expressed in or implied by the forward-looking statements. Theforward-looking events discussed in this Presentation may not occur. Tritaurian undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The information contained herein is not intended to be relied upon as the basis of an investment decision, and is not, and should not be assumed to be complete. Certain uses of third-party company names and logos are forillustrative purposes only and do not imply partnership, affiliation, or endorsement. All such intellectual property belongs solely to their owners and not to Tritaurian. None of the information contained herein has been filed withthe U.S. Securities and Exchange Commission, any securities administrator under any securities laws of any U.S. or non-U.S. jurisdiction or any other U.S. or non-U.S. governmental or self-regulatory authority. No suchgovernmental or self-regulatory authority will pass on the merits of Tritaurian or the adequacy of the information contained herein. Any representation to the contrary is unlawful. By accepting this presentation, each recipientagrees to be bound by the foregoing terms.

This presentation does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation of any security or any other product or service by Tritaurian Capital Inc. or any other third-party regardless of whethersuch security, product or service is referenced in this brochure. Furthermore, nothing in this Presentation is intended to provide tax, legal, or investment advice and nothing in this Presentation should be construed as arecommendation to buy, sell, or hold any investment or security or to engage in any investment strategy or transaction. Tritaurian Capital Inc. does not represent that the securities, products, or services discussed in thisPresentation are suitable for any particular investor. You are solely responsible for determining whether any investment, investment strategy, security, or related transaction is appropriate for you based on your personalinvestment objectives, financial circumstances, and risk tolerance. You should consult your business advisor, attorney, or tax and accounting advisor regarding your specific business, legal, or tax situation.

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© 2021 FAN Engagement, Incorporated • Confidential & Proprietary

Fan Engagement TokensIssuers raise capital from Investors. The Investors then receive financial or experiential benefits from holding the tokens, which may be securities.

Overview

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FanMint™ is developing a new financial asset class by bringing Influencers and Fans closer together.

We are pioneering a new way for sports organizations and athletes, studios and entertainers, and other “Influencers” to share their success with their most important stakeholders – their Fans.

Our novel platform allows Influencers as Issuers to raise capital through the offer of digital securities, which can be bought and sold by Fans as Investors.

These debt or equity securities will be issued as unique Branded Influencer Tokens™ (BITs) or Team Loyalty Tokens™

(TLTs). BITs and TLTs can be tied to the Influencer’s income, revenue, or royalty streams.

Additionally, Influencers may offer “experiential” benefits to BIT / TLT holders such as exclusive merchandise, meet-and-greets, preferential seating, and other unique perks.

Debt TokensIssuers raise capital from Investors, then pay the Investors predictable interest over time and return the principal amount at maturity.

Equity TokensIssuers raise capital from Investors, then pay the Investors variable dividends over time. Investors may see their tokens appreciate in value.

Token Issuance Options

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© 2021 FAN Engagement, Incorporated • Confidential & Proprietary

The FanMint Advantage

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● For the first time, fans can directly participate in, and benefit from, their interests in a regulatory-compliant manner with U.S. securities regulations through the issuance of blockchain-based tokenized securities.

● Tritaurian Capital is the first approved – and perhaps only – broker-dealer authorized to perform private placementsof digital securities, including the use of distributed ledger (blockchain) technology in the United States.

● Through our partner network, we have teamed with Akemona, the first approved crowdfunding portal authorized to perform Regulation CF raises on the Ethereum blockchain.

● Our team helped design, structure, manage, and launch the world’s first blockchain-based “Professional Athlete Investment Token” with Spencer Dinwiddie of the Brooklyn Nets.

Invest $

Receive $$$

Fans Influencers

Security Tokens

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© 2021 FAN Engagement, Incorporated • Confidential & Proprietary

FAN Platform

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StructureFAN Engagement Inc., d/b/a FanMint

FanMint Platform – Issuance & Marketplace

Partner MSAs

Non-fungible, tokenized securities that Influencers issue

through FanMint

Non-fungible, tokenized securities

that Teams & Leagues issue through FanMint

Fungible platform token serving multiple

functions, including profit sharing

Branded Influencer Tokens

Team Loyalty Tokens

The FanMint Token

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© 2021 FAN Engagement, Incorporated • Confidential & Proprietary

The FanMint Platform

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We are building a Non-custodial & Decentralized Marketplace.

SEC Compliance Settlement & Validation Positive Control Offerings

Our non-custodial model is compliant with the SEC’s Sept. 25, 2020 response to FINRA with regard to settlement of digital asset security trades.

Our platform will be used to both:

• settle digital securities; and

• validate trades and settlement of the marketplace itself;

in a fully transparent ecosystem.

Security tokens will be issued with “positive control,” providing safety to investors while also maintaining compliance with regulations, through key functions:

• Freeze• Burn• Reissue

Compliant, tokenized offerings will be done through:

• Reg D

• Reg S

• Reg A+

• Reg CF

using digital securities.

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© 2021 FAN Engagement, Incorporated • Confidential & Proprietary

Market Opportunity

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Domestic crowdfunding offerings raised an aggregate of $17.2B in 2017.[B]

This number is expected to rise substantially following the SEC’s raise of the Reg. CF offering limits to $5M in March 2021, in addition to other offering limits being increased.[C]

$4.9B was raised through initial coin offerings in 2017[D], though many were deemed improperly structured securities offerings.

FanMint has the licenses to perform compliant launches, from Day 1.

The Influencer market on Instagram alone is worth an estimated $2.3B in 2020.[A]

This is in addition to other social media platforms and the underlying value of athlete, team, and recording artist contracts that can be securitized and made liquid on FanMint.

BLOCKCHAIN

INFLUENCERS

CROWDFUNDING

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© 2021 FAN Engagement, Incorporated • Confidential & Proprietary

FanMint’s “FMT” Tokens

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FanMint will be issuing its own native FanMint Token (“FMT”) in H2 2021. FMT will be a native currency on the FanMint platform that will help effectuate transactions and grant additional benefits to holders.

FMT features include:

• Native Asset – participants can buy, trade, and sell FMT on the FanMint platform, and use the FMT to participate in other deals or purchase other digital assets (i.e., Trading Pair)

• Dividends – holding FanMint Tokens entitles the investor to a pro rata share of dividend payments from FanMint, based on the transaction fees collected by FanMint

• Voting – holders can participate in ANY Influencer vote on the platform, giving fans a voice in Influencer decisions

• Influencer Issuance Discounts – holders can participate in influencer issuances by purchasing Branded Influencer Tokens or Team Loyalty Tokens with FMT, and receiving them at a discount

• Experiential Discounts – holders receive a pro rata discount on influencer merchandise or experiences

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© 2021 FAN Engagement, Incorporated • Confidential & Proprietary

BITs & TLTs

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Origin: Issued by SPVs created and owned by Influencers, specifically for BIT / TLT issuancesClassification: Equity or Debt securities issued under Reg. D, S, A+, or CF

Blockchain: Ethereum, Tezos, and moreFeatures:• New Asset Class Exposure – allows investors to tap into the value of Influencer’s personal brands,

including endorsements, performance, etc.

• Asymmetric Returns – Influencers may choose to pay dividends, special premia, or share profits with investors

• Experiential Returns – token holders may receive unique benefits including meet-and-greets, exclusive merchandise, special seating, and more

• Voting – BIT holders can participate in votes conducted by the specific Influencers whose Tokens they hold, at a multiple of FMT holders

Page 10: Introducing FanMint - Executive Summary.pdf · 2021. 5. 24. · Non-fungible, tokenized securities that Influencers issue through FanMint Non-fungible, tokenized securities that Teams

© 2021 FAN Engagement, Incorporated • Confidential & Proprietary

ISSUER

BIT Ticker: FMUC

Example Offering – “FM United”

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Issuer: FanMint United ClubClassification: 10% Equity in holding company

Blockchain: Ethereum

INVESTORSMultiple ways to purchase:

• Bitcoin• Ethereum

• ACH / Wire• Credit Card

• FanMint Tokens

USE OF PROCEEDS• Every issuer has its own branded

security and ticker symbol.

• Once the security is issued, the proceeds can be converted to USD and go to the issuer.

• Those proceeds can be used for capital-intensive projects, like stadium construction or athlete contracts.

• The security can become tradeable on multiple security exchanges, including FanMint’s platform for secondary trading.

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© 2021 FAN Engagement, Incorporated • Confidential & Proprietary

Benefits to IssuersFanMint provides significant optionality and benefits to Issuers (i.e., Influencers) by:

• Creating a unique, branded token for each Influencer

• Providing equity (royalty streams) and debt (lending) offerings

• Unlocking liquidity on long term contracts

• Financing teams and capital-intensive projects (buildings, startups)

• Connecting with Fans so they can share in, and economically benefit from, each Issuer’s success

With a vested interest in an Influencer’s career, Fans are granted the opportunity to engage with their idols in an entirely new way —investing in upside, receiving dividends, and trading with other fans.

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The FanMint Token will allow participation in a multifaceted marketplace and create a “virtuous circle” of success.

Influencers will be able build new businesses with up-front capital provided by Fan-Investors, and those Fan-Investors will therefore receive exposure to upside generated by the Influencer’s business endeavors.

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© 2021 FAN Engagement, Incorporated • Confidential & Proprietary

Compliant Security Tokens• The initial FanMint Tokens will be ERC-20 tokens on Ethereum,

with added features allowing positive control.

• Subsequent offerings will utilize a variety of blockchains that have defined standards allowing the issuance of compliant securities, including Tezos, Ripple, and Polkadot.

• Our non-custodial model is compliant with the SEC’s Sept. 25, 2020 response to FINRA, and securities lending-compliant under Regulation M.

Our team has performed significant research to date on the legal and technical considerations for this innovative structure, and has a track record of success in this domain.

Most recently, we launched Spencer Dinwiddie’s security token offering on the Ethereum blockchain, using Regulation D. We partnered with custody, escrow, and transfer agents to bring Fan-Investors through the subscription process, which also included deal diligence through robust KYC / AML and accreditation checks.

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© 2021 FAN Engagement, Incorporated • Confidential & Proprietary

Decentralized FinanceNon-custodial, Decentralized Verification

Transactions will be written to and validated on the Parity Substrate of the Polkadot Network

• The FanMint ecosystem will support Decentralized Finance (DeFi) infrastructure, as permitted by regulations.

• Every transaction on FanMint can be batched and written to a Polkadot Parachain to provide full auditability and transparency.

• This can also provide transparency into the performance attributed to the FanMint Token, as well as individual Issuers’ tokens.

• Additional cross-chain interoperability is planned for future implementation.

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© 2021 FAN Engagement, Incorporated • Confidential & Proprietary

FMT Distribution & Utilization

Reg D, S, CFPre-Issued Tokens:

1,000,000,000

Soft Cap: $1.5 Million

Private Sale Vesting Period:

6 months

Team & Advisors Vesting Period:

12 months

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Platform & Ecosystem Use of Proceeds

Operations40%

Marketing20%

Regulatory10%

R&D20%

Net Capital10%

Platform Partners11%

Team & Advisors14%

Public Sale (Reg. CF)20%

Private Sale (Reg. D)

10%

Issuer Reserve20%

Treasury15%

Grants10%

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© 2021 FAN Engagement, Incorporated • Confidential & Proprietary

Competitive Landscape

FanMint will have the only fan engagement token and P2P marketplace that is fully compliant and is alreadylicensed to issue digital securities in the United States

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Compliant Digital SecuritiesSo

cial

Eng

agem

ent

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© 2021 FAN Engagement, Incorporated • Confidential & Proprietary

Comparable Platforms

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StartEngine SeedInvest Republic Horizon Global Fan Exchange SportBLX Chiliz &

Socios.com FanMint

Domicile United States United States United States Bermuda United States Malta United States

Offering Exemptions

Tokenized Reg. D X

Tokenized Reg. CF X

Tokenized Reg. A / A+ X

Tokenized Reg. S X

Traditional Private Placement X X X X

Traditional Reg. CF X X X X X X

Regulatory Approval for Crowdfunding Portal X [1] X [1] X [1] X [1]

Broker-Dealer Licensure (In-House) X X X X

“Influencer” Focus X X X X

Number of Launches 0 1 16 1

Tokenized Digital Asset Issuance (Non-Security) X X X

Multiple Blockchains Supported X X

Secondary Trading (Alternative Trading System) X X X (via BANQ®) X X

Payment Processor Integration X X X X X X

Cryptocurrency Deposits X X X

Most Recent Raise @ Valuation

$18.85M via Reg A+Closed October 2020

@ $221M [2]

Acquired by CircleClosed May 2019

@ Undisclosed Amount

$16M via Reg D/A+Closed July 2020

as Note [3]

$5M via Reg D 506(c)/ SOngoing

@ $50M [4]

$2.34M via Reg D 506(b)Closed April 2019

@ Unknown Valuation [5]

$65M via Priv. PlacementClosed June 2018

@ Unknown Valuation [6]

$5M via Reg. D 506(c)Ongoing@ $50M

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© 2021 FAN Engagement, Incorporated • Confidential & Proprietary

Additional Revenue Opportunities

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Tokenized Collectibles (Non-Fungible Tokens)

Games & Partnerships

Merchandise Stores & Auctions

Fan Engagement Sites

“Real” Fantasy Sports

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© 2021 FAN Engagement, Incorporated • Confidential & Proprietary

About Tritaurian Capital, IncorporatedWilliam B. Heyn

Bill is the founder and Chief Executive Officer of Tritaurian. A nearly thirty-year financial industry veteran, he founded Tritaurian to provide high quality investment banking services to clients of all sizes.

James R. PreisslerJim is a Managing Partner of Tritaurian and a member of its board of directors. Jim has over 20 years of international business and investment banking experience as an expert in how technology intersects with compliance and regulations such as blockchain technology, finance and privacy.

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Revolutionizing the financial industry through blockchain

technology

We at Tritaurian firmly believe that distributed ledger technology, otherwise known as blockchain technology, represents the future of the securities and financial world, providing safe, secure and fair transactions for all investors.

The Tritaurian team's knowledge and experience in both traditional investment banking and blockchain allow them to provide advice and services to a wide range of established and growth-oriented businesses with a focus on Digital Securities, Blockchain, tokenization and other transformative technologies through equity or debt, M&A, tokenized offerings, reverse mergers or other listing mechanisms.

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© 2021 FAN Engagement, Incorporated • Confidential & Proprietary

About Akemona, Incorporated

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Akemona, a pioneer in digital securities, is focused

on one goal:

To revolutionize capital markets through the introduction of

digital securities.

Akemona, the first smart-contracts based digital funding portalapproved by the SEC and FINRA, allows businesses to issue digital securities, giving businesses the flexibility to raise funds from accredited, non-accredited, and institutional investors worldwide under Regulation CF.

Unlike traditional funding portals, Akemona is fully automated on blockchain, ready to disrupt our competition and capitalize on the rising demand expected from upcoming regulatory changes.

Ravi SrivastavaAngel investor and former CIO

of Travelers Insurance with deep experience in finance and

technology.

Brady MatthewsRecognized as one of the top

100 blockchain and smart contract technologists in the

US. Former Principal Technology Architect in the Advanced Technology and

Architecture Group at Accenture.

Marina MataragaLeader in retail banking data warehousing in the US and

Europe at Bank of America and UBS.

Aravindan RamanResponsible for development

and growth of new markets and businesses. Previously served in

the same capacity as Vice President at HP Enterprise

Services.

Jake SparksInnovative thought leader in digital marketing with experience in banking and finance.

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© 2021 FAN Engagement, Incorporated • Confidential & Proprietary

Introducing FanMintThank you for your interest.fanmint.io

For more information, please contact us at [email protected] • FINRA • SIPC