INGRESS CAPITAL Confidential Information Memorandum January 2016 CONFIDENTIAL
CONFIDENTIAL INFORMATION MEMORANDUM This confidential Information Memorandum has been prepared by Rockshore Advisors, LLC (“Rockshore”), from materials and information supplied by Ingress Capital Incorporated (“Ingress” or the “Company”), pursuant to Rockshore’s engagement by Ingress as its exclusive financial advisor in connection with arranging financing alternatives for the Company. While the information contained herein is believed to be accurate, Rockshore has not conducted any investigation with respect to such information, and Rockshore and Ingress expressly disclaim any and all liability for representations, expressed or implied, contained in, or for omissions from, this Information Memorandum or any other written or oral communication transmitted to any interested party in the course of its evaluation of the Company. Only those particular representations and warranties which may be made by Ingress in a definitive written agreement, when and if one is executed, and subject to such limitations and restrictions as may be specified in such agreement, shall have any legal effect. This Information Memorandum includes certain statements, estimates and projections provided by Ingress with respect to its anticipated future performance. Such statements, estimates and projections reflect significant assumptions and subjective judgments by Ingress’ management concerning anticipated results. These assumptions and judgments may or may not prove to be correct, and there can be no assurance that any projected results are attainable or will be realized. Rockshore has not attempted independently to verify any of such statements, estimates and projections, and neither Rockshore nor Ingress makes any representations or warranties as to their accuracy or completeness. Except where otherwise indicated, this Information Memorandum speaks as of the date hereof. Neither the delivery of this Information Memorandum nor any investment in nor other transaction with Ingress shall, under any circumstances, create any implication that there has been no change in the affairs of Ingress since the date hereof. In furnishing this Information Memorandum, neither Rockshore nor Ingress undertakes any obligation to update any of the information contained herein. The information contained herein is confidential and may not be divulged to any person or entity or reproduced, disseminated or disclosed, in whole or in part, except to the recipient’s officers, directors, employees and agents for use in connection with a potential transaction or as required by law or with the written consent of the Company. Without limiting the generality of the foregoing: (1) if the recipient does not wish to pursue this matter, it will return the Information Memorandum to Rockshore, as soon as feasible, together with any other material relating to the Company which the recipient may have received from Rockshore or the Company and destroy, as soon as feasible, all copies of analyses, compilations, studies or other documents prepared by it in connection with any information in the Information Memorandum or such other material; and (2) any proposed actions by the recipient which are inconsistent in any manner with the foregoing will require the prior written consent of Ingress. Ingress reserves the right to negotiate with one or more prospective purchasers at any time and to enter into a definitive agreement or any other transaction related to the Company without prior notice to the recipient or other prospective partners. Also, Ingress reserves the right to terminate, at any time, further participation in the investigation and proposal process by any party and to modify any procedures without giving advance notice or providing any reason therefore. Potential purchasers are not to disclose their involvement in the process to any person and are not to have any contact with any of the management and employees of the Company or any of its respective affiliates. Any violation of these procedures may result in possible legal action being brought by Ingress. Certain names of the Company’s products are trademarks of the Company. Certain names of other companies and their products referred to herein may be trademarks of such other companies. Any communications or inquiries relating to the Information Memorandum or the transaction considered hereby should be referred to: Stanley Gorodesky 270 Madison Avenue Managing Director Suite 1500 (646) 373-9588 New York, NY 10016 sgorodesky@rockshoreadvisors.com 2 CONFIDENTIAL
EXECUTIVE SUMMARY Crowdfunding has grown to become a leading force in capital raising totaling $35 billion in 2015 Ingress Capital (“Ingress” or the “Company”) has built the most technologically advanced, robust, full-featured crowdfunding platform enabling both debt and equity capital raises Marque issuers such as Jet.com, Harry's, and Warby Parker have worked with Ingress on their capital raising needs Ingress’s platform features proprietary APIs, military-grade data security, and open architecture to support RIA / broker-dealer integrations all wrapped in an elegant design Ingress has established exclusive partnerships for best-in-class issuer content production The Ingress platform has been tested in the market and the product has been hardened to support a successful relaunch 3 CONFIDENTIAL
DEVELOPMENT OF THE CROWDFUNDING INDUSTRY 2 2 2 2 2 2 2 2 2 2 2 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 1 1 1 6 7 8 9 0 1 2 3 4 5 6 Crowdfunding industry has gone through initial development and has become a major disruptive force in debt and equity capital raises for various industries and classes 4 CONFIDENTIAL
GROWTH OF CROWDFUNDING Total Funding Volume (in Billions $US) Annual 2014 Growth Rates by Model 400% 2012 $2.7 300% 2013 $6.1 200% 2014 $16.2 100% 2015 $34.4 0% Donation Reward Real Equity Small Royalty Hybrid Estate Business Ingress Capital’s tech platform addresses Crowdfunding market is expected to surpass venture capital funding this year, with crowdfunding raising $34 billion compared to VC’s $30 billion these fast growing markets Source: http://www.statista.com/topics/1283/crowdfunding/ 5 CONFIDENTIAL
CROWDFUNDING IS DISRUPTING EARLY STAGE OF EQUITY INVESTMENT 60 Deals Are Shifting Toward Crowdfunding Regulatory Changes: JOBS Act authorizes general solicitation, allowing 50 entrepreneurs to solicit investment from a vastly larger pool of potential investors 40 % of seed deals Entrepreneurs: 30 Now have the ability to reach value-added investors at scale 20 Investors: Have direct access to venture investments that were previously inaccessible or available only through costly fund 10 structures 0 2011 2012 2013 2014 2015 (Est.) Crowdfunding Angel Networks Source: Beauhurst - The Deal 2014/15 6 CONFIDENTIAL
A UNIQUE MOMENT IN TIME Investors Issuers Title III of the JOBS Act adds over 220M new 75,000 investors to the investor pool. For the first time in 80 years everyday citizens will be able to invest in +220M There are 75,000 Seed and Series A financings early stage companies. per year in the US. There are over 9M accredited investors in the US. $2.5M Only 3% of them are active investors. Approximate average deal size for the top quartile (18,750 deals) is $2.5M. The internet helped drive the percentage of US households owning stock from 32% in 1989 to 54% 32% 54% in 2014. 1989 2014 Source: Center for Venture Research 7 CONFIDENTIAL
Ingress Capital’s technology platform allows private investors to OUR PLATFORM access debt and equity investment opportunities 8 CONFIDENTIAL
INDUSTRY LEADING CROWDFUNDING TECHNOLOGY SOLUTION The Ingress technology is a feature rich platform that can support multiple offering types : • The backend admin tool is a fully featured management tool that enables control over all aspects of the consumer facing Equity Equity site and provides access controls for issuers and investors 506(b) Regulation A+ • The technology already works seamlessly with a Broker Dealer partner that provides investor accreditation, fund escrow, and compliance services Debt: Equity Nearly All Crowdfunding • The technology has been deployed in market for over 1 year Types (Title III) and is stable, secure and scalable 9 CONFIDENTIAL
INGRESS CAPITAL PLATFORM’S KEY TECHNOLOGY HIGHLIGHTS Supreme Technology and Architecture Bank-Level Security • • Designed and built by teams with some of the most Our engineering team built MacQuarie.com, cnbc.com, TheMarkets.com and much of CapIQ.com. extensive backgrounds in financial technology. • We are bank-level security. And trusted by trusted corporations Flexible, Adaptable, and Scalable Rich Experience • • We support multiple offering types and provide full control Website designed for readability, memorability and of public/private data. It’s a fully permissioned system for usability. both employees and investors. • Competitive configuration with what you’ll find in today’s • The product was built with a service oriented architecture leading consumer websites . which allows us to couple pieces together, break them apart, and optimize them without deploying a new build. 10 CONFIDENTIAL
INVESTOR DATABASE Ingress Database 2,000 2,000 Active High Net Worth Investors Verified Institutional Investors VC PE FO SWF 3:1 Ingress investors check size is 3x its closest competitor 11 CONFIDENTIAL
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