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IMPORTANT: If you are in any doubt about this document, you should consult your stockbroker, bank manager

, solicitor,
accountant or other professional adviser.
This document (the Information Memorandum) is a private information memorandum, and has not been approved by any
person, including any authorised person within the meaning of the UK Financial Services and Markets Act 2000, as
amended. This document does not constitute a prospectus for the purposes of Directive 2003/71/EC, and amendments
thereto, including Directive 2010/73/EC (the Prospectus Directive), the Prospectus Rules of the UK Financial Conduct
Authority or any other competent authority, and has not been approved by or filed with the UK Financial Conduct Authority
or any other competent authority.
The SPiCE Tokens have not been and will not be registered under the Securities Act of 1933, as amended (the Securities
Act), or any other law or regulation governing the offering, sale or exchange of securities in the United States or any other
jurisdiction. The Offering is being made (1) inside the United States to up to 99 beneficial owners that are “accredited
investors” (as defined in Rule 501 of the Securities Act) in reliance on Regulation D under the Securities Act who are U.S.
Persons (as defined in Section 902 of Regulation S under the Securities Act) and (2) outside the United States to Non-U.S.
Persons in reliance on Regulation S. Persons purchasing as U.S. accredited investors will be required to hold their SPiCE
Tokens until the first anniversary of the issuance of the SPiCE Tokens and will be required to make undertakings to SPiCE
VC that they will not sell their SPiCE Tokens to any U.S. Person unless they sell all of their SPiCE Tokens to a single U.S.
Person. Persons purchasing as Non-U.S. Persons will only be entitled to resell their SPiCE Tokens to other Non-U.S.
Persons in an offshore transaction (as defined in Rule 902 of the Securities Act). See the sections of this Information
Memorandum entitled “Important Notice”, “Risk Factors” and “Description of the SPiCE Tokens — Transfer Restrictions”
for further information. SPiCE VC will not be required to, nor does it currently intend to, offer to exchange the SPiCE
Tokens for any securities registered under the Securities Act or any other law or register the SPiCE Tokens for resale under
the Securities Act or any other law.
The distribution of this Information Memorandum in certain jurisdictions may be restricted by law. Persons into whose
possession this Information Memorandum comes should inform themselves about and observe any such restrictions. Failure
to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular,
subject to certain limited exceptions, the SPiCE Tokens may not, directly or indirectly, be offered or sold within Canada,
Australia, South Africa or Japan or offered or sold to or for the account or benefit of a resident of Canada, Australia, South
Africa or Japan. In addition, the SPiCE Tokens may not be marketed in the Russian Federation or certain EEA jurisdictions,
including Spain, France, Italy and Germany, due to the marketing and/or private placement regimes applicable in these
jurisdictions. In addition, this Information Memorandum may not be distributed in, and the SPiCE Tokens may not, directly
or indirectly, be offered or sold in or into the People’s Republic of China or the Republic of Korea.
Prospective investors should read the whole of this Information Memorandum and should be aware that these instruments
are speculative and involve a high degree of risk. See the section of this Information Memorandum entitled “Risk Factors”
for a discussion of certain risks and other factors which should be considered prior to any investment in the SPiCE Tokens.

SPiCE Venture Capital Pte. Ltd.
Incorporated in Singapore with unique entity number 201726716D

Offer of up to 130,000,000 SPiCE Tokens
Information Memorandum as updated on 30 November 2017

The SPiCE Tokens are a new series of Ethereum-based smart contract digital tokens to be issued by SPiCE Venture Capital
Pte. Ltd. (SPiCE VC) at an offering price of USD 1 per SPiCE Token (inclusive, in the case of Singapore, of any GST) (the
Offering Price). SPiCE VC is a newly-incorporated Singaporean private limited company with no operating history. SPiCE
VC will use the proceeds of the Offering to invest in start-ups in accordance with its investment thesis, as described in more
detail in this Information Memorandum.

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Subscriptions for SPiCE Tokens in the Pre-Sale and the Main Sale can be paid for in U.S. dollars (USD), Euros (EUR),
Bitcoin (BTC) or Ether (ETH). The Pre-Sale will end at the earlier of: (1) 7:00 a.m. (London time) on 1 February 2018; and
(2) the time and date on which the Pre-Sale is closed or otherwise terminated by SPiCE VC in its sole discretion. The Main
Sale will end at the earlier of: (1) 8:00 p.m. (London time) on 3 March 2018 and (2) the time and date on which the Main
Sale is closed or otherwise terminated by SPiCE VC in its sole discretion. The Offering is expected to close at 8:00 p.m. on 3
March 2018, unless closed at an earlier date as specified above. Subscribers will be alerted to the closing and whether they
were successful in subscribing by e-mail and an update to their accounts on the bespoke platform developed by SPiCE VC
for the SPiCE Tokens (the SPiCE Token Platform) accessible at https://www.spicevc.com/. SPiCE VC intends to list the
SPiCE Tokens on multiple cryptocurrency exchanges that accept tokens.
SPiCE VC expects to deliver the SPiCE Tokens against payment through the SPiCE Token Platform, directly or by other
means on or before 31 March 2018.

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IMPORTANT NOTICE
The SPiCE Tokens may be a suitable investment only for those investors who are able to understand the unique nature of the
Offering, SPiCE VC, the SPiCE Token, digital tokens and cryptocurrency exchanges. In making an investment decision,
investors must rely on their own examination of SPiCE VC, the SPiCE Tokens and the terms of the Offering, including the
merits and risks involved. Prospective investors should not construe the contents of this Information Memorandum as legal,
business, tax, accounting, investment or other advice. Each prospective investor is urged to consult its own advisers as to
legal, business, tax, regulatory, accounting, financial and other consequences of its investment in the SPiCE Tokens.
This Information Memorandum is furnished for the purpose of providing certain information about an investment in the
SPiCE Tokens. This Information Memorandum is to be used by each person to whom it has been made available solely in
connection with the consideration of the purchase of the SPiCE Tokens described herein. All recipients agree that they will
use this Information Memorandum for the sole purpose of evaluating a possible investment in SPiCE Tokens, and
acknowledge and agree that this Information Memorandum is not a prospectus and does not purport to contain all
information an investor may require to form an investment decision. No person is authorised to give any information or
make any representation in connection with SPiCE VC, the SPiCE Tokens or the Offering that is not contained in this
Information Memorandum. Any representation or information not contained herein must not be relied upon as having been
authorised by SPiCE VC or any of its partners, members, officers, employees, managers, affiliates or agents. The contents of
this Information Memorandum are not to be construed as a recommendation or advice to any prospective investor in relation
to the subscription, purchase, holding or disposal of SPiCE Tokens and prospective investors should consult their own
professional advisers accordingly.
The information in this Information Memorandum is current only as of the date on its cover. For any time after the cover
date of this Information Memorandum, the information, including information concerning SPiCE VC’s business, financial
condition, results of operations and prospects may have changed. Neither the delivery of this Information Memorandum nor
any sale of SPiCE Tokens hereunder shall, under any circumstances, create any implication that there have been no changes
in SPiCE VC’s affairs after the date of this Information Memorandum. Save as may be required under applicable law or
regulation, SPiCE VC does not undertake any obligation to update the information contained in this Information
Memorandum after its date.
To the extent that information has been sourced from a third party, this information has been accurately reproduced and, as
far as SPiCE VC is aware and is able to ascertain from information published by such third party, no facts have been omitted
which may render the reproduced information inaccurate or misleading.
This Information Memorandum may not be used for the purpose of, and may not be construed as, an invitation to any person
to subscribe for or purchase any securities or any other financial instrument or as an invitation or an offer to sell or a
solicitation of an offer to subscribe for or purchase any securities or any other financial instrument in a jurisdiction in which
such an invitation, offer or solicitation cannot lawfully be made to him or made without compliance with any registration or
other legal requirements. Neither this Information Memorandum, nor any of the SPiCE Tokens, has been or will be
registered or filed under the securities laws or regulations of any jurisdiction or approved, recommended or disapproved by
any securities or other regulatory authority nor has any such authority confirmed the accuracy or determined the adequacy of
this Information Memorandum.

Notices to U.S. Persons
The SPiCE Tokens have not been approved or disapproved by the U.S. Securities and Exchange Commission (the SEC) or
by the securities regulatory authority of any state or of any other jurisdiction of the United States, nor has the SEC or any
such securities regulatory authority passed upon the accuracy or adequacy of this Information Memorandum. Any
representation to the contrary is a criminal offence.

U.S. Investment Company Act of 1940
SPiCE VC intends to rely on an exemption from the provisions of the Investment Company Act of 1940, as amended (the
Investment Company Act), in reliance upon Section 3(c)(1) of the Investment Company Act, which excludes from the
definition of “investment company” any issuer whose outstanding securities are beneficially owned by not more than 100
U.S. Persons and who meet the other conditions contained therein. Each Subscriber’s subscription documents will contain
representations and restrictions on transfer designed to insure that the relevant conditions are met.

Resale Restrictions
Because of the following restrictions, you are advised to consult legal counsel prior to making any offer, resale, pledge or
other transfer of the SPiCE Tokens offered pursuant to the Offering.
THE SPiCE TOKENS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT
BE TRANSFERRED OR RESOLD, EXCEPT (A) IF THE HOLDER IS A U.S. PERSON, UNTIL THE FIRST
ANNIVERSARY OF THE ISSUANCE OF THE SPiCE TOKENS AND SUCH HOLDER SHALL NOT TRANSFER OR
SELL THEIR SPiCE TOKENS TO ANY U.S. PERSON UNLESS THEY SELL ALL OF THEIR SPiCE TOKENS TO A
SINGLE BENEFICIAL OWNER THAT IS A U.S. PERSON; (B) IF THE HOLDER IS A NON-U.S. PERSON, TO
OTHER NON-U.S. PERSONS OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN

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S. FURTHERMORE. In relation to each Relevant Member State. iv . IN EACH CASE. The contents of this Information Memorandum have not been approved by an authorised person within the meaning of the laws of the European Union. including their own legal advisers and accountants. residence. PERSONS WILL BE REDEEMED. and any foreign exchange restrictions that may be relevant thereto. The distribution of this Information Memorandum may be restricted and accordingly persons into whose possession this Information Memorandum comes are required to inform themselves about and to observe such restrictions. given or made. This Information Memorandum does not constitute. The contents of SPiCE VC’s website.COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT. such advertisement. made to the public in that Member State. Notice to all prospective investors Prospective investors should inform themselves as to the legal requirements and tax consequences within the countries of their citizenship. and to observe. holding. an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Notice to prospective EEA investors This Information Memorandum does not constitute a prospectus for the Prospectus Directive. holding or disposal of the SPiCE Tokens. or supplement a prospectus pursuant to article 16 of the Prospectus Directive. if issued. AS PERMITTED UNDER APPLICABLE LAWS AND REGULATIONS OR PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM AND IN ACCORDANCE WITH THE TERMS OF THE SPiCE TOKENS. the expression “an offer of SPiCE Tokens to the public” in relation to any SPiCE Tokens in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the SPiCE Tokens to be offered so as to enable an investor to decide to purchase or subscribe for the SPiCE Tokens. Prospective investors should inform themselves as to: (a) the legal requirements of their own countries for the purchase. Prospective investors must rely upon their own representatives. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. no offer of SPiCE Tokens has been. transfer or other disposal of the SPiCE Tokens. and has been prepared on the basis that any offer of SPiCE Tokens in any member state of the EEA which has implemented the Prospectus Directive (each. the SPiCE Tokens and an investment therein. or (c) in any other circumstances falling within article 3(2) of the Prospectus Directive. The distribution of this Information Memorandum and the offer and sale of the SPiCE Tokens in certain jurisdictions may be restricted by law. OR (D) TO SPiCE VC OR ANY SUBSIDIARY THEREOF AND. all applicable laws and regulations of any relevant jurisdiction. a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of SPiCE Tokens or otherwise will not be subject to such requirements. SPiCE VC has not authorised and does not authorise the making of any offer of SPiCE Tokens in circumstances in which an obligation arises for SPiCE VC to publish or supplement a prospectus for such offer. and (c) the income and other tax consequences which may apply in their own countries as a result of the purchase. transfer or other disposal of the SPiCE Tokens. transfer or other disposal of the SPiCE Tokens which they might encounter. holding. domicile and place of business with respect to the acquisition. do not form part of this Information Memorandum. and may not be used for the purposes of. A MAXIMUM OF 99 BENEFICIAL OWNERS THAT ARE U. tax. provided that no such offer of SPiCE Tokens referred to in (a) to (c) above shall result in a requirement for SPiCE VC to publish a prospectus pursuant to article 3 of the Prospectus Directive. holding. This Information Memorandum does not constitute an offer to sell or the solicitation of an offer to buy in any state or other jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such state or jurisdiction. investment or any other related matters concerning SPiCE VC. The information below is for general guidance only and it is the responsibility of any person or persons in possession of this Information Memorandum and wishing to make an application to subscribe for SPiCE Tokens to inform themselves of. AS PERMITTED UNDER APPLICABLE LAWS AND REGULATIONS OR PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. (b) to fewer than 150 natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive). as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive. including any websites accessible from hyperlinks on SPiCE VC’s website. other than under the following exemptions under the Prospectus Directive: (a) to any legal entity which is a “qualified investor” as defined in the Prospectus Directive. Reliance on this Information Memorandum for the purpose of engaging in any investment activities may expose an individual to a significant risk of losing all of the property or other assets invested. (b) any foreign exchange restrictions applicable to the purchase. IN THE EVENT OF ANY REDEMPTION. information or representation must not be relied upon as having been authorised by SPiCE VC. For the purposes of this provision. No person has been authorised by SPiCE VC to issue any advertisement or to give any information or to make any representation in connection with the contents of this Information Memorandum and. as to legal. (C) TO THE RESERVE. or will be.

which is directed at. and in accordance with. (the Order). (ii) persons falling within article 49(2)(a) to (d) (“high net worth companies. or be made the subject of an invitation for subscription or purchase. without first directly confirming with SPiCE VC if they are eligible to receive the Information Memorandum or other documents or materials. and will only be engaged in with. unincorporated associations etc. whether directly or indirectly.IN RELATION TO EACH MEMBER STATE OF THE EEA WHICH HAS IMPLEMENTED THE AIFM DIRECTIVE (AND FOR WHICH TRANSITIONAL ARRANGEMENTS ARE NOT/NO LONGER AVAILABLE). as amended. HAS NOT IMPLEMENTED THE AIFM DIRECTIVE. or to participate in the Pre-Sale or the Main Sale. nor may SPiCE Tokens be offered or sold. 32) of Hong Kong (the CWUMPO) or which do not constitute an offer to the public within the meaning of the CWUMPO. taken for the authorisation or recognition of any CIS relating to SPiCE VC or the SPiCE Tokens under Section 286 or 287 of SFA or registered as a "restricted scheme" with the MAS for the purposes of Section 305 of the SFA. the Main Sale or the Offering. of SPiCE Tokens may not be circulated or distributed. pursuant to which offers or invitations in relation to the SPiCE Tokens (when aggregated with any other offer considered to be a closely-related offer) may be made to up no more than 50 persons in Singapore in reliance on the “private placement” exemption within a period of 12 months. or subscribe for any SPiCE Tokens in. or (b) pursuant to. in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. this Information Memorandum is only distributed to and is only directed at (i) persons who have professional experience in matters relating to investments and fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005. any activity to which this Information Memorandum relates is only available to. Any person in the United Kingdom that is not a Relevant Person should not act or rely on this Information Memorandum or any of its contents. IN RELATION TO EACH MEMBER STATE OF THE EEA WHICH. However.”) of the Order. the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the SPiCE Tokens which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made under the SFO. In the United Kingdom. 571) of Hong Kong (the SFO) and any rules made under the SFO. Accordingly. or (b) insofar as applicable. no action has been. invitation or document relating to the SPiCE Tokens has been or will be issued. or invitation for subscription or purchase. or (iii) any other person to whom it may otherwise lawfully be communicated under the Order (each such person being referred to as a Relevant Person). by means of any document. The arrangements made by SPiCE VC in relation to the SPiCE Tokens are also likely to be regarded as a collective investment scheme (CIS) for the purposes of the Securities and Futures Act. or has been or will be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere). OR (2) THIS INFORMATION MEMORANDUM MAY OTHERWISE BE LAWFULLY DISTRIBUTED AND SPiCE TOKENS MAY OTHERWISE BE LAWFULLY OFFERED OR PLACED IN THAT MEMBER STATE (INCLUDING AT THE INITIATIVE OF THE INVESTOR). or the contents of which are likely to be accessed or read by. THIS INFORMATION MEMORANDUM MAY ONLY BE DISTRIBUTED AND SPiCE TOKENS MAY ONLY BE OFFERED OR PLACED TO THE EXTENT THAT THIS INFORMATION MEMORANDUM MAY BE LAWFULLY DISTRIBUTED AND SPiCE TOKENS MAY LAWFULLY BE OFFERED OR PLACED IN THAT MEMBER STATE (INCLUDING AT THE INITIATIVE OF THE INVESTOR). a Relevant Person. or will be. Notice to prospective Singapore investors This Information Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore (MAS). Chapter 289 of Singapore (SFA). No advertisement. this Information Memorandum and any other document or material in connection with the offer or sale. or v . THIS INFORMATION MEMORANDUM MAY ONLY BE DISTRIBUTED AND SPiCE TOKENS MAY ONLY BE OFFERED OR PLACED IN A MEMBER STATE TO THE EXTENT THAT: (1) SPiCE VC IS PERMITTED TO BE MARKETED TO PROFESSIONAL INVESTORS IN THE RELEVANT MEMBER STATE IN ACCORDANCE WITH THE AIFM DIRECTIVE (AS IMPLEMENTED INTO THE LOCAL LAW/REGULATIONS OF THE RELEVANT MEMBER STATE). to persons in Singapore other than: (a) to an "institutional investor" within the meaning of Section 4A of the SFA and the Securities and Futures (Prescribed Classes of Investors) Regulations or any other applicable regulations made thereunder. the conditions of the “private placement” exemption in Section 302C of the SFA. AT THE DATE OF THIS INFORMATION MEMORANDUM. No person in Singapore who is not an "institutional investor" (as defined above) may: (a) receive the Information Memorandum or any other document or material in connection with. other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. Notice to prospective Hong Kong investors The SPiCE Tokens have not been offered or sold and will not be offered or sold in Hong Kong. Notice to prospective United Kingdom investors In the United Kingdom.

initial coin offerings are prohibited in the Republic of Korea. the Cyberspace Administration of China. This Information Memorandum is being communicated only to persons outside the Republic of Korea and has not been reviewed by any regulatory authority therein. acquire. Any offering of the SPiCE Tokens in Israel will be exclusively made to. subscribe for or underwrite any SPiCE Tokens or other securities or structured products in the People’s Republic of China. initial coin offerings and other forms of digital token financing are prohibited in the People’s Republic of China. Accordingly. dispose of. Notice to prospective Israel investors The SPiCE Tokens are being offered pursuant to an exception to the public offering requirements of Israeli Securities Law of 1968 (the Israeli Securities Law). or is intended to be registered. dispose of. This Information Memorandum is being communicated only to persons outside the People’s Republic of China and has not been reviewed by any regulatory authority therein. or any constituent material of the foregoing. exchange or otherwise transfer. respectively. the distribution of this Information Memorandum in or into the People’s Republic of China is restricted and no invitation is made by this Information Memorandum or the information contained herein to enter into. as defined in Schedule 1 of the Israeli Securities Law. Notice to prospective Cayman Islands investors No offer or invitation to subscribe for SPiCE Tokens may be made to the public in the Cayman Islands. to sell. has been reviewed. the China Banking Regulatory Commission. The SPiCE Tokens are not eligible for offering or circulation in the Russian Federation and may not be sold or offered in the Russian Federation unless and to the extent otherwise permitted under Russian law. qualified or approved by the Israeli Securities Authority or any other government or regulatory body. the State Administration for Industry and Commerce of the People’s Republic of China. advertisement or invitation to make offers. Accordingly. None of the Offering. Notice to persons in the People’s Republic of China Following the joint announcement by the People’s Bank of China along with six other ministries of the People’s Republic of China on 4 September 2017. Qualified Investors. any agreement to purchase. by the CBR or a Russian stock exchange. any agreement to purchase. with the Central Bank of Russia (the CBR) and no decision to admit the SPiCE Tokens to placement or circulation in the Russian Federation has been made. the China Securities Regulatory Commission and the China Insurance Regulatory Commission. and directed at.(b) subscribe for the SPiCE Tokens with a view to resale or distribution. subscribe for or underwrite any SPiCE Tokens or other securities or structured products in the Republic of Korea. Notice to persons in the Republic of Korea Following the announcement by the Financial Services Commission on 29 September 2017. Accordingly. the Ministry of Industry and Information Technology of the People’s Republic of China. this Information Memorandum and/or any other offering materials relating to the SPiCE Tokens may be made available in Israel solely to Qualified Investors. or offer to enter into. the SPiCE Tokens in the Russian Federation or to or for the benefit of any Russian person or entity and must not be distributed or circulated in the Russian Federation. Notice to persons in the Russian Federation Neither the issuance of the SPiCE Tokens nor a securities prospectus in respect of the SPiCE Tokens has been registered. Information set forth in this Information Memorandum is not an offer. the distribution of this Information Memorandum in or into the Republic of Korea is restricted and no invitation is made by this Information Memorandum or the information contained herein to enter into. acquire. vi . or is intended to be made. or offer to enter into. unless and to the extent otherwise permitted under Russian law. or the interests.

TABLE OF CONTENTS
Page

PRESENTATION OF INFORMATION .................................................................................................................................... 1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS ............................................................................................................. 2
THE OFFERING ........................................................................................................................................................................ 3
OVERVIEW OF THE OFFERING AND THE TERMS OF THE SPiCE TOKENS ............................................................... 11
RISK FACTORS ...................................................................................................................................................................... 16
ABOUT SPiCE VC .................................................................................................................................................................. 30
ABOUT THE FOUNDERS ...................................................................................................................................................... 40
DESCRIPTION OF THE SPiCE TOKENS.............................................................................................................................. 41
ADDITIONAL INFORMATION ............................................................................................................................................. 48
DEFINITIONS ......................................................................................................................................................................... 55

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PRESENTATION OF INFORMATION

Forward-looking Statements
This Information Memorandum contains statements which, to the extent that they do not recite historical fact, constitute, or
may be deemed to be, forward-looking statements. These statements can be identified by the fact that they do not relate
strictly to historical or current facts and may include the words “may”, “will”, “could”, “should”, “would”, “believe”,
“expect”, “anticipate”, “estimate”, “intend”, “plan” or other words or expressions of similar meaning or, in each case, their
negative. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future and, therefore, these forward-looking statements are based
on the current expectations of SPiCE VC about future events. Forward-looking statements are not guarantees of future
performance and the actual operating results and financial condition, and the development of the industry in which SPiCE
VC operates may differ materially from those made in or suggested by the forward-looking statements contained in this
Information Memorandum. The forward-looking statements include statements that reflect SPiCE VC’s beliefs, plans,
objectives, goals, expectations, anticipations and intentions with respect to the financial condition, results of operations,
future performance and business of SPiCE VC. Prospective investors are required to carefully review this Information
Memorandum, particularly the section entitled “Risk Factors”, for a more complete discussion of the risks of an investment
in the SPiCE Tokens. Although SPiCE VC believes that the expectations reflected in the forward-looking statements are
reasonable, SPiCE VC cannot guarantee future results, level of activity, performance or achievements. Many factors
discussed in this Information Memorandum, some of which are beyond SPiCE VC’s control, will be important in
determining the future performance of SPiCE VC. Consequently, actual results may differ materially from those that might
be anticipated from forward-looking statements.
In light of these and other uncertainties, prospective investors should not regard the inclusion of a forward-looking statement
in this Information Memorandum as a representation by SPiCE VC that its plans and objectives will be achieved, and should
not place undue reliance on such forward-looking statements. These forward-looking statements speak only as at the date of
this Information Memorandum. SPiCE VC expressly disclaims any obligation or undertaking to update any of the forward-
looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Past and Projected Performance
Prospective investors should bear in mind that past or projected performance is not necessarily indicative of future results,
and there can be no assurance that SPiCE VC will achieve comparable results or that targeted returns will be met. Unless
otherwise indicated, all internal rates of return and multiples of invested capital are presented on a “gross” basis (i.e., they do
not reflect the management fees, “carried interest”, taxes and other expenses to be borne by investors in the SPiCE Tokens).
Statements in this Information Memorandum regarding SPiCE VC’s investment focus, targets and size of expected
transactions, specific or general strategies and similar statements are not limitations, and the SPiCE VC Management
Agreement, as described in the section of this Information Memorandum entitled “Additional Information — SPiCE VC
Management Agreement”, will provide flexibility to invest outside of the parameters and terms described herein.

Other Statements
Statements contained herein that are attributable to SPiCE VC or its investment professionals or other personnel or any other
person are not made in any person’s individual capacity, but rather on behalf of SPiCE VC.
Statements contained in this Information Memorandum that are not historical facts are based on current expectations,
estimates, projections, opinions, and/or beliefs of SPiCE VC. Such statements are not facts and involve known and unknown
risks, uncertainties, and other factors. Prospective investors should not rely on these statements as if they were fact.

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of original Information Memorandum 18 October 2017
Publication of this revised Information Memorandum 30 November 2017
Start of the Pre-Sale 8:00 a.m. (London time) on 19 October 2017
Expected close of the Pre-Sale 7:00 a.m. (London time) on 1 February 2018
Expected start of the Main Sale 8:00 a.m. (London time) on 1 February 2018
Expected close of the Main Sale 8:00 p.m. (London time) on 3 March 2018
Expected date on which the SPiCE Tokens are issued to No later than 31 March 2018
Subscribers pursuant to the terms of the Offering through the
Smart Contract
Expected date on which the Reserve becomes operational No later than 1 April 2018

Each of the times and dates referred to above is subject to change at the absolute discretion of SPiCE VC.

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The SPiCE Tokens are being offered on SPiCE VC’s website at https://www. By executing the Pre-Sale Subscription Form. that U. BTC or ETH. and (2) the time and date on which the Pre-Sale is closed or otherwise terminated by SPiCE VC in its sole discretion. the Pre-Sale and the Main Sale. Information contained or linked on SPiCE VC’s website is not incorporated by reference into this Information Memorandum and is not a part of this Information Memorandum. is not on any governmental authority watch list and he. BTC or ETH. HOW TO APPLY FOR SPiCE TOKENS IN THE PRE-SALE The Pre-Sale commenced on 19 October 2017 and is expected to close at the earlier of: (1) 7:00 a.  accepts and agrees to the terms of the SPiCE Tokens and the terms of the Pre-Sale. as amended. that Israeli Pre-Sale Subscriber’s status as a “qualified investor”. Prospective investors who are interested in subscribing for SPiCE Tokens in the Pre-Sale must carefully read this Information Memorandum in its entirety before executing a subscription form for the Pre-Sale (the Pre-Sale Subscription Form). prospective investors may subscribe for SPiCE Tokens in U. or o a Non-U. dollars. including. and  is in compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001. During the Pre-Sale. its investment in the SPiCE Tokens has been duly authorised. subject to the terms and conditions of the Pre-Sale. Person. anti-money laundering and sanctions compliance checks that may be imposed by SPiCE VC.S. including further details of the subscription conditions. she or it is the sole owner of the private key to that address.S. (London time) on 1 February 2018. she or it:  has received.  is the owner of the public address for his. amongst other things listed therein. Bitcoin or Ether. is the owner of the public address for his. she or it will comply with any other legal. her or its own account for investment purposes only and not with a view to resale or distribution. as defined in Rule 501 of the Securities Act. before the Pre-Sale closes. Euros.com/. a prospective investor will need to complete and submit. her or its digital wallet provided to SPiCE VC and he. her or it is permissible and complies in all respects with laws applicable to him. are set out below.S. read and understood this Information Memorandum.S. in SPiCE VC’s sole determination. Further details as to how prospective investors can participate in the Pre-Sale and the Main Sale.000 or equivalent amount in EUR.m. her or it and that. she or it is either: o an “accredited investor” as such term is defined in Rule 501 of Regulation D under the Securities Act. each prospective investor (a Pre-Sale Subscriber) will attest that.  if the payment of the Subscription Amount is to be by way of BTC or ETH. Non-U. an electronic copy of which will be made available on SPiCE VC’s website at https://www. she or it is able to purchase SPiCE Tokens because he. Pre-Sale Subscription Form In order to apply to subscribe for SPiCE Tokens in the Pre-Sale.spicevc. Pre-Sale Subscriber must provide SPiCE VC with all documents necessary to confirm. An Israeli Pre-Sale Subscriber must provide SPiCE VC with all documents necessary to confirm. she or it is the sole owner of the private key to that address. if the Pre-Sale Subscriber is a corporate or other legal entity. but not limited to. and he.000 or equivalent amount in EUR. A U.  is applying to purchase the SPiCE Tokens for his. U.  represents that he. Pre-Sale Subscriber’s status as an “accredited investor”. as defined in Schedule 1 of the Israeli Securities Law. Persons must apply to subscribe for a minimum amount of USD 200.S. in SPiCE VC’s sole determination. regulatory and compliance requirements and checks. he. her or its digital wallet provided to SPiCE VC as the wallet for the SPiCE Tokens to be delivered to following the closing of the Offering.com/.S. Persons must apply to subscribe for a minimum amount of USD 50. the Pre-Sale Subscription Form (including Exhibit A of that Subscription Form).spicevc. THE OFFERING The Offering will be separated into two periods. 3 .  represents that any purchase of the SPiCE Tokens by him.

io/ to which the Pre-Sale Subscription Amount must be transferred together with a unique identifier. If a Pre-Sale Subscriber fails to provide the requested information to complete the SPiCE Tokenholder Checks or does not meet the requirements of the SPiCE Tokenholder Checks (in SPiCE’s VC absolute determination). she or it is the sole owner of the private key to that address. A Pre-Sale Subscriber paying in BTC. SPiCE VC reserves the right to replace North Capital and/or Vo1t. SPiCE VC will notify the Pre-Sale Subscriber by e-mail of the details of the digital wallet held with Vo1t (the Digital Wallet) at https://vo1t. she or it is willing to commit to SPiCE VC for the SPiCE Tokens.000 but less than or equal to USD 5 million.25. BTC or ETH (the Pre-Sale Maximum Subscription Amount) in respect of which he. if the Pre-Sale Subscriber’s Pre-Sale Subscription Form is accepted.3. If the Pre-Sale Subscriber wishes to pay the Pre-Sale Subscription Amount in USD or EUR and is accepted by SPiCE VC. her or its digital wallet provided to SPiCE VC and he. USD or EUR. On or before 31 March 2018. Number of SPiCE Tokens to be issued in the Pre-Sale All Pre-Sale Subscribers who successfully subscribe for any SPiCE Tokens in the Pre-Sale shall have their allocation of rights to SPiCE Tokens multiplied by the Multiplier. (iii) and confirmations regarding that Pre- Sale Subscriber’s tax status in Israel. and (c) the Multiplier shall be 1. the Pre-Sale Subscriber must provide details of his. The value of the Multiplier shall be determined by the value in USD of a Pre-Sale Subscriber’s Pre-Sale Subscription Amount. she or it is the owner of the public address for his. in SPiCE VC’s sole discretion.2. Subscriptions for SPiCE Tokens will be effective only when SPiCE VC accepts them and SPiCE VC reserves the right to reject any Pre-Sale Subscription Form in whole or in part. 4 . SPiCE VC will notify the Pre-Sale Subscriber by e-mail of the details of the account held with North Capital (the Fiat Account) to which the Pre-Sale Subscription Amount must be transferred. and (iv) where applicable. if the USD Subscription Amount is greater USD 5 million. following a successful closing of the Offering. her or its digital wallet that the SPiCE Tokens will be transferred to. SPiCE Tokenholder Checks Before the rights to SPiCE Tokens can be issued to a Pre-Sale Subscriber. that Pre-Sale Subscriber’s Pre-Sale Subscription Form shall be deemed null and void (determined at the sole discretion of SPiCE VC) and no rights to SPiCE Tokens will be created or granted to that prospective investor. directly or by other means. EUR. at its absolute discretion or to add alternative providers of fiat accounts or digital wallets. regulatory and compliance requirements and checks including. under the laws and regulations of Singapore (or any other applicable jurisdiction) implementing any inter-governmental agreement entered into by Singapore (or any other applicable jurisdiction) relating to any agreement entered into by SPiCE VC with respect to such reporting regimes. SPiCE VC will confirm to the Pre-Sale Subscriber the subscription amount to be paid by that Pre-Sale Subscriber (the Pre-Sale Subscription Amount) (which may be less than or equal to the Pre-Sale Maximum Subscription Amount). Subscriptions need not be accepted in the order received and the SPiCE Tokens will be allocated among Pre-Sale Subscribers in SPiCE VC’s sole discretion. that Pre-Sale Subscriber must complete legal. containing a unique identifier which SPiCE VC will send to that Pre-Sale Subscriber. (b) the Multiplier shall be 1.000. If the Pre-Sale Subscriber wishes to pay the Pre-Sale Subscription Amount in ETH or BTC and is accepted by SPiCE VC. and must confirm that he.Each Pre-Sale Subscriber must state in the Pre-Sale Subscription Form the maximum subscription amount in USD. the SPiCE Tokens will be issued to Pre-Sale Subscribers whose subscriptions have been accepted against payment. her or its Pre-Sale Subscription Form to the digital wallet specified by SPiCE VC or must comply with any other processes specified by SPiCE VC. Pre-Sale Payment Mechanics Following completion of the SPiCE Tokenholder Checks to the satisfaction of SPiCE VC in its absolute discretion. SPiCE VC reserves the right to reject any Pre-Sale Subscription Form in whole or in part. but not limited to: (i) anti-money laundering and sanctions compliance checks. from the digital wallet specified in his. If the Pre-Sale Subscriber elects in its Pre-Sale Subscription Form to pay the Subscription Amount in BTC. Vo1t will hold a separate Digital Wallet for each Pre-Sale Subscriber. if the USD Subscription Amount is greater than or equal to USD 500. in SPiCE VC’s sole discretion. confirmations regarding the ownership of the digital wallet. if the USD Subscription Amount is less than USD 500. (ii) providing any information requested by SPiCE VC in SPiCE VC’s absolute discretion in order for SPiCE VC to comply with its reporting obligations under the US Foreign Account Tax Compliance Act and the OECD Common Reporting Standard. either by sending a message with a unique identifier to SPiCE VC or by complying with any other processes requested by SPiCE VC (the SPiCE Tokenholder Checks) (for further information see the sections of this Information Memorandum below entitled “The Offering – The SPiCE Tokenholder Checks” and “The Offering – SPiCE VC’s obligations to comply with laws and regulations relating to the US Foreign Account Tax Compliance Act and the OECD Common Reporting Standard”). as follows: (a) the Multiplier shall be 1. USD or EUR must send a message. which must be submitted with the payment of the Pre-Sale Subscription Amount. All amounts held in the Fiat Account and the Digital Wallet (the Accounts) shall remain in the Accounts until the issuance of the SPiCE Tokens to the Pre-Sale Subscribers.

following the payment of the Pre-Sale Subscription Amount to SPiCE VC by the Pre-Sale Subscriber. unless closed at an earlier date as specified above. the Pre-Sale Subscription Amount (inclusive. or (b) if the Pre-Sale Subscription Amount has been received by SPiCE VC in Euros. SPICE VC shall determine the number of rights to SPiCE Tokens to be issued to that Pre-Sale Subscriber in accordance with the below: where: USD Subscription Amount means: (a) if the Pre-Sale Subscription Amount has been received by SPiCE VC in U. The currency of the SPiCE Token will be in USD and the Offering Price will be USD 1 per SPiCE Token (inclusive.S. dollar equivalent of that Pre-Sale Subscription Amount (inclusive. In order to apply to subscribe for SPiCE Tokens in the Main Sale.000. her or it. Bitcoin or Ether. in the case of Singapore. then the Original Multiplier shall be the Multiplier when determining the allocation of the number of rights to SPiCE Tokens to be issued. Offering Price means USD 1 (inclusive. or with the correct unique identifier.3. BTC or ETH during the Main Sale. Following: (i) the closing of the Offering. of any GST). in the case of payments in USD or EUR. The Pre-Sale Subscriber’s account on the SPiCE Token Platform shall be updated accordingly.spicevc. in the case of Singapore. of any GST). a prospective investor will need to complete and submit a subscription form for the Main Sale (the Main Sale Subscription Form) including Exhibit A of that Subscription Form. (ii) confirmation that a prospective investor has completed the SPiCE Tokenholder Checks. in the case of payments in ETH or BTC. then the Original Multiplier shall be used when determining the allocation of the number of rights to SPiCE Tokens to be issued.m. EUR. dollars.m.25. on 3 March 2018. is lower than the Original Multiplier. if the USD Subscription Amount is less than USD 500. is lower than the Multiplier that would have applied had the Multiplier been calculated on the date of the receipt of the Pre-Sale Subscription Amount by SPiCE VC (the Original Multiplier). of any GST) calculated using the Conversion Rate. with the result that the Multiplier that applies. (b) 1. if the USD Subscription Amount is greater USD 5 million. with the exception that if.Only SPiCE Tokenholders who subscribed for SPiCE Tokens in the Pre-Sale shall be entitled to have their allocation of rights to SPiCE Tokens multiplied by the Multiplier. before the Main Sale closes. 5 . Pre-Sale Lock-Up All of the SPICE Tokens issued to Pre-Sale Subscribers pursuant to the Pre-Sale shall be prohibited from being transferred to the Reserve or to any other person for a period of six months from the date of the issuance of those SPiCE Tokens (the Pre- Sale Lock-Up). (London time) on 3 March 2018. If. (London time) on 1 February 2018 and close at the earlier of: (1) 8:00 p. with the result that the Multiplier that applies. in the case of Singapore. the value of the Pre-Sale Subscription Amount in USD falls due to changes in the exchange rate. The Offering is expected to close at 8:00 p. a U. SPiCE VC will inform the Pre-Sale Subscriber of the number of SPiCE Tokens to be issued to him.com/. an electronic copy of which will be made available on SPiCE VC’s website at https://www. HOW TO APPLY FOR SPiCE TOKENS IN THE MAIN SALE The Main Sale is expected to commence at 8:00 a. in the case of Singapore. the value of the Pre-Sale Subscription Amount in USD falls due to changes in the exchange rate. Subscribers may subscribe for SPiCE Tokens in USD.000 but less than or equal to USD 5 million. and (2) the time and date on which the Main Sale is closed or otherwise terminated by SPiCE VC in its sole discretion.m. following the payment of the Pre-Sale Subscription Amount to SPiCE VC by the Pre- Sale Subscriber. if the USD Subscription Amount is equal to or greater than USD 500.S. as calculated on the day after the closing of the Offering. Following the calculation of the number of SPiCE Tokens to be issued to a Pre-Sale Subscriber. and (iii) receipt of the Pre-Sale Subscription Amount from an account owned by the Pre-Sale Subscriber.2. and Multiplier means: (a) 1. of any GST). as calculated on the day after the closing of the Offering. or (c) 1. Fractions of SPiCE Tokens will not be issued by SPiCE VC and any fraction of a SPiCE Token to which a Pre-Sale Subscriber would have otherwise been entitled to will be rounded down.

Subscriptions for SPiCE Tokens will be effective only when SPiCE VC accepts them and SPiCE VC reserves the right to reject any Main Sale Subscription Form in whole or in part. her or its digital wallet provided to SPiCE VC and he. her or it and that. Persons applying to subscribe for SPiCE Tokens in EUR or USD must apply to subscribe for a minimum amount of USD 50. There is no minimum subscription amount for Non-U.  represents that he. the SPiCE Tokens will be issued to Main Sale Subscribers whose subscriptions have been accepted against payment. Persons must apply to subscribe for a minimum amount of USD 50. including. An Israeli Main Sale Subscriber must provide SPiCE VC with all documents necessary to confirm. ETH or BTC). that Israeli Main Sale Subscriber’s status as a “qualified investor”. as amended. her or its Main Sale Subscription Form to the digital wallet specified by SPiCE VC or must comply with any other processes specified by SPiCE VC. If the Main Sale Subscriber elects in its Main Sale Subscription Form to pay the Subscription Amount in BTC. Prospective investors who are interested in applying to subscribe for SPiCE Tokens must carefully read this Information Memorandum in its entirety before executing the Main Sale Subscription Form. and  is in compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001. Main Sale Subscriber’s status as an “accredited investor”. in SPiCE VC’s sole determination. BTC or ETH (the Main Sale Maximum Subscription Amount) in respect of which he.  if the payment of the Subscription Amount is to be by way of BTC or ETH. that its investment in the SPiCE Tokens has been duly authorised. is the owner of the public address provided to SPiCE VC and he. USD or EUR. regulatory and compliance requirements and checks. directly or by other means. that U.000 (or an equivalent amount in EUR).S. Non-U. in SPiCE VC’s sole determination.S. Person. she or it is the sole owner of the private key to that address. her or it is permissible and complies in all respects with laws applicable to him. if the Main Sale Subscriber is a corporate or other legal entity. SPiCE Tokenholder Checks Before the SPiCE Tokens can be issued to a Main Sale Subscriber. if the Main Sale Subscriber’s Main Sale Subscription Form is accepted. Subscriptions need not be accepted in the order received and the SPiCE Tokens will be allocated among Main Sale Subscribers in SPiCE VC’s sole discretion. she or it is the owner of the public address for his. is not on any governmental authority watch list and he. she or it is the sole owner of the private key to that address.S. A Main Sale Subscriber paying in BTC. her or its digital wallet that the SPiCE Tokens will be transferred to. that Main Sale Subscriber must complete the SPiCE Tokenholder Checks) (for further information see the sections of this Information Memorandum below entitled “The 6 . she or it is either: o an “accredited investor” as such term is defined in Rule 501 of Regulation D under the Securities Act. as defined in Rule 501 of the Securities Act. EUR. the Main Sale Subscriber must provide details of his.U. anti-money laundering and sanctions compliance checks that may be imposed by SPiCE VC. SPiCE VC reserves the right to reject any Main Sale Subscription Form in whole or in part. Information contained or linked on SPiCE VC’s website is not incorporated by reference into this Information Memorandum and is not a part of this Information Memorandum. following a successful closing of the Offering. containing a unqiue identifier which SPiCE VC will send to that Main Sale Subscriber. Each Main Sale Subscriber must state in the Main Sale Subscription Form the maximum subscription amount in USD. amongst other things listed therein.  is applying to purchase the SPiCE Tokens for his. Main Sale Subscriber must provide SPiCE VC with all documents necessary to confirm. and must confirm that he. but not limited to. Main Sale Subscription Form By executing the Main Sale Subscription Form. she or it will comply with any other legal.S. her or its own account for investment purposes only and not with a view to resale or distribution. he. in SPiCE VC’s sole discretion. as defined in Schedule 1 of the Israeli Securities Law.S. she or it is able to purchase SPiCE Tokens because he. she or it is willing to commit to SPiCE VC to apply for the SPiCE Tokens. she or it:  has received.000 (or an equivalent amount in EUR.  accepts and agrees to the terms of the SPiCE Tokens.  represents that any purchase of the SPiCE Tokens by him. from the digital wallet specified in his. USD or EUR must send a message.S. On or before 31 March 2018. or o a Non-U. read and understood this Information Memorandum. each prospective investor (a Main Sale Subscriber) will attest that. in SPiCE VC’s sole discretion. Persons applying to subscribe for SPiCE Tokens in ETH or BTC. A U.

Offering – The SPiCE Tokenholder Checks” and “The Offering – SPiCE VC’s obligations to comply with laws and regulations relating to the US Foreign Account Tax Compliance Act and the OECD Common Reporting Standard”). and (iii) receipt of the Main Sale Subscription Amount from an account owned by the Main Sale Subscriber. The Tranche Option Any Subscriber whose Subscription Amount exceeds USD 6 million (or an equivalent amount in EUR. SPiCE VC will confirm to the Main Sale Subscriber the Main Sale Subscription Amount to be paid by that Main Sale Subscriber (which may be less than or equal to the Main Sale Maximum Subscription Amount). (London time) on 3 March 2018. Fractions of SPiCE Tokens will not be issued by SPiCE VC and any fraction of a SPiCE Token to which a Main Sale Subscriber would have otherwise been entitled to will be rounded down. (ii) confirmation that a prospective investor has completed the SPiCE Tokenholder Checks. If a Main Sale Subscriber fails to provide the requested information to complete the SPiCE Tokenholder Checks or does not meet the requirements of the SPiCE Tokenholder Checks (in SPiCE’s VC absolute determination). ETH or BTC) shall have the right to elect to pay its Subscription Amount in three tranches. SPiCE VC will notify the Main Sale Subscriber by e-mail of the details of the Digital Wallet to which the Main Sale Subscription Amount must be transferred together with a unique identifier. and Offering Price means USD 1 (inclusive.S. 7 . dollars. dollar equivalent of that Main Sale Subscription Amount (inclusive. subject to the terms and conditions set out below (the Tranche Option). Subscribers will be alerted to the closing and whether they were successful in subscribing by e-mail and an update to their accounts on the SPiCE Token Platform. The number of rights to SPiCE Tokens to be issued to a Pre-Sale Subscriber who opts for the Tranche Option (a Pre-Sale Tranche SPiCE Tokenholder) shall be determined in accordance with the formula set out in the paragraph entitled “The Offering – Number of SPiCE Tokens to be issued in the Pre-Sale” above (the Pre-Sale Total Tranched SPiCE Tokens). a U. If the Main Sale Subscriber wishes to pay the Main Sale Subscription Amount in USD or EUR and is accepted by SPiCE VC. unless closed at an earlier date as specified above. SPICE VC shall determine the number of rights to SPiCE Tokens to be issued to that Main Sale Subscriber in accordance with the below: where: USD Subscription Amount means: (a) if the Main Sale Subscription Amount has been received by SPiCE VC in U.m. of any GST). or (b) if the Main Sale Subscription Amount has been received by SPiCE VC in Euros.S. that Main Sale Subscriber’s Main Sale Subscription Form shall be deemed null and void (determined at the sole discretion of SPiCE VC) and no rights to SPiCE Tokens will be created or granted to that prospective investor. Following calculation of the number of SPiCE Tokens to be issued to a Subscriber. the Main Sale Subscription Amount (inclusive. or with the correct unique identifier. Bitcoin or Ether. which must be submitted with the payment of the Main Sale Subscription Amount. in the case of Singapore. (London time) on 3 March 2018 and (2) the time and date on which the Main Sale is closed or otherwise terminated by SPiCE VC in its sole discretion.m. of any GST). If the Main Sale Subscriber wishes to pay the Main Sale Subscription Amount in ETH or BTC and is accepted by SPiCE VC. SPiCE VC will notify the Main Sale Subscriber by e-mail of the details of the Fiat Account to which the Main Sale Subscription Amount must be transferred. she or it will be issued following the closing of the Offering. in the case of Singapore. All amounts held in the Accounts shall be held in the Accounts until the issuance of the SPiCE Tokens to the Main Sale Subscribers. Number of SPiCE Tokens to be issued in the Main Sale Following: (i) the closing of the Offering. Closing of the Main Sale The Main Sale will end at the earlier of: (1) 8:00 p. SPiCE VC shall immediately inform that Subscriber as to the number of SPiCE Tokens he. Main Sale Payment Mechanics Following completion of the SPiCE Tokenholder Checks to the satisfaction of SPiCE VC in its absolute discretion. in the case of payments in USD or EUR. Vo1t will hold a separate Digital Wallet for each Main Sale Subscriber. of any GST) calculated using the Conversion Rate. in the case of payments in ETH or BTC. in the case of Singapore. The Main Sale is expected to close at 8:00 p.

The number of SPiCE Tokens to be issued to a Main Sale Subscriber who opts for the Tranche Option (a Main Sale Tranche SPiCE Tokenholder. provided that the relevant Tranche SPiCE Tokenholder has complete the SPiCE Tokenholder Checks to the satisfaction of SPiCE VC in its absolute discretion. and (b) the aggregate of (i) the USD Subscription Amounts received by SPiCE VC during the Offering and (ii) the total subscription amounts received in respect of the Additional SPiCE Tokens is equal to USD 100. SPiCE VC shall deliver that Subscriber’s SPiCE Tokens to the digital wallet from which the Subscriber transferred its Subscription Amount with the unique identifier. in its absolute discretion. If the Tranche SPiCE Tokenholder fails to meet the requirements of the SPiCE Tokenholder Checks. but shall be no less than the Offering Price. advisers and service providers being the Total Issued SPiCE Tokens.5 per cent. advisers and service providers. If a Tranche SPiCE Tokenholder does not pay the Second Instalment or the Third Instalment within 30 days of the relevant anniversary. Closing of the Offering Following the closing of the Offering.000. and. before SPiCE VC delivers the relevant SPiCE Tokens to the relevant digital wallet specified by that Subscriber in its Subscription Form. Before an Instalment can be paid. Following the closing of the Offering. advisers and service providers: (a) 7. in its absolute discretion. of the Total Issued Spice Tokens shall be held by SPiCE VC’s partners. 8 .5 per cent. The payments by the Tranche SPiCE Tokenholder of the Subscription Amount shall be divided into three equal tranches. in its absolute discretion. the Total Tranched SPiCE Tokens). the Total Tranched SPiCE Tokens shall be returned to SPiCE VC for no consideration and the Tranche SPiCE Tokenholders shall waive all rights to and claims in respect of those Total Tranched SPiCE Tokens. the Tranche SPiCE Tokenholder shall be able to participate in the Realisation Buyback in respect of all of its Total Tranched SPiCE Tokens. payable as follows: (a) one third of the Subscription Amount in USD shall be paid in accordance with the process set out in the paragraph entitled “The Offering – Pre-Sale Payment Mechanics” or “The Offering – Main Sale Payment Mechanics” as applicable above (the First Instalment). such that. The aggregate of the Preliminary Total plus the SPiCE Tokens issued to the Founders and SPiCE VC’s partners. advisers and service providers for no consideration. (b) an additional third of the Subscription Amount in USD (as set on the date of the First Instalment) shall be paid on the first anniversary of the closing of the Offering (the Second Instalment). If SPiCE VC receives the message with the correct unique identifier from a Subscriber. SPiCE VC shall then issue additional SPiCE Tokens to the Founders and to SPiCE VC’s partners. Additional SPiCE Tokens Following the closing of the Main Sale. SPiCE VC shall calculate the number of SPiCE Tokens to be issued pursuant to the Offering (the Preliminary Total). the Instalments and each an Instalment). SPiCE VC reserves the right. The subscription price for the Additional SPiCE Tokens shall be determined by SPiCE VC in its sole discretion. SPiCE VC’s partners. and (b) 7. SPiCE VC shall issue the Total Tranched SPiCE Tokens subscribed for by a Tranche SPiCE Tokenholder to the relevant Tranche SPiCE Tokenholder. Where the Subscriber has paid the Subscription Amount in BTC. designate the Total Tranched SPiCE Tokens as Blocked SPiCE Tokens. together with the Pre-Sale Tranche SPiCE Tokenholder.000. A Tranche SPiCE Tokenholder shall not be able to transfer its Total Tranched SPiCE Tokens until the Third Instalment has been paid. a Tranche SPiCE Tokenholder) shall be determined in accordance with the formula set out in the paragraph entitled “The Offering – Number of SPiCE Tokens to be issued in the Main Sale” above (together with the Pre-Sale Total Tranched SPiCE Tokens. SPiCE VC may. USD or EUR. On the closing of the Offering. of the Total Issued Spice Tokens shall be held by the Founders. and (c) the final third of the Subscription Amount in USD (as set on the date of the First Instalment) shall be paid on the second anniversary of the closing of the Offering (the Third Instalment. the Tranche SPiCE Tokenholder must complete the SPiCE Tokenholder Checks to the satisfaction of SPiCE VC. where a Subscriber has paid the Subscription Amount in ETH. If a Realisation occurs before the Second Instalment or Third Instalment has been paid. the Subscriber must send a message containing a unique identifier given to them by SPiCE VC from that specified digital wallet to the digital wallet specified by SPiCE VC or must comply with any other processes specified by SPiCE VC. following the issue to the Founders. Any unallocated SPiCE Tokens will be held by SPiCE VC and will be unable to participate in any Realisation Buyback (the Inactive SPiCE Tokens). and together with the First Instalment and Second Instalment. SPiCE VC expects to deliver the SPiCE Tokens on or before 31 March 2018. it shall deliver that Subscriber’s SPiCE Tokens to that digital wallet. to issue additional SPiCE Tokens (the Additional SPiCE Tokens) until the earlier of: (a) 12 months from the day after the closing of the Offering.

within five days of receipt of the request from SPiCE VC. If a Subscriber fails to provide the required information to complete the SPiCE Tokenholder Checks or does not meet the requirements of the SPiCE Tokenholder Checks in SPiCE VC’s absolute discretion. which must be submitted with the payment of the Subscription Amount. The Subscriber shall provide the information required to complete the SPiCE Tokenholder Checks to the satisfaction of SPiCE VC. SPiCE VC shall notify the Subscriber and the Subscriber’s Subscription Form shall be deemed null and void and the Subscriber shall have no further claim or right to the SPiCE Tokens. BTC. Tendered funds shall be held in the Accounts until the Offering closes or terminates. 9 .S. SPiCE VC may withdraw the cryptocurrency funds held in the Digital Wallet and. SPiCE VC shall notify the Subscriber and the Subscriber’s Subscription Form shall be deemed null and void and no rights to SPiCE Tokens will be created or granted to that prospective investor. at their sole discretion. together with the unique identifier. such funds shall be promptly returned by Vo1t net of any transfer fees. after funds have been transferred by the Pre-Sale Subscribers or the Main Sale Subscribers but before the SPiCE Tokens have been issued. for the purpose of completing the SPiCE Tokenholder Checks. commonly known as the Common Reporting Standard (CRS) and the U. SPiCE VC may withdraw the funds held in the Fiat Account and. SPiCE VC reserves the right to replace or appoint further third party service providers. Cryptocurrency If a Subscriber wishes to pay the Subscription Amount in ETH or BTC. use third party service providers to conduct some of the SPiCE Tokenholder Checks. Upon receipt of a Subscription Form from a Subscriber. SPiCE VC will request that the Subscriber provides specific information and documentation. such funds shall be promptly returned by North Capital net of any outgoing wire fees charged by North Capital’s banking institution. implementing the Standard for Automatic Exchange of Financial Account Information in Tax Matters (for the wider approach) developed and published by the Organisation for Economic Co-operation and Development. THE SPiCE TOKENHOLDER CHECKS SPiCE VC will conduct the SPiCE Tokenholder Checks and will. Tendered funds shall be held in the Digital Wallet until the Offering closes or terminates. at their sole discretion. determined by SPiCE VC in its absolute discretion. ETH or EUR into the Accounts. and (ii) a unique identifier. Digital Wallet Investors wishing to subscribe in BTC or ETH shall do so by transferring the sum to the Digital Wallet notified to them by SPiCE VC. If SPiCE VC terminates the Offering. SPiCE VC will notify the Subscriber by e-mail of the details of the Fiat Account held with North Capital to which the Subscription Amount must be transferred following completion of the SPiCE Tokenholder Checks to the satisfaction of SPiCE VC. Fiat Account Investors wishing to subscribe in USD or EUR shall do so by wire transfer only to the Fiat Account to be opened by SPiCE VC with North Capital.THE ACCOUNTS Subscribers will be able to subscribe for SPiCE Tokens during the Offering by paying USD. Foreign Account Tax Compliance Act (FATCA) each require certain Singaporean financial entities (which may include SPiCE VC) to report certain information regarding certain financial accounts (which may include SPiCE Tokens) to the Inland Revenue Authority of Singapore (IRAS) and to follow related due diligence procedures. in its sole discretion. shall determine a portion of the funds received in ETH or BTC to convert into USD. shall determine a portion of the funds received in EUR to convert into USD. SPiCE VC’s OBLIGATIONS TO COMPLY WITH LAWS AND REGULATIONS RELATING TO THE US FOREIGN ACCOUNT TAX COMPLIANCE ACT AND THE OECD COMMON REPORTING STANDARD Singapore laws and regulations. Fiat currency If a Subscriber wishes to pay the Subscription Amount in USD or EUR. SPiCE VC shall notify the Pre-Sale Subscriber by e- mail of: (i) the details of the Digital Wallet held with Vo1t to which the Subscription Amount must be transferred. Once the Offering has closed. subject to the completion of all SPiCE Tokenholder Checks. If SPiCE VC terminates this Offering after funds have been transferred by the Pre-Sale Subscribers or the Main Sale Subscribers but before the SPiCE Tokens have been issued. Once the Offering has closed. and the Singapore-US intergovernmental agreement and other agreements or treaties entered into by Singapore. subject to the completion of all SPiCE Tokenholder Checks. where appropriate. If a Subscriber fails to provide the information requested by SPiCE VC and/or any third party service provider or does not meet the SPiCE Tokenholder Checks undertaken by SPiCE VC and/or any third party service provider.

SPiCE Tokenholders may be requested by SPiCE VC to provide certain information and certifications to ensure that SPiCE VC can comply with its CRS and FATCA obligations. where it is regarded as a passive non-financial entity for FATCA or CRS purposes). in its sole discretion.  their Taxpayer Identification Number (TIN) or equivalent number (if any). The required information and certifications from a Subscriber or a SPiCE Tokenholder will depend on whether the Subscriber or a SPiCE Tokenholder is a natural person. SPiCE Tokenholders who have any questions in the event of a request for information from SPiCE VC or about how to determine their tax residency status should contact their tax adviser.  their address. As detailed in the section “Risk Factors – Risks Relating to the SPiCE Tokens”. to provide the above information and certifications in respect of some or all of their “controlling persons”.  their date of birth. following completion of the Offering. i. the settlor(s). protector(s) (if any). a 25% interest) may be regarded as “controlling” for the purposes of FATCA and/or CRS reporting. in the case of a trust. failure to validly provide information requested by SPiCE VC in its absolute discretion in order to comply with its obligations under CRS and FATCA may result in a SPiCE Token being determined as a Blocked SPiCE Token by SPiCE VC in its absolute discretion. 10 . within 30 days of the SPiCE Tokens becoming Blocked SPiCE Tokens. (for example. If it is a natural person this may include (without limitation):  their name. and in the case of a legal arrangement other than a trust. persons in equivalent or similar positions). SPiCE VC reserves the right. If a SPiCE Tokenholder fails to satisfy the requirements of the SPiCE Tokenholder Checks in SPiCE VC’s absolute discretion. in addition to providing information and certifications about itself.Accordingly Subscribers will be required to provide SPiCE VC with certain information and signed or positively affirmed certifications to ensure that SPiCE VC can comply with its due diligence and reporting obligations relating to CRS and/or FATCA. This information may be provided by IRAS to the US Internal Revenue Service and to any other tax authority with which IRAS has in force a CRS Competent Authority Agreement or to which a multilateral competent authority agreement on the automatic exchange of financial account information applies.e. Prospective investors or. The term “Controlling Persons” should also be interpreted in a manner consistent with the Financial Action Task Force Recommendations meaning that (amongst other things) a stake which is not sufficient to result in outright legal control (for example. This information may be requested at any time by SPiCE VC from SPiCE Tokenholders and may be requested on an ongoing basis or on a transfer of SPiCE Tokens. and  the date on which the SPiCE Tokenholder acquired or disposed of any SPiCE Token.  whether it is a US citizen. natural persons who exercise direct or indirect control over it (including. before any Subscriber will be issued with SPiCE Tokens. also be required in certain cases. beneficiary(ies) or class(es) of beneficiaries. and any other natural person(s) exercising ultimate effective control over the trust. the Subscriber or SPiCE Tokenholder will. trustee(s). to undertake a Regulatory Redemption or to burn the relevant Blocked SPiCE Tokens. For Subscribers or SPiCE Tokenholders which are not natural persons.  their jurisdiction(s) of tax residence.

including SPiCE Investments LP. existing on the Ethereum blockchain (the Smart Contract). There is no minimum subscription amount for Non-U.000 (or an equivalent amount in EUR. shall be held in reserve to pay to SPiCE VC’s partners. prospective investors should consider and carefully review the section of this Information Memorandum entitled “Risk Factors” for a discussion of the risks of an investment in the SPiCE Tokens.000 SPiCE Tokens. SPiCE Investments LP may also be an investment vehicle to invest in non-Israeli based companies. Offering Price USD 1 (inclusive. EUR. other than SPiCE Tokens issued as a result of the Multiplier pursuant to the terms of the Pre-Sale. through its subsidiary entities. a newly-incorporated Singaporean private limited company. SPiCE VC will invest the proceeds of the Offering directly or indirectly. SPiCE Token An Ethereum-based smart contract digital token issued by SPiCE VC.S.000. the Repurchase Price shall be the higher of (i) the market price of the SPiCE Token 11 . and is qualified in its entirety by.000. in the case of Singapore. in start-ups in accordance with its investment thesis. Currencies accepted for the Offering USD. advisers and service providers.000. ETH and BTC.S.000. ETH and BTC). In particular.S. Target Amount Offered 130. Persons subscribing for SPiCE Tokens in EUR or USD must subscribe for a minimum amount of USD 50. Minimum subscription amount during U. shall be issued to the Founders. Founder and Partner SPiCE Tokens Of the Total SPiCE Issued Tokens:  7. Minimum subscription amount during U.S. Persons subscribing for SPiCE Tokens in ETH or BTC in the Main Sale. Realisation Buybacks If there is a realisation event (a Realisation) in the portfolio of investments held directly or indirectly by SPiCE VC. The formula used for determining the price per SPiCE Token on a Realisation Buyback (the Repurchase Price) is as follows:  for all Realisation Buybacks (other than the Final Realisation Buyback). Non-U. Expected closing date of the Offering 3 March 2018. as described in more detail in this Information Memorandum. ETH or BTC). It is intended that SPiCE Investments LP will be formed after the date of this Information Memorandum and will be the investment vehicle for investing in Israeli based companies. of any GST) per SPiCE Token. Smart Contract The SPiCE Tokens will be issued by SPiCE VC electronically on the ERC20 smart contract standard consisting of software code.S. following determination of SPiCE VC of the amount of net proceeds realised (if any) after deducting fees and expenses and on notification of such aggregate amount in USD has been made to SPiCE Tokenholders. and  7. there will be a mandatory buyback of a portion of the issued SPiCE Tokens from all SPiCE Tokenholders at a price to be determined by SPiCE VC (a Realisation Buyback). Persons must subscribe for a minimum amount of USD 200. ETH and BTC). the remainder of this Information Memorandum. Non-U.000 (or an the Pre-Sale equivalent amount in EUR. OVERVIEW OF THE OFFERING AND THE TERMS OF THE SPiCE TOKENS The following is a summary of the principal features of the Offering and the SPiCE Tokens and is taken from. Issuer SPiCE VC.5 per cent. Persons must subscribe for a minimum amount of USD 50.5 per cent. The software code of the Smart Contract is open source and will be published on the SPiCE VC website in due course. Persons must subscribe for a minimum amount of USD 50. Underlying Assets SPiCE VC has no underlying assets at the time of the Offering.000 (or the Main Sale equivalent amount in EUR. Target Fund Size USD 100.

The number of issued SPiCE Tokens to be repurchased in a Realisation Buyback by SPiCE VC following a Realisation shall be determined using the following formula: Where:  Net Realisation Proceeds are the proceeds from the Realisation less any applicable fees and expenses. either by sending a unique identifier from the digital wallet to SPiCE VC or by any other processes specified by SPiCE VC. at the time of a Realisation Buyback.m. or 12 . that SPiCE Tokenholder shall forfeit its right to its pro rata proportion of the Realisation Amount in respect of its Blocked SPiCE Tokens and shall waive all rights to such amount. and (ii) the Net Asset Value per SPiCE Token. there are any Blocked SPiCE Tokens. If. all SPiCE Tokenholders must meet the requirements of the SPiCE Tokenholder Checks. SPiCE VC shall publish a notice on the SPiCE Token Platform to inform SPiCE Tokenholders of the Realisation Buyback (the Realisation Buyback Notice). so that that SPiCE Tokenholder’s SPiCE Tokens are no longer Blocked SPiCE Tokens. the Repurchase Price shall be the net asset value (the NAV) per SPiCE Token. and  Issued SPiCE Tokens is the total number of SPiCE Tokens held by SPiCE Tokenholders. to be used for investment purposes. If. (determined to be the average price at 8:00 a. the holders of the Blocked SPiCE Tokens will not be able to receive their pro rata share of the Realisation Amount in respect of the Blocked SPiCE Tokens on the date of the Realisation Buyback. (London time) on the day before the Realisation Buyback Notice is published over the three largest cryptocurrency exchanges trading the SPiCE Token by volume). converted from USD at the prevailing exchange rate available to SPiCE VC at the time of the Realisation Buyback. Prior to a Realisation Buyback. In advance of a Realisation Buyback.  Repurchase Price is the price per SPiCE Token as calculated using the Repurchase Price formulae above. to the satisfaction of SPiCE VC in its absolute discretion. The Realisation Buyback Notice shall state the date and time the Realisation Buyback will take effect and the total proceeds from the Realisation in USD (the Realisation Amount) to be used to buy back SPiCE Tokens from SPiCE Tokenholders pro rata to the SPiCE Tokenholders’ holdings and the information to be provided to SPiCE VC by a SPiCE Tokenholder in order to participate in the Realisation Buyback. 30 days after the Realisation Buyback. SPiCE VC reserves the right to change the currency in which a Realisation Buyback shall be paid. a SPiCE Tokenholder’s SPiCE Tokens are still Blocked SPiCE Tokens. That SPiCE Tokenholder’s pro rata share of the Realisation Amount in respect of its Blocked SPiCE Tokens shall be returned to SPiCE VC to be dealt with as follows: (a) if the Realisation Buyback occurred prior to the fourth anniversary of the closing of the Offering. that SPiCE Tokenholder shall be able to receive its pro rata proportion of the Realisation Amount in respect of the Blocked SPiCE Tokens from SPiCE VC. including verifying the identity of any digital wallets to which the proceeds of the Realisation Buyback will be sent. as set out in the Realisation Buyback Notice. once the proceeds of the Realisation have been transferred to SPiCE VC and all fees and expenses have been deducted. If the SPiCE Tokenholder complies with the terms and conditions of the SPiCE Tokens and meets the requirements of the SPiCE Tokenholder Checks to the satisfaction of SPiCE VC in its absolute discretion within 30 days of the Realisation Buyback. and  for the Final Realisation Buyback. The proceeds of the Realisation shall be paid in ETH.

of the NAV per SPiCE Token based on SPiCE VC’s most recent NAV Report. subject to applicable laws and regulation. 13 . Persons holding SPiCE Tokens at 99 persons or fewer. regulatory or compliance requirements. where applicable.S.m. at a redemption price in ETH calculated as the lower of (i) 100 per cent. All SPiCE Tokens or fractions of SPiCE Tokens repurchased through a Realisation Buyback by SPiCE VC will immediately be burned.m. whether to burn or resell the redeemed SPiCE Tokens pursuant to a Regulatory Redemption. Voting Rights The SPiCE Tokens have no voting rights. must meet the requirements of the SPiCE Tokenholder Checks. SPiCE VC shall be able to repurchase fractions of SPiCE Tokens. On a Realisation Buyback. they shall be treated as a Realisation. SPiCE VC shall decide. (London time) over the three largest cryptocurrency exchanges trading the SPiCE Token by volume) on any particular day drops below 70 per cent. to be returned to the SPiCE Tokenholders as part of the next Realisation Buyback. of the market price per SPiCE Token (determined to be the average price at 8:00 a. (b) if the Realisation Buyback occurred on or after the fourth anniversary of the closing of the Offering. to the satisfaction of SPiCE VC in its absolute discretion. including non-compliance with any of the SPiCE Tokenholder Checks. The purpose of this regulatory redemption provision is (i) to maintain the number of U. Prior to a Regulatory Redemption. Liquidity Buybacks If the market price of a SPiCE Token (determined to be the average price at 8:00 p. in each case. a SPiCE Tokenholder. (London time) over the three largest cryptocurrency exchanges trading the SPiCE Token by volume on the day prior to redemption). including verifying the identity of any digital wallet to which the proceeds of the Regulatory Redemption will be sent. in its sole discretion. either by sending a unique identifier from the digital wallet to SPiCE VC or by any other processes specified by SPiCE VC. purchase SPiCE Tokens on the open market in exchange for ETH (or such other currency ass SPiCE VC may choose in its sole discretion) (a Liquidity Buyback). in SPiCE VC’s absolute discretion. subject to applicable laws and regulation. whether to burn or resell the redeemed SPiCE Tokens pursuant to a Liquidity Buyback. upon receipt of information that the status of the relevant SPiCE Tokenholder may cause regulatory concern for SPiCE VC. (ii) to enforce against any non-compliance with the terms of the SPiCE Tokens. including verifying the identity of any digital wallet to which the proceeds of the Liquidity Buyback will be sent. as described further in the sections of this Information Memorandum entitled “Description of the SPiCE Tokens – Distribution Policy” and “Risk Factors — SPiCE Tokenholders will have no distribution or liquidation rights”. but if there are any. (ii) the then NAV per SPiCE Token. a SPiCE Tokenholder must meet the requirements of the SPiCE Tokenholder Checks. SPiCE VC shall decide. in its sole discretion. Any return of capital to SPiCE Tokenholders will occur through Realisation Buybacks of the SPiCE Tokens as described above. Any such sale will not be a Realisation. SPiCE VC may. and (iii) to ensure compliance with any other legal. Prior to a Liquidity Buyback. to the satisfaction of SPiCE VC in its absolute discretion. or (iii) the funds available from liquidation of the assets of SPiCE VC and SPiCE Investments LP within the following three month period. as described further in the section of this Information Memorandum entitled “Description of the SPiCE Tokens - Voting”. Any such sale will not be a Realisation. in its sole discretion. either by sending a unique identifier from the digital wallet to SPiCE VC or by any other processes specified by SPiCE VC. Regulatory Redemption SPiCE VC may at any time redeem all or some of the SPiCE Tokens of a SPiCE Tokenholder. as described in this Information Memorandum under “Description of the SPiCE Tokens — Regulatory Redemption” (a Regulatory Redemption). Distribution Policy The SPiCE Tokens have no distribution or dividend rights. SPiCE VC does not expect to receive any dividends from start-ups.

or (iv) to the Reserve. as permitted under applicable laws and regulations or pursuant to registration or exemption therefrom.S. The SPiCE Tokens may not be resold or otherwise transferred by (i) U. 30 June. pledge or otherwise transfer their SPiCE Tokens in the period which is two weeks before the publication of each NAV Report. The SPiCE Token Transferee shall also provide the information requested to complete the SPiCE Tokenholder Checks (other than the information provided in respect of FATCA. other than on a liquidation at the end of the Term (the Term Liquidation) of SPiCE VC. if at all. the information required to complete the SPiCE Tokenholder Checks may result in the SPiCE Token Transferee’s SPiCE Tokens being designated Blocked SPiCE Tokens by SPiCE VC. Accredited Investors” below and “Important Notice” and “Risk Factors” elsewhere in this Information Memorandum. At the end of the Term. unless permitted under applicable laws and regulations or pursuant to registration or exemption therefrom and in accordance with the terms of the SPiCE Tokens. Persons. See the sub-section entitled “Overview of the Offering and the terms of the SPiCE Tokens . Limit on U. These transfer restrictions may adversely impact a SPiCE Tokenholder’s ability to resell the SPiCE Tokens and the price at which a SPiCE Tokenholder may be able to resell the SPiCE Tokens. In the event of any redemption. federal. Persons. within 30 days of the transfer.S. Liquidation Rights Subject to applicable law.S. in each case. SPiCE Manager. Accredited Investors The SPiCE Tokens will only be available to purchase by up to a maximum of 99 verified beneficial owners that are “accredited investors” (as defined in Regulation D under the Securities Act) that are U. Person unless they sell all of their SPiCE Tokens to a single beneficial owner that is a U. within the timeframe. The Founders and employees of SPiCE VC. SPiCE VC is under no obligation to redeem the SPiCE Tokens at any time.Term of SPiCE VC SPiCE VC has a fixed termination date of seven years from the date of the closing of the Offering. the Term Liquidation will occur with SPiCE Manager appointed as the liquidator. U. In any such redemption. SPiCE GP and SPiCE Investments LP (if formed) to be in the best interests of the SPiCE Tokenholders (the Term).S. Persons in offshore transactions in compliance with Rule 903 or Rule 904 under the Securities Act. in its absolute discretion. and. Person.S. or non- Restrictions U. Persons until after the first anniversary of the issuance of the SPiCE Tokens and then not to any U. SPiCE Tokenholders will not have any liquidation rights in the event of the bankruptcy or liquidation of SPiCE VC. in its sole discretion. Listing SPiCE VC intends to list the SPiCE Tokens on multiple cryptocurrency exchanges that accept security tokens. No Registration Rights and Transfer The SPiCE Tokens have not been and will not be registered by any U.S. except to other Non-U. Persons will be redeemed.S. Reporting SPiCE VC will publish on the SPiCE VC website a quarterly NAV estimation on 31 March. the SPiCE Token Transferee will be required to provide to SPiCE VC the information requested by SPiCE VC in its absolute discretion in order for SPiCE VC to comply with its reporting obligations under FATCA. 30 September and 31 December of each calendar year in respect of its portfolio (the NAV Report). Failure by a SPiCE Token Transferee to validly provide.S.Limit on U. sell. SPiCE Manager. a maximum of 99 beneficial owners that are U.S. Failure by a SPiCE Token Transferee to validly provide on the transfer the information required by SPiCE VC in its absolute discretion in order for SPiCE VC to comply with its reporting obligations under FATCA may result in the SPiCE Token Transferee’s SPiCE Tokens being designated Blocked SPiCE Tokens by SPiCE VC.S. which is to be provided on transfer) to the satisfaction of SPiCE VC. Transfer On a transfer of a SPiCE Token from a SPiCE Tokenholder to a transferee (the SPiCE Token Transferee).S.S. SPiCE GP or SPiCE Investments LP may not offer. if determined by SPiCE VC. (ii) Non-U. in its absolute discretion. (iii) to SPiCE VC or any subsidiary thereof. state. provincial or territorial securities authority. which can be extended by a further two years. There are currently no plans to apply for the inclusion of the SPiCE Tokens in any securities exchange or automated quotation system. Persons who purchased SPiCE Tokens 14 .

The subscription price for the Additional SPiCE Tokens shall be determined by SPiCE VC in its sole discretion. U.S. Person unless they sell all of their SPiCE Tokens to a single U. Management Fees SPiCE Manager and SPiCE GP will in aggregate be paid by SPiCE VC and SPiCE Investments LP respectively an amount equal to.S. PERSONS NOT SO NOTIFIED WILL NOT RECEIVE ANY FUNDS ON REDEMPTION. Person following this Offering is warned such transfer is not permitted pursuant to the transfer and resale restrictions applicable to the SPiCE Tokens and that any such transfer or sale may result in the loss of the full value of their investment. SPiCE VC reserves the right to undertake a Regulatory Redemption in respect of any Blocked SPiCE Tokens or to burn the relevant Blocked SPiCE Tokens. legal and tax expenses will be charged to SPiCE VC. legal.5 per cent. Ongoing accounting. SPiCE VC reserves the right. of all further Realisations to the SPiCE Tokenholders in accordance with the Realisation Buyback process and shall distribute the remaining 15 per cent. Failure to meet any SPiCE Tokenholder Checks may result in those SPiCE Tokens being designated as Blocked SPiCE Tokens by SPiCE VC. Persons permitted to purchase SPiCE Tokens must continue to hold their SPiCE Tokens until the first anniversary of the issuance of the SPiCE Tokens and will be required to give undertakings that they will not sell to any U. of the total proceeds of the Offering per annum. receive priority in being redeemed. in SPiCE VC’s discretion. to SPiCE Manager and SPiCE GP. U. in the Offering may. accounting and fund set-up costs.S. Additional SPiCE Tokens Following the closing of the Main Sale. including advisory. will be paid by SPiCE VC using the proceeds of the Offering. but shall be no less than the Offering Price. and (b) the aggregate of (i) the USD Subscription Amounts received by SPiCE VC during the Offering and (ii) the total subscription amounts received in respect of the Additional SPiCE Tokens is equal to USD 100.S.000.000. SPiCE Manager’s and SPiCE GP’s fees will be paid quarterly in advance. in its absolute discretion. Person. such decision to be made by SPiCE in its absolute discretion. The selected 99 beneficial owners that are U. in its absolute discretion. in its absolute discretion.S. on average over the seven years of the fund. Any U. Ongoing SPiCE Tokenholder Checks SPiCE Tokenholders will have an ongoing obligation to comply with any SPiCE Tokenholder Checks as and when requested by SPiCE VC at any given time. including that they may be unable to redeem such SPiCE Tokens. Expenses Expenses relating to this Offering. SPiCE VC shall distribute 85 per cent. Carry Once the Realisation Buybacks have in aggregate returned to SPiCE Tokenholders the amount raised in the Offering.S. Persons will be notified that they have been selected on or before the date 15 calendar days before redemption. Person offered SPiCE Tokens by a Non-U. 15 . to issue Additional SPiCE Tokens until the earlier of: (a) 12 months from the day after the closing of the Offering. 2.S.

resulting in losses that may never be recovered. together with the other information contained in this Information Memorandum.S. The price at which the SPiCE Tokens are redeemed at may be lower than the Subscription Amount paid by such SPiCE Tokenholder or the price paid to acquire the SPiCE Tokens on the secondary market. Risks relating to the SPiCE Tokens There can be no assurance of investment return. at its sole discretion. SPiCE VC may be required to redeem SPiCE Tokens held by a U.S. 16 . the securities laws of any state of the United States or the securities laws of any other jurisdiction and therefore cannot be resold. Such investments may expose SPiCE VC’s assets to the risks of material financial loss. There can be no assurance that SPiCE Tokenholders will be able to receive a return of their capital or any returns on their investment. financial condition or prospects and. may exceed SPiCE VC’s and SPiCE Investments LP’s income. There is no assurance that SPiCE VC will be able to generate returns on its investments or that any returns will be commensurate with the risks of investing in the type of companies and transactions described herein. redeem all or some of the SPiCE Tokens. operations. Persons can be SPiCE Tokenholders. SPiCE VC can provide no assurance that it will be able to choose. subject to any restriction on transferability due to the SPiCE Tokens being Blocked SPiCE Tokens or subject to the Pre-Sale Lock-Up. Prior to investing in SPiCE Tokens. Consequently. No public market for the SPiCE Tokens may develop. except as described in the section of this Information Memorandum entitled “Description of the SPiCE Tokens — Transfer Restrictions”. Prospective investors should consider carefully whether an investment in SPiCE Tokens is suitable for them in the light of the information in this Information Memorandum and their personal circumstances. SPiCE Tokenholders must be prepared to bear the risk of an investment in the SPiCE Tokens for an extended period of time. Persons hold SPiCE Tokens at any given time. The SPiCE Tokens are not redeemable at the option of the SPiCE Tokenholder and SPiCE Tokenholders will not have the right to withdraw their capital. Furthermore. the SPiCE Tokens and cryptocurrency exchanges. The risk factors described below are not an exhaustive list or explanation of all the risks which investors may face when making an investment in SPiCE Tokens and should be used as guidance only. Person. SPiCE VC’s and SPiCE Investments LP’s operating costs. Persons.S. such returns will either be reflected in the trading price of the SPiCE Tokens or that SPiCE Tokenholders will realise any of such returns. Further. An investment in SPiCE Tokens should only be considered by persons who can afford a loss of their entire investment. SPiCE VC may. if any such risk should occur. Both U.S. each SPiCE Tokenholder must represent that it will only sell or transfer its SPiCE Tokens in accordance with the restrictions set out in the section of this Information Memorandum entitled “Description of the SPiCE Tokens — Transfer Restrictions” and in a manner permitted by applicable laws and regulations. RISK FACTORS Any investment in SPiCE Tokens is subject to a high degree of risk. if at all. Person. or that they will receive a return of their invested capital. SPiCE VC’s intended investments. The SPiCE Tokens are subject to significant transfer restrictions. may individually or cumulatively also have a material adverse effect on SPiCE VC’s business. or that SPiCE VC currently deems immaterial. a maximum of 99 verified beneficial owners that are “accredited investors” (as defined in Regulation D under the Securities Act) that are U.S. Persons and non-U. Persons holding SPiCE Tokens will be able to transfer their SPiCE Tokens to the Reserve. by their nature. Persons permitted to purchase SPiCE Tokens must continue to hold their SPiCE Tokens until the first anniversary of the issuance of the SPiCE Tokens and will be required to give undertakings that they will not sell to any U. Each Subscriber for SPiCE Tokens will be required to represent that it is a qualified investor under applicable securities laws and that it is acquiring the SPiCE Tokens for investment purposes and not with a view to resale or distribution. The timing of any Realisation. is highly uncertain.S. In particular during the early years of investment.S. involve a high degree of financial risk. prospective investors should carefully consider the risks associated with SPiCE VC. Person unless they sell all of their SPiCE Tokens to a single U. which may in turn adversely affect the trading price of the SPiCE Tokens and the availability of funds for repurchases or redemptions of the SPiCE Tokens. Non-U. Such expenses will therefore reduce SPiCE VC’s and SPiCE Investments LP’s capital. The SPiCE Tokens have not been registered under the Securities Act. U. thereby requiring the difference to be paid out of SPiCE VC’s and/or SPiCE Investments LP’s capital. Persons holding SPiCE Tokens will only be permitted to resell or transfer such tokens to other Non-U. if any. including the management fees payable to SPiCE Manager and SPiCE GP.S. At any given time. These restrictions may adversely impact certain SPiCE Tokenholders’ ability to resell the SPiCE Tokens or the price at which certain other SPiCE Tokenholders may be able to resell them. It is not contemplated that the SPiCE Tokens will ever be registered. If more than 99 U. there is no assurance that if SPiCE VC does achieve returns on its investments.S. There can be no assurance that expected returns for the SPiCE Tokenholders will be achieved. make and realise investments in any particular company or portfolio of companies. SPiCE Tokenholders could lose all or part of their investment. Additional risks and uncertainties relating to SPiCE VC and the SPiCE Tokens that are not currently known to SPiCE VC. the expenses of SPiCE VC and SPiCE Investments LP will likely exceed their income. results.S.

the Founders will control decisions with respect to SPiCE VC that require shareholder or limited partner approval. The SPiCE Tokens will have no distribution or dividend rights. once incorporated. to redeem. SPiCE VC is under no obligation to redeem the SPiCE Tokens at any time. The digital token market is a new and rapidly developing market which may be subject to substantial and unpredictable disruptions that cause significant volatility in the prices of digital tokens. of the initial investment made in the SPiCE Tokens. SPiCE Tokenholders will be required to comply on an ongoing basis with SPiCE Tokenholder Checks. once formed. for SPiCE Tokens will be free from such disruptions or that any such disruptions may not adversely affect SPiCE Tokenholders’ ability to sell their SPiCE Tokens. subject to the terms and conditions of the SPiCE Tokens. in its absolute discretion. if a secondary market does develop. there can be no assurance that such exchanges will accept the listing of SPiCE Tokens or maintain the listing if it is accepted. SPiCE Tokenholders will not be entitled to liquidation rights. SPiCE Tokenholders will have no right to compel a repurchase or redemption of the SPiCE Tokens. including:  the number of SPiCE Tokenholders. pursuant to a Regulatory Redemption. SPiCE VC may. no assurances are given that SPiCE Tokenholders will be able to sell their SPiCE Tokens at a particular time or that the price they receive when they sell will be favourable. Although SPiCE VC intends to list the SPiCE Tokens on several cryptocurrency exchanges. The SPiCE Tokens have no voting rights or other management or control rights in SPiCE VC or in or any of SPiCE VC’s subsidiaries or group companies. Furthermore. however. SPiCE VC will have no funds apart from those allocated by SPiCE Manager available for the repurchase or redemption of the SPiCE Tokens.  SPiCE VC’s performance and financial condition. SPiCE Tokenholders will have no voting rights and may have conflicts of interest with SPiCE VC’s shareholders. SPiCE Tokenholders will have no distribution rights. Failure by a Tranche SPiCE Tokenholder to pay the Second Instalment and Third Instalment may adversely impact SPiCE VC’s and SPiCE Investment LP’s returns. SPiCE GP. purchase outstanding SPiCE Tokens from time to time. There can be no assurance that a secondary market will develop or. including the election of directors and significant corporate transactions. The value of SPiCE VC’s funds to invest will also be 17 . The only right of capital return that the SPiCE Tokens have is a Realisation Buyback which shall occur upon a Realisation. SPiCE Manager may allocate funds to SPiCE VC for open-market purchases or privately negotiated transactions in the SPiCE Tokens from time to time when deemed to be in the best interest of SPiCE VC. If a SPiCE Tokenholder fails to satisfy the requirements of any SPiCE Tokenholder Checks to the satisfaction of SPiCE VC in its absolute discretion. SPiCE Manager may or may not decide to allocate any funds to SPiCE VC for the repurchase or redemption of the SPiCE Tokens. that in other situations would require shareholder or limited partner approval. Failure by a SPiCE Tokenholder to comply with all SPiCE Tokenholder Checks may result in their SPiCE Tokens being designated as Blocked SPiCE Tokens. the SPiCE Tokenholder will not be able to transfer its SPiCE Tokens or participate in a Realisation Buyback of its SPiCE Tokens. SPiCE Tokenholders do not have the right to compel SPiCE VC to redeem the SPiCE Tokens. The Blocked SPiCE Tokens will remain inactive unless and until the requested information is provided by the SPiCE Tokenholder in order to comply with the SPiCE Tokenholder Checks within 30 days of the SPiCE Tokens being designated Blocked SPiCE Tokens by SPiCE VC.There is no existing trading market for the SPiCE Tokens and an active trading market may not develop. if any.  the market for similar digital tokens. or to burn the Blocked SPiCE Tokens. The liquidity of any market for SPiCE Tokens will depend on a number of factors. As the sole shareholders in SPiCE VC. including SPiCE Investments LP. within 30 days of the SPiCE Tokens being designated Blocked SPiCE Tokens.  the interest of traders in making a market in the SPiCE Tokens. that it will provide SPiCE Tokenholders with liquidity of investment or that it will continue for the life of the SPiCE Tokens. such as a merger or other sale of SPiCE VC or its assets. There are no assurances that the market. and  regulatory developments in the digital token or cryptocurrency industries. Therefore. A Tranche SPiCE Tokenholder may not pay the Second Instalment or the Third Instalment and other SPiCE Tokenholders will not have any right to draw on the contractual commitment between SPiCE VC and Tranche SPiCE Tokenholder. Upon a bankruptcy or other dissolution of SPiCE VC. SPiCE VC reserves the right. The SPiCE Tokens are a new issue of digital tokens for which there is no established public market. Such Realisation Buyback may not return 100 per cent. This will result in a smaller pool of liquidity for the SPiCE Tokenholders. or the election to liquidate or terminate the fund. In the event that a SPiCE Tokenholder’s SPiCE Tokens are designated Blocked SPiCE Tokens. will control decisions for SPiCE Investments LP. Failure by a SPiCE Tokenholder to validly provide information requested by SPiCE VC in its absolute discretion in order to comply with the SPiCE Tokenholder Checks may result in the SPiCE Tokenholder’s SPiCE Tokens being designated as Blocked SPiCE Tokens by SPiCE VC in its absolute discretion.

To the extent that a government or quasi- governmental agency exerts regulatory authority over a blockchain network or asset upon which SPiCE VC’s business relies. or SPiCE VC’s portfolio companies’ ability to gain market share. A smaller fund size also means that SPiCE VC may have reduced diversification in its investments. SPICE VC’s and/or SPiCE Investment LP’s investment return might be affected to a greater degree by errors in investment decisions than the investment returns of other entities with larger funds. Blockchain networks currently face an uncertain regulatory landscape in many jurisdictions which may. SPiCE Tokenholders will have very limited. stamp duties or other forms of transactional taxes. governments and regulatory agencies have begun to take interest in. New or changing laws and regulations or interpretations of existing laws and regulations may adversely impact SPiCE VC’s ability to earn returns on investments. could result in a variety of adverse consequences. The tax characterisation of SPiCE Tokens is uncertain and may result in adverse tax consequences for investors. digital token financing and trading platforms are prohibited from undertaking conversions of coins with fiat currencies in China. Other jurisdictions. which may severely impact SPiCE VC’s ability to invest. As blockchain networks and blockchain assets have grown in popularity and in market size. SPiCE GP or SPiCE Investments LP. on 29 September 2017. The effect of any future legal or regulatory change is impossible to predict. In addition. 18 . laws. regulations.reduced and this may impact on SPiCE VC’s ability to compete with other venture capital firms and funds. the United Kingdom and Hong Kong. the Financial Services Commission in the Republic of Korea prohibited initial coin offerings (ICOs) in the Republic of Korea. Regulation of tokens (including the SPiCE Tokens) and token offerings such as the Offering. In addition. any SPiCE Tokenholder’s ability to access marketplaces on which to trade SPiCE Tokens. For example. SPiCE VC believes that various legislative and executive bodies in the United States and in other countries are currently considering. The regulation of non-currency use of blockchain assets is of particular relevance to SPiCE VC’s business. and in some cases regulate. adopt laws. the People’s Bank of China announced that initial coin offerings are illegal in the People’s Republic of China and that all fundraising activity involving digital token sales should be halted with immediate effect and. but such laws. rules and regulations. their use and operation. or other actions. SPiCE Investments LP or any of SPiCE VC’s portfolio companies to comply with any laws. including civil penalties and fines. developments in regulation may alter the nature of SPiCE VC’s business or restrict the use of blockchain assets or the operation of a blockchain network upon which SPiCE VC will rely. on 4 September 2017. Accordingly. and tax reporting requirements. some of which may not exist yet or are subject to interpretation and may be subject to change. state and local jurisdictions and is subject to significant uncertainty. regulations or directives may directly and negatively impact SPiCE VC’s business. rights of recovery against SPiCE VC if such parties engage in gross negligence or act against the interests of the SPiCE Tokenholders. Some of the companies in which SPiCE VC invests may operate in highly regulated industries. fairness in all dealings and other fiduciary duties. In addition. The tax characterisation of SPiCE Tokens is uncertain and potential investors must seek their own tax advice in connection with an investment in SPiCE Tokens. value-added taxes or goods and services taxes. SPiCE Manager. including to the amount originally invested. rights and transferability of SPiCE Tokens. SPiCE VC’s ability to operate as an ongoing concern and the structure. regulations or directives that affect the Ethereum network and its users. SPiCE VC has no obligation to the SPiCE Tokenholders to enforce any rights that it may be deemed to have against SPiCE Manager. have indicated that the sale or offering of digital tokens could be considered to be securities offerings falling within existing securities laws and regulations. An investment in SPiCE Tokens may result in adverse tax consequences to investors. Failure by SPiCE VC. or may in the future consider. SPiCE Tokenholders will not be entitled to any such protections from SPiCE VC. SPiCE VC’s business and a SPiCE Tokenholder’s investment in the SPiCE Tokens may be adversely affected. if any. vary significantly among international. and cryptocurrency exchanges is currently undeveloped and likely to evolve rapidly. which may have a significant impact on the aggregate return of SPiCE VC and SPiCE Investments LP. the liquidity and market price of SPiCE Tokens. cryptocurrencies (including Ethereum). which would potentially require SPiCE VC to dispose of investments in a short space of time and at a considerable undervalue. such as the United States. in the near future. Furthermore. SPiCE VC does not owe SPiCE Tokenholders any fiduciary duties. Singapore. with potentially adverse consequences. income. blockchain technologies. Direct investors in investment funds are generally owed an obligation by the fund and its managers of good faith. corporation or profit taxes. In extreme circumstances. particularly Ethereum exchanges and service providers that fall within such jurisdictions’ regulatory scope. However. the value of the currency in which SPiCE VC may redeem SPiCE Tokens or otherwise make distributions on SPiCE Tokens. Therefore. including withholding taxes. federal. SPiCE GP. Cryptocurrencies themselves were not expressly referenced in the announcement. it is possible that the income of SPiCE VC would be subject to significant amounts of income and/or withholding taxes (whether in Singapore or in other jurisdictions). Risks relating to the token regulatory environment Regulation of tokens and token offerings is undeveloped and is likely to evolve rapidly. meaning that digital tokens cannot be used as currency in the market. SPiCE VC may be required to refund money raised through the Offering or other initial coin offerings conducted in the future. guidance. there can be no assurance that any new or continuing regulatory scrutiny or initiatives will not have an adverse impact on the value of the SPiCE Tokens and otherwise impede SPiCE VC’s activities. If the fund size is smaller than SPiCE VC expected as a result of SPiCE VC not receiving the Second Instalment or the Third Instalment. to the extent permitted by law.

SPiCE GP or SPiCE Investments LP will be registered for the purposes of U. (ii) differences between the U. or any of their respective affiliates. other than the SPiCE Manager may register with the SEC as a Registered Investment Adviser. SPiCE Manager will register with the Cayman Islands Monetary Authority as an 'Excluded Person' and will therefore be exempt from the requirement to obtain a securities investment business licence under SIBL.S. SPiCE GP or SPiCE Investments LP. Foreign securities involve certain factors not typically associated with investing in U. the Securities and Exchange Act of 1934. SPiCE Manager. as a broker-dealer under U. Such compliance may require SPiCE VC to change the management and governance provisions outlined in this Information Memorandum or the rights of SPiCE Tokenholders.S. SPiCE GP or SPiCE Investments LP. SPiCE Investments LP and their respective affiliates are not and will not be subject to such requirements. These exemptions are sometimes highly complex and may in certain circumstances depend on compliance by third parties not controlled by SPiCE VC. securities laws. the Investment Company Act. SPiCE GP. reporting. the “bad actor” disqualification provisions of Rule 506 of Regulation D under the Securities Act ban an issuer from offering or selling securities pursuant to the safe 19 . or under any other applicable federal or state securities. the Exchange Act. as amended (the Exchange Act). in companies based in Europe and Israel and. the Investment Company Act. the SPiCE Tokens or SPiCE VC.S. or at all. compliance and operating-related obligations of a registered entity or offering may be expensive and time- consuming. is currently or will be registered under the U. in conducting their asset management activities. the Exchange Act. the Exchange Act or any other legal or regulatory scheme.S. or any determination that this Offering was not conducted in accordance with applicable laws and regulations. to register under the Advisers Act. SPiCE VC will rely on complex exemptions from statutes in conducting its business activities. Compliance with the disclosure. as applicable. securities laws. U. there can be no assurance that such persons would be able to comply with the requirements of such registration in a timely manner or at all.S. None of SPiCE VC. including potential restrictions on foreign investment and repatriation of capital and the possibility of expropriation or confiscatory taxation. the Investment Company Act. the Securities Act. the Exchange Act and the Investment Company Act. instruments or offerings registered under the Advisers Act. in the future. SPiCE VC could become subject to regulatory action or third party claims and SPiCE VC’s business could be materially and adversely affected. an investor will not have the benefit of such investor protections and will not receive disclosure commensurate with that provided by registered entities. If the SEC.S. value and transferability of the SPiCE Tokens and impair a SPiCE Tokenholder’s ability to recover its investment in the SPiCE Tokens. SPiCE Investments LP or any of them may not become subject to the Investment Company Act. SPiCE Investments LP or any of their respective affiliates. auditing and financial reporting standards. or if such entities fail to adequately comply with such requirements if applicable. (iii) certain economic and political risks. the Securities Act. the Investment Company Act. Furthermore. securities or any other applicable laws or regulations. Persons. or the Offering. Any requirement for SPiCE VC. penalty or determination could adversely impact the rights. SPiCE VC will rely on exemptions from various requirements of the Securities Act. SPiCE GP. increase overhead expenses and decrease funds available for investments and the repurchase or redemption of the SPiCE Tokens. including volatility in and relative illiquidity of some foreign securities markets. reporting. in companies outside of Europe. the Securities Act.Each potential investor should consult with and must rely upon the advice of its own professional tax advisers with respect to the U. which may distract management from its investment and operating objectives. could subject such persons to civil or criminal penalties and fines. commodity. SPiCE GP or SPiCE Investments LP to take the actions outlined in this Information Memorandum and conduct their business as described in this Information Memorandum. tax treatment of an investment in SPiCE Tokens. broker-dealer and under other legal or regulatory regimes. derivative or other applicable legal or regulatory regime. it is expected that SPiCE Manager will undertake "securities investment business" as defined in the Securities Investment Business Law (2015 Revision) of the Cayman Islands (SIBL). For example. and foreign securities markets. which could adversely impact the ability of SPiCE VC. or under any other applicable international. compliance and operating-related obligations intended to protect investors. federal or state securities. Investment Advisers Act of 1940. the absence of uniform accounting.S. including SPiCE Investments LP. Prior to carrying on securities investment business.S. There can be no assurance that SPiCE VC. including risks relating to (i) currency fluctuations and associated conversion costs.S. the Securities Act. broker-dealer rules or other burdensome regulations either as a result of new or evolving laws and regulations and interpretations or existing laws. as applicable. SPiCE Manager. If for any reason these exemptions were to become unavailable to SPiCE VC. such a requirement. Prospective investors should also note the considerations discussed in the section of this Information Memorandum entitled “Additional Information — Certain Singapore Tax Considerations”. or any of their respective affiliates. SPiCE Manager. or any penalty for failure to do so. the Exchange Act. the Advisers Act. as a limited partner in SPiCE Investments LP. U. regulations and interpretations. in companies based in Israel and may also invest. SPiCE Manager. SPiCE GP.S. as a U. SPiCE Manager. Due to its potential engagement in asset management activities. as a broker-dealer under U. practices and disclosure requirements and less government supervision. derivative or other applicable legal or regulatory regime. may be required to comply with a variety of disclosure.S. securities. under the Advisers Act. which exposes it to risks inherent in investments in foreign securities. SPiCE VC intends to invest in companies in multiple jurisdictions. SPiCE Manager. and non-U. SPiCE Manager. and (iv) the imposition of foreign withholding or other taxes with respect to such investment. SPiCE VC will initially invest directly or indirectly through subsidiary entities of SPiCE VC. as amended (the Advisers Act). So long as SPiCE VC. None of SPiCE VC. Commodity Futures Trading Commission (the CFTC) or any other body were to require the registration of the Offering. commodity.

information regarding the main categories of assets in which the AIF has invested. compliance and operating restrictions.harbour rule in Rule 506 if the issuer or any other “covered person” is the subject of a criminal. reporting. among other things. The definition of “covered person” includes: an issuer’s directors. If SPiCE VC. managing members and executive officers. affiliates who are also issuing securities in the offering. If that were to occur. In addition. these regulations could limit SPiCE VC’s activities and impose burdensome compliance requirements. which may expose SPiCE VC to civil penalties or fines with may impair its ability to continue operating and adversely impact the value of the SPiCE Tokens. The AIFM is required to periodically report to regulators. The AIFM Directive may also impose additional disclosure and reporting requirements in relation to SPiCE VC and its investments. including the range of investment strategies that SPiCE VC is able to pursue. if the CFTC were to regulate the SPiCE Tokens as commodities. the AIFM Directive may still restrict SPiCE Manager (the AIFM) and SPiCE VC (the AIF) from engaging in certain activities and impose certain other requirements that may restrict their operations and increase the operating expenses of the AIF. and the value of assets under management. Despite this partial exemption. have an adverse impact upon the operations of SPiCE VC. Accordingly. The AIFM intends to fall within a partial exemption from the provisions of the AIFM Directive by managing a single AIF and to limit the AIF’s assets under management to remain under a specified threshold at all times. the AIFM Directive imposes strict restrictions and requirements on non-EU AIF managers which market alternative investment funds to professional investors within the EU. The requirements imposed by regulators are designed primarily to ensure the integrity of the financial markets and to protect investors in investment funds and are not designed to protect SPiCE Tokenholders. principal markets and instruments in which the AIFM trades on behalf of the AIF. The AIFM Directive regulates managers of alternative investment funds that are not Undertakings for Collective Investment in Transferable Securities but which are marketed or managed in the EU. they may be subject to civil penalties or fines if their actions are not deemed to comply with applicable laws and regulations. expenses and administrative burdens. regulatory or court order or other “disqualifying event” under the rule which has not been waived. Commodity Exchange Act. Under ERISA. SPiCE Manager.S. There can be no assurance that the competent authority of a Member State will not require the AIFM to provide information on a more frequent basis or to impose more stringent requirements on the AIFM than what is currently required. Risks may arise under The Employment Retirement Income Security Act 1974 (ERISA) from potential control group liability in respect of SPiCE VC’s portfolio companies. The European Union Alternative Investment Fund Managers Directive (the AIFM Directive) entered into force on 21 July 2011 and had to be implemented at a national level within the member states of the European Union by 22 July 2013. were unable to comply with requirements imposed by the CFTC. Furthermore. compliance with which may involve additional costs. the AIF’s borrowing or leverage policy. the Offering may be deemed not to comply with applicable laws and regulations for the offering and sale of commodities. This may.S. For example. SPiCE VC. Furthermore. and promoters and persons compensated for soliciting investors in the offering. The CFTC may decide to regulate the SPiCE Tokens as commodities. conduct its operations and/or achieve its objectives and subject SPiCE VC and/or SPiCE Investments LP to certain additional costs. which are to be calculated on a periodic basis. Registration with the CFTC as a “commodity pool operator” or as a “commodity trading adviser” or any change in SPiCE VC’s or SPiCE Investments LP’s operations necessary to maintain SPiCE Manager’s or SPiCE GP’s respective abilities to rely upon the exemptions from registration could adversely affect the ability of SPiCE VC and/or SPiCE Investments LP’s ability to implement its investment programme. There can be no assurance that any of such persons would be capable of meeting such requirements in a timely manner or at all. In addition. the Pension Benefit Guaranty Corporation (the PBGC) may assert a lien with respect to such liability against any 20 . or any of them. The AIFM Directive restricts the ability of the AIFM to offer SPiCE Tokens to investors in certain EU member states and may therefore limit SPiCE VC’s ability to attract investors based in the EU and lead to a reduction in the overall amount of capital invested in SPiCE VC. The partial exemption which the AIFM seeks to rely upon is conditional on it remaining below a threshold of assets under management. Persons would be impaired if SPiCE VC or any “covered person” is the subject of a disqualifying event under the rule and SPiCE VC is unable to obtain a waiver. the sponsoring employer and all members of its “controlled group” will be jointly and severally liable for 100 per cent. Consequently. the treatment of instruments such as the SPiCE Tokens under current regulation is extremely uncertain. beneficial owners of 20 per cent. SPiCE Manager. upon the termination of a tax-qualified single employer defined benefit pension plan. Registration under the U. SPiCE VC’s ability to rely on Rule 506 to offer or sell securities to U. any determination by SPiCE Manager and/or SPiCE GP to cease or to limit investing in interests which may be treated as “commodity interests” in order to comply with the regulations of the CFTC may have a material adverse effect on SPiCE VC’s and/or SPiCE Investments LP’s ability to implement its investment objectives and to hedge risks associated with its operations. Such consequences may endanger their ability to continue to operate as described in this Information Memorandum or at all and adversely impact the value of a SPiCE Tokenholder’s investment. SPiCE GP and/or SPiCE Investments LP may be subject to additional registration. The requirement to comply with the AIFM Directive may adversely impact SPiCE VC’s ability to market in the EU. SPiCE GP and/or SPiCE Investments LP. in turn. or more of the issuer’s outstanding equity securities. of the plan’s unfunded benefit liabilities whether or not the controlled group members have ever maintained or participated in the plan.

This common ownership test is broadly applied to include both “parent-subsidiary groups” and “brother-sister groups” applying complex exclusion and constructive ownership rules. but is yet to commence operations. regardless of whether or not SPiCE VC or SPiCE Investments LP were determined to be a trade or business for purposes of ERISA. completing and successfully disposing of attractive public and private investments is highly competitive and involves a high degree of uncertainty. The number of investments and potential profitability of SPiCE VC and SPiCE Investments LP could be affected by the amount of funds at their disposal. A “controlled group” includes all “trades or businesses” under 80 per cent. SPiCE VC or SPiCE Investments LP cannot be considered part of an ERISA controlled group unless SPiCE VC or SPiCE Investments LP is considered to be a “trade or business”. any withdrawal liability incurred under ERISA will represent a joint and several liability of the withdrawing employer and each member of its controlled group. in the event a participating employer partially or completely withdraws from a multi-employer (union) defined benefit pension plan. as a result of this competition. If SPiCE VC obtains less than the target amount of capital for investment. including the fund’s level of involvement in the management of its portfolio companies and the nature of any management fee arrangements. and litigation. that any tax-qualified single employer defined benefit pension plan liabilities and/or multi-employer plan withdrawal liabilities incurred by the portfolio company could result in liability being incurred by SPiCE VC or SPiCE Investments LP. in 2007 the PBGC Appeals Board ruled that an investment fund was a “trade or business” for ERISA controlled group liability purposes and at least one Federal Circuit Court has similarly concluded that an investment fund could be a trade or business for these purposes based upon a number of factors. some of SPiCE VC’s and SPiCE Investments LP’s competitors have higher risk tolerances or different risk assessments. While there are a number of cases that have held that managing investments is not a “trade or business” for tax purposes. SPiCE VC will be operating in a highly competitive market for investment opportunities. In addition. a court might hold that one of SPiCE VC’s or SPiCE Investments LP’s portfolio companies could become jointly and severally liable for another portfolio company’s unfunded pension liabilities pursuant to the ERISA “controlled group” rules. technical and marketing resources than SPiCE VC and SPiCE Investments LP do. fines. depending upon the relevant investment structures and ownership interests as noted above. SPiCE VC and SPiCE Investments LP will compete with other venture capital firms and venture capital funds. However. If SPiCE VC or SPiCE Investments LP were determined to be a trade or business for purposes of ERISA. including hedge funds. For example. There are no assurances given that the competitive pressures SPiCE VC and SPiCE Investments LP face will not have a material adverse effect on their businesses. of the collective net worth of all members of the controlled group. Many of SPiCE VC’s and SPiCE Investments LP’s potential competitors are substantially larger and have considerably greater financial. and no assurance can be given that SPiCE VC and SPiCE Investments LP will be able to identify and make investments that are consistent with their investment objectives or that SPiCE VC will be able to fully invest the proceeds of the Offering. SPiCE VC’s and/or SPiCE Investments LP’s investment return might be affected to a greater degree by errors in investment decisions than the investment returns of other entities with greater capitalisation. commercial and investment banks. Also. other business development companies. or greater common ownership. commercial financing companies and various technology companies’ internal venture capital arms. Moreover. depending upon the structure of the investment by SPiCE VC or SPiCE Investments LP and/or its affiliates and other co-investors in a portfolio company and their respective ownership interests in the portfolio company. including the risk that SPiCE VC and/or SPiCE Investments LP will not achieve their investment objectives and that the value of SPiCE Tokenholders’ investments could decline substantially. There may be limits imposed on the ultimate size of the SPiCE VC fund. which could allow them to consider a wider variety of investments and establish more relationships than SPiCE VC and SPiCE Investments LP. 21 . with a resulting need for additional capital contributions. Risks relating to SPiCE VC and SPiCE Investments LP SPiCE VC and SPiCE Investments LP are newly-formed entities with no operating history. and to resulting claims. SPiCE VC was incorporated on 19 September 2017. and security breaches could cause a risk of loss or misuse of this information. the appropriation of SPiCE VC’s or SPiCE Investments LP’s assets to satisfy such pension liabilities and/or the imposition of a lien by the PBGC on certain of SPiCE VC’s or SPiCE Investments LP’s assets. and SPiCE Investments LP will be formed in the future. it is possible. SPiCE VC and SPiCE Investments LP may not be able to take advantage of attractive investment opportunities from time to time. The activity of identifying. SPiCE VC and SPiCE Investments LP are subject to cyber security and data loss risks or other security breaches. regardless of the percentage ownership that SPiCE VC or SPiCE Investments LP will hold in one or more of its portfolio companies. financial conditions and results of operations. SPiCE VC and SPiCE Investments LP’s business involves the storage and transmission of users’ proprietary information. SPiCE VC is and SPiCE Investments LP will be subject to all of the business risks and uncertainties associated with any new business.member of the controlled group on up to 30 per cent. A number of entities will compete with SPiCE VC and SPiCE Investments LP to make the types of investments that SPiCE VC and SPiCE Investments LP plan to make. various public and private investment funds. Similarly. some competitors may have a stronger network of contacts and better connections for deal flows or have access to funding sources that are not available to SPiCE VC and SPiCE Investments LP.

Although SPiCE VC and SPiCE Investments LP currently intend to pursue the investment strategy set out in the section of this Information Memorandum entitled “About SPiCE VC – The SPiCE Investment Criteria”. While SPiCE VC believes that such investments can provide significant potential for appreciation. In addition. Any breach of data security that exposes or compromises the security of any of the private digital keys used to authorise or validate transaction orders. traders can take advantage of price differences. restrict SPiCE VC’s ability to sell a portfolio investment and adversely impact the value of its assets.SPiCE VC and SPiCE Investments LP may be subjected to a variety of cyber-attacks. Investments in start-ups and smaller capitalisation companies carry higher risks than investments in larger or more established companies. Identification and exploitation of the investment strategies to be pursued by SPiCE VC and SPiCE Investments LP involves a high degree of uncertainty. It is possible that such an attack could adversely affect SPiCE VC and SPiCE Investments LP’s investments and the value of the SPiCE Tokens. suppliers. they may change any aspect of their strategy at their discretion at any time. Because trades utilising blockchain technology settle on the trade date. While SPiCE VC believes the confidentiality of the SPiCE Tokenholders will be protected. it could be impossible to correct unauthorised trades. unauthorised trades. Such investments in these assets may be very sensitive to movements in related markets and trends and ICO markets. or any successor. The success of SPiCE VC and SPiCE Investments LP’s trading activities depends in large part on SPiCE Manager’s and SPiCE GP’s ability to identify attractive investment opportunities. SPiCE VC or SPiCE Investments LP may seek constructively to work with management. damage to reputation. could result in unauthorised trades and would have a material adverse effect on SPiCE VC and SPiCE Investments LP. Reliance on portfolio company management teams may have an adverse effect on SPiCE VC’s performance if those management teams fail to perform successfully. significant legal and financial exposure. which may continue to occur from time to time. which could adversely affect the value of the SPiCE Tokens. There can be no assurance that the management of any company will agree or acquiesce to SPiCE VC’s or SPiCE Investments LP’s involvement in the affairs of the company. the industries. risk profiles. by investing in such assets. and a loss of confidence in security measures. are set by several exchanges. and are susceptible to volatility. through SPiCE Manager and/or SPiCE GP. In some of SPiCE VC’s and SPiCE Investments LP’s investments. it recognises that such investments may involve higher risks than investments in larger or more established companies and the value of such investments is likely to be more volatile. Many investment opportunities in blockchain industries and technologies in which SPiCE VC’s intends to invest are with start-ups with limited operating history and small market capitalisation companies. Cyber-attacks may target SPiCE VC and SPiCE Investments LP. Each portfolio company’s day-to-day operations will be the responsibility of such company’s management team. an interruption of trading for an extended period of time. enforcement actions. there can be no assurance that the existing management team. SPiCE VC’s success depends on the ability of SPiCE Manager and SPiCE GP to formulate a strategy to identify and exploit successful investment opportunities. The price of cryptocurrencies. Significant risks are associated with participating in ICOs as part of SPiCE VC’s investment strategy. SPiCE VC may be subject to international. as well as for SPiCE VC generally. investments in these types of companies may be characterised by reduced liquidity and more abrupt and erratic market price movements than those of larger. banks. security concerns and technological developments. Accordingly. the risk of bankruptcy or insolvency of many start-ups and smaller companies (with the attendant loss to investors) is higher than for larger and more established companies. 22 . Identification and exploitation of investment opportunities to be pursued by SPiCE VC and SPiCE Investments LP involves a high degree of uncertainty. attackers can target platforms that buy and sell cryptocurrencies and digital wallets that hold cryptocurrencies. such as BTC and ETH. An attack or a breach of security could result in a loss of private data. any of which could have a material adverse effect on the SPiCE VC and SPiCE Investments LP’s financial results and business. Some or all of the risks contained under the heading “Risks relating to the SPiCE Tokens” above may apply to SPiCE VC’s investments through ICOs. be responsible for monitoring the performance of each portfolio investment. Further. types of assets. credit card processors. violation of applicable privacy and other laws. will be able to operate the portfolio company successfully. Although SPiCE VC will. there is no certainty that any adverse publicity attaching to SPiCE VC’s or SPiCE Investments LP’s efforts to influence management will not have adverse consequences for SPiCE Tokenholders. commodity or other laws which may. federal and state securities. Furthermore. delivery services. more established companies. Any such attack or breach could adversely affect the ability of SPiCE VC to operate. No assurance can be given that SPiCE Manager or SPiCE GP will be able to locate suitable investment opportunities in which to deploy all of SPiCE VC’s and/or SPiCE Investments LP’s capital. including regulatory developments. e-commerce in general or the communication infrastructure on which they depend. Additionally. or that enables any unauthorised person to generate any of the private digital keys. In addition. among other things. or that the strategies that SPiCE VC or SPiCE Investments LP helps to implement will be effective. attackers can manipulate the cryptocurrency market. technologies and types of portfolio companies in which SPiCE VC and SPiCE Investments LP invest may differ from those described in this Information Memorandum and those currently contemplated. The success of SPiCE VC’s and SPiCE Investments LP’s investment activities depends on SPiCE Manager’s and SPiCE GP’s respective abilities to identify investment opportunities. their customers. If an exchange is attacked such that it is taken offline. SPiCE VC may invest some of its assets through ICOs.

including incentive compensation arrangements. Consequently the leveraged capital structure of such portfolio companies will increase their exposure to adverse factors such as rising interest rates. Investments made by SPiCE VC and SPiCE Investments LP may be illiquid and long-term investments. By reason of its investment in a portfolio company or otherwise. which may adversely impact the return on investment achieved.Non-control investments provide limited protection. While such transactions may reduce certain risks. which may result in conflicts of interest. Some investments held by SPiCE VC and SPiCE Investments LP may not be able to be sold except pursuant to the requirements of securities regulation in specific jurisdictions. which may include representatives of other financial investors with whom SPiCE VC and SPiCE Investments LP are not affiliated and whose interests may conflict with the interests of SPiCE VC and SPiCE Investments LP. In addition. limit the amount of appreciation SPiCE VC can realise on its investments or cause SPiCE VC to hold a security it might otherwise sell. SPiCE VC and SPiCE Investments LP will be significantly reliant on the existing management and board of directors of such companies. If either SPiCE VC or SPiCE Investments LP were forced to sell such an investment. SPiCE VC and SPiCE Investments LP may leverage their investment positions by borrowing. For example. downturns in the economy or a deterioration in the business of a portfolio company or its industry. securities prices and currency exchange. unanticipated changes in interest rates. upon sale. SPiCE VC generally must borrow the securities from a third party in order make delivery to the buyer. companies whose securities are not publicly traded are not subject to the disclosure and other investor protection requirements applicable to publicly traded securities. such third parties may receive compensation arrangements relating to such investments. including forced liquidation of other SPiCE VC and SPiCE Investments LP investments in order to satisfy the borrower’s obligations. may have a limited ability to protect their positions in such companies. it may not receive fair value for that investment. SPiCE VC will be obligated to return securities equivalent to those borrowed at any time on demand of the lender of the securities borrowed by purchasing them at the market price at the time of replacement. SPiCE VC and SPiCE Investments LP may be restricted from acting on the basis of material non-public information received from time to time. Such investments may also involve risks not present in investments where a third party is not involved. including. Such compensation arrangements will reduce the return to participants in the investments. SPiCE VC and SPiCE Investments LP will not be able to act upon any such information. Theoretically. In those circumstances where such third parties involve a management group. SPiCE VC and SPiCE Investments LP may in certain circumstances be liable for the actions of its third party partners or co-investors. short sales and put and call options. a decline in the market price of a particular security could result in a complete loss of the amount expended by SPiCE VC to purchase a call option (equal to the premium paid for the option and any associated transaction charges). An adverse price movement may result in unanticipated losses with respect to covered 23 . Failure to satisfy the terms of debt incurred by SPiCE VC and SPiCE Investments LP can have negative consequences. designed to reduce the risks of adverse movements in interest rates. or currency exchange rates may result in a poorer overall performance for SPiCE VC than if it had not entered into such hedging transactions. The market prices. Dispositions of such investments may require a lengthy time period locking up capital and decreasing funds available for repurchases or redemptions of the Tokens or investments in more attractive opportunities. or may be in a position to take action contrary to SPiCE VC’s and SPiCE Investments LP’s investment objectives. and may impair such companies’ ability to meet their debt obligations. For example. SPiCE VC and SPiCE Investments LP may make investments in securities that have limited liquidity. SPiCE VC may employ hedging techniques. In these cases. SPiCE VC may employ hedging policies and techniques that entail certain inherent risks. but not limited to. Portfolio companies in which SPiCE VC and SPiCE Investments LP invest may have significant leverage. Thus. SPiCE VC and SPiCE Investments LP may not be able to initiate a transaction that they otherwise might have initiated and may not be able to sell a portfolio investment that they otherwise might have sold. to complete a short sale. The use of leverage will have the effect of increasing the volatility of SPiCE VC’s and SPiCE Investments LP’s investments. securities prices. including the possibility that a third party partner or co-investor may have financial difficulties resulting in a negative impact on such investment. Further. while SPiCE VC may benefit from the use of these hedging mechanisms. SPiCE VC and SPiCE Investments LP will hold a non-controlling interest in most of their portfolio companies and. Use of put and call options may result in losses to SPiCE VC. therefore. such transactions themselves may entail certain other risks. which will result in interest charges that could be substantial. SPiCE Manager and/or SPiCE GP may acquire confidential or material non-public information or otherwise be restricted from initiating transactions in certain securities. Additionally. Certain of SPiCE VC’s and SPiCE Investments LP’s portfolio companies may have capital structures with significant leverage. including in the event of changes in the regulatory regimes applicable to digital token offerings which might require money raised through the Offering or other future initial coin offerings to be refunded. force the sale or purchase of portfolio securities at inopportune times or for prices higher than (in the case of put options) or lower than (in the case of call options) current market values. Leverage may also take the form of trading on margin. to realise what they perceive to be their fair value. or. of such investments tend to be volatile and SPiCE VC and SPiCE Investments LP may not be able to sell such investments when they desire. As a hedging technique. Due to these restrictions. may have economic or business interests or goals which are inconsistent with those of SPiCE VC and SPiCE Investments LP. SPiCE VC may also purchase exchange-listed and over-the-counter put and call options on specific securities or write and sell covered or uncovered call and put option contracts. short selling may be subject to unlimited risk of loss because there may be no limit on how much the price of a security may appreciate before the short position is closed. if any.

as a consequence. SPiCE VC may have to make valuation determinations without the benefit of an adequate amount of relevant information. which information which may be incomplete. A large percentage of SPiCE VC’s and SPiCE Investments LP’s portfolio investments will be in the form of securities that are not publicly traded. purchase price of securities. and SPiCE Manager and SPiCE GP may not have access to the detailed information necessary for a thorough evaluation of the investment opportunity.options sold by SPiCE VC. the liquidation values of SPiCE VC’s and SPiCE Investments LP’s assets and other investments may differ significantly from the interim valuations of such assets and investments made by SPiCE Manager. SPiCE VC and SPiCE Investments LP may participate in a limited number of investments and. Participation in a limited number of investments will adversely affect the returns generated by SPiCE VC and SPiCE Investments LP. discounts from market prices of similar securities. or earnings multiples. or discounts applied to the nature and duration of restrictions on the disposition of the securities. its valuations and NAV calculations may be inaccurate. as well as a combination of these and other factors. The methods for valuing these securities may include: fundamental analysis (sales. Despite SPiCE VC’s efforts to acquire sufficient information to monitor certain of SPiCE VC’s and SPiCE Investments LP’s investments and make well-informed valuation and pricing determinations. asset type or sector. These arrangements may result in the incurrence of contingent liabilities for which SPiCE Manager and/or SPiCE GP may establish reserves or escrows. Third-party pricing information may not be available regarding certain of SPiCE VC’s and SPiCE Investments LP’s assets and other investments. Investment analyses and decisions by SPiCE Manager or SPiCE GP may be undertaken on an expedited basis in order for SPiCE VC and SPiCE Investments LP to take advantage of available investment opportunities. 24 . In connection with the disposal of a portfolio investment. Because of the illiquidity of certain positions that may be held by SPiCE VC and SPiCE Investments LP. When SPiCE VC and SPiCE Investments LP invest in illiquid securities or instruments it may be difficult for SPiCE VC to accurately determine the fair value as there will generally not be a readily available market for a substantial number of SPiCE VC’s and SPiCE Investments LP’s investments. Furthermore. However. inaccurate or otherwise unreliable. To the extent SPiCE VC relies on such information. Valuations of SPiCE VC may differ in a liquidation scenario from interim valuations made by SPiCE Manager. SPiCE Manager and SPiCE GP may conduct their due diligence activities over a very brief period. Such differences may be further affected by the time frame within which such liquidation occurs. subsequent private transactions in the security or related securities. valuations of such assets for the purposes of determining SPiCE VC’s NAV may be speculative and will depend largely on SPiCE VC’s judgment. Prospective investors should be aware that as a result of these difficulties. there will be a risk that such refinancing may not be completed. Investors have no assurance as to the degree of diversification of SPiCE VC’s and SPiCE Investments LP’s portfolio investments. etc. either by geographic region. SPiCE VC and SPiCE Investments LP may be required to make representations about the business and financial affairs of such company typical of those made in connection with the sale of a business. which could lead to increased risk as a result of SPiCE VC and SPiCE Investments LP having an unintended long-term investment as to a portion of the amount invested and/or reduced diversification. Undertaking investment decisions on an expedited basis in order to take advantage of available opportunities may result in limited information being available. NAV valuations will depend in part on SPiCE VC’s judgment and may be speculative. Further. SPiCE VC may rely on estimates or information provided by third parties in valuing SPiCE VC’s and SPiCE Investments LP’s liquid or illiquid assets and its liabilities. The use of uncovered option writing techniques may entail greater risks of potential loss to SPiCE VC than other forms of options transactions. income. SPiCE VC’s judgment on such matters shall be made in good faith and subject to an audit by independent auditors. In circumstances where SPiCE Manager or SPiCE GP intends to refinance all or a portion of the capital invested in a transaction. the information available to SPiCE Manager or SPiCE GP at the time of the investment decision may be limited. SPiCE VC will value these securities quarterly at fair value according to its written valuation procedures and as determined in good faith by them. as well as other uncertainties. SPiCE VC may only be able to obtain limited information at certain times. It is possible that SPiCE VC may not be aware on a timely basis of material adverse changes that have occurred with respect to certain of SPiCE VC’s and SPiCE Investments LP’s investments. Contingent liabilities on disposals of portfolio investments may result in losses to SPiCE VC and SPiCE Investments LP. any valuation made by SPiCE VC may not represent the fair market value of the securities acquired by SPiCE VC and SPiCE Investments LP and may differ materially from the values that would have been used if a ready market for these securities existed. SPiCE VC and SPiCE Investments LP also may be required to indemnify the purchasers of such investment to the extent that any such representations are inaccurate.). In such cases. the aggregate return of SPiCE VC and SPiCE Investments LP may be substantially adversely affected by the unfavourable performance of even a single investment.

on the one hand. and existing or future investments and other business ventures managed by the Founders on the other hand. or other decisions regarding SPiCE VC’s and SPiCE Investments LP’s business and affairs. SPiCE GP and the Founders on the one hand. A conflicts of interest policy will be implemented by SPiCE VC. to make investments that have estimated returns commensurate with the risks undertaken. and monitor companies that meet the investment criteria. failing to recognise trades and misappropriating assets. may result in unknown and unmanaged risks or losses). disposition or other realisation of any investment made by SPiCE VC and SPiCE Investments LP. which will depend. In addition. Loss of principal is possible on any given investment. SPiCE Investments LP and the Founders intend to act in accordance with at all times. The Founders may also have conflicts of interest in allocating time. in order to avoid conflicts of interest arising. SPiCE Tokenholders will not make decisions with respect to the management. their ability to provide competent. the pool of funds in SPiCE VC and SPiCE Investments LP represents a blind pool of funds. invest in. Accomplishing this result on a cost-effective basis will be largely a function of SPiCE Manager’s and SPiCE GP’s structuring of the investment process. There can be no assurance that SPiCE VC will achieve its investment objective over the long term. without limitation. SPiCE Manager will have substantial responsibilities under the Management Agreement. SPiCE GP or third party service providers could cause significant losses to SPiCE VC and/or SPiCE Investments LP. Losses could also result from actions by third party service providers. The success of SPiCE VC and SPiCE Investments LP will depend in part on the skill and expertise of the personnel of SPiCE Manager and SPiCE VC. SPiCE GP or the Founders may also form and devote their time to other investment partnerships with activities similar to those of SPiCE VC and SPiCE Investments LP. including limiting SPiCE VC’s and SPiCE Investments LP’s business prospects or future marketing activities. financial condition. SPiCE Manager will have sole discretion over the investment of the funds committed to SPiCE VC. SPiCE VC’s ability to achieve its investment objectives will depend on its ability to grow. and results of operations. or the Founders may potentially or actually conflict with the interests of SPiCE VC. attentive. Conflicts may arise in the allocation of investment opportunities and the Founders’ time among SPiCE VC and SPiCE Investments LP. structure. SPiCE Investments LP and other business ventures. No assurances can be given that the due diligence performed by SPiCE Manager or SPiCE GP will identify or prevent any such misconduct. SPiCE GP. financial position and results of operation. as well as the ultimate realisation of any profits in each case. which could result in litigation or serious financial harm. and SPiCE GP intends for SPiCE Investments LP. in either case. For example. SPiCE Investments LP and SPiCE Tokenholders on the other. The performance of the prior investments and general track record of the Founders may not be indicative of SPiCE VC’s future results. Instances may arise where the interests of SPiCE Manager. including.Misconduct of employees and of third party service providers may have an adverse effect on SPiCE VC’s business. employees and third party service providers may improperly use or disclose confidential information. The Founders are not required to refrain from such management activities or to disgorge profits from such activities. As such. financial and other information that will be utilised by SPiCE Manager and SPiCE GP in their selection of investments. SPiCE Investments LP and the Founders in accordance with which SPiCE VC. Any failure to manage the future growth if SPiCE VC and SPiCE Investments LP effectively could have a material adverse effect on SPiCE VC’s business. Misconduct by employees of SPiCE Manager. SPiCE Tokenholders will not receive the detailed financial information issued by portfolio companies that will be available to SPiCE VC and SPiCE Investments LP. however there is a risk that conflicts of interest may still arise. and are entitled to have other business interests and may engage in other business activities in addition to those relating to SPiCE VC and SPiCE Investments LP. and those of SPiCE VC. SPiCE GP’s ability to identify. Accordingly. on SPiCE Manager’s and. SPiCE Tokenholders will rely on SPiCE Manager’s and SPiCE GP’s investment discretion for SPiCE VC and SPiCE Investments LP. SPiCE Manager. and SPiCE VC’s and SPiCE Investments LP’s access to financing on acceptable terms. 25 . The past performance and track record of the Founders is not indicative of SPiCE VC’s future results. the management fee arrangements may create an incentive for SPiCE Manager and SPiCE GP to make more speculative investment decisions than would be the case in the absence of such performance-based arrangements. and SPiCE GP will have sole discretion over the investment of the funds invested through SPiCE Investments LP. and implement investments consistent with SPiCE VC’s and SPiCE Investments LP’s investment objectives and policies and to conduct the business of SPiCE VC and SPiCE Investments LP as contemplated by this Information Memorandum. Additionally. While SPiCE Manager intends for SPiCE VC. in turn. Conflicts of interest may arise between the interests of SPiCE Manager. SPiCE Tokenholders will have no voting or other rights to make decisions with respect to SPiCE VC or its management. in respect of Israeli investments. SPiCE Tokenholders will be relying on SPiCE Manager and SPiCE GP to identify. the Founders and other members of SPiCE Manager’s or SPiCE GP’s management team will not be required to manage SPiCE Manager or SPiCE GP as their sole and exclusive function. there can be no assurance that targeted results will be achieved. SPiCE Investments LP and SPiCE Tokenholders. Employee misconduct may include binding SPiCE VC and SPiCE Investments LP to transactions that exceed authorised limits or present unacceptable risks and unauthorised trading activities or concealing unsuccessful trading activities (which. SPiCE Tokenholders will not have the opportunity to evaluate the relevant economic. services and functions among SPiCE VC. SPiCE VC’s financial condition and results of operation will depend on SPiCE VC’s and SPiCE Investments LP’s ability to manage future growth effectively. and efficient services to SPiCE VC and SPiCE Investments LP respectively.

(ii) increase awareness of the company. their respective personnel or affiliates manage or for themselves. particularly those companies whose businesses depend on the internet and blockchain technology. one or both of these avenues may not be open to SPiCE VC. The portfolio turnover rate may vary greatly during a year as well as from year to year and may also be affected by cash requirements. blockchain technologies. or timing with respect to these exit mechanisms may be inopportune. These risks include the ability to (i) increase revenues and manage costs. As such. regulatory. operating expenses (including the management fees). SPiCE GP or any of their respective personnel or affiliates is obligated to make any particular investment opportunity available to SPiCE VC or SPiCE Investments LP. At any particular time. (vii) attract. although it may change its investment focus at any time without the consent of the SPiCE Tokenholders. that is more diversified or has a broader industry focus. political. 26 . SPiCE GP. technology or industry issues. or (especially when cash is not otherwise available) that another investment appears to have a relatively greater opportunity for capital appreciation. (iii) offer compelling content. either for other accounts that SPiCE Manager. especially for follow-on investment opportunities. SPiCE VC cannot assure prospective investors that SPiCE VC’s business strategy will be successful or that its portfolio companies will address these risks successfully. or whether a sale results in profit or loss. which may conflict with those of SPiCE VC. SPiCE VC and SPiCE Investments LP may be unable to take advantage of attractive follow-on or other investment opportunities or to protect its existing investments from dilutive or other punitive terms associated with “pay-to-play” or similar provisions. and develop new. and other matters. SPiCE VC will generally be focused on investments in start-up technology companies. Although SPiCE VC expect that many of SPiCE VC’s and SPiCE Investments LP’s investments will be relatively long term in nature. None of SPiCE Manager. and also including additional investment funds and/or client accounts with investment objectives that differ in some respects from SPiCE VC’s investment objective. strategic relationships. (vi) continue to develop and upgrade technology. including those with substantially the same investment objectives as SPiCE VC’s (which may pursue its investment activities by contributing its assets to SPiCE VC SPiCE Investments LP). and they may take advantage of any opportunity. SPiCE VC may invest in companies with no operating history. regulatory. Estimating the appropriate amount of such retained proceeds is difficult. may engage in other activities. If the retained proceeds are inadequate. SPiCE VC may encounter limitations on its ability to exit investments. the ability to exit from and liquidate portfolio holdings may be constrained at any particular time. which are directly tied to the success and capital needs of portfolio companies. Changes with respect to portfolio companies will be made as SPiCE Manager or SPiCE GP consider necessary in seeking to achieve SPiCE VC’s and SPiCE Investments LP’s investment objectives. SPiCE Manager and SPiCE GP may also make general portfolio changes to increase SPiCE VC’s and SPiCE Investments LP’s cash to position it in a defensive posture. SPiCE Manager and SPiCE GP may make changes in particular portfolio holdings whenever it is considered that an investment no longer has substantial growth potential or has reached its anticipated level of performance. (iv) maintain current. Inadequate or excessive retained proceeds could impair the investment returns to SPiCE VC and SPiCE Investments LP and the NAV. may in the future serve as investment manager for other investment funds and investment accounts. SPiCE Manager and SPiCE GP may make portfolio changes without regard to the length of time SPiCE VC or SPiCE Investments LP has held an investment. SPiCE Manager or SPiCE GP may retain a portion of the proceeds of the Offering for follow-on investments by SPiCE VC and SPiCE Investments LP in portfolio companies. SPiCE VC and SPiCE Investments LP may decline attractive investment opportunities or hold unnecessary amounts of capital in money market or similar low-yield accounts. Before deciding to purchase SPiCE Tokens. which limits portfolio turnover. SPiCE VC’s focused investment strategy may give rise to risks associated with particular economic. SPiCE Manager and SPiCE GP. The retention of proceeds of the Offering may impair investment returns. and their respective affiliates. and certain of their respective personnel or affiliates. (v) respond effectively to competitive pressures. As is customary in the industry. Portfolio company turnover may impact the profitability of SPiCE VC’s investments. or a portfolio of funds. SPiCE VC’s and SPiCE Investments LP’s liabilities. SPiCE VC expects to exit from its investments in two principal ways: (i) private sales (including acquisitions of its portfolio companies) and (ii) initial and secondary public offerings. compared to a more diversified or broader industry investment strategy. retain and motivate qualified personnel. technological or industry conditions or occurrences compared with a fund. A specific investment focus is inherently more risky and could cause SPiCE VC’s investments to be more susceptible to particular economic. or whether a purchase results in the reacquisition of an investment that SPiCE VC or SPiCE Investments LP may have only recently sold. The rate of portfolio turnover will not be treated as a limiting or relevant factor when circumstances exist that are considered by management to make portfolio changes advisable. a prospective investor should consider the risks and difficulties frequently encountered by early-to mid-stage companies in new and rapidly evolving markets. and (viii) raise additional capital. If the retained proceeds are excessive. cryptocurrency businesses and ICOs. SPiCE VC’s and SPiCE Investments LP’s investments in privately held companies are illiquid. political. making the evaluation of the future prospects of those companies difficult.SPiCE Manager and SPiCE GP.

blockchain assets and their attendant systems and processes. Since the attack on the DAO.The lack of liquidity in SPiCE VC’s and SPiCE Investments LP’s investments may adversely affect the value received by SPiCE VC on any Realisation. variations in. At the time of the initial attack. there have been several more hacks of a similar nature. including the performance of the portfolio securities they hold. Substantially all of these securities will be subject to legal and other restrictions on resale or will otherwise be less liquid than publicly traded securities. In response to this loss. the degree to which they encounter competition in other markets and general economic conditions. 27 . A temporary or permanent blockchain “fork” could adversely affect an investment in cryptocurrency. The illiquidity of SPiCE VC’s and SPiCE Investments LP’s portfolio or a portion of SPiCE VC’s and SPiCE Investments LP’s portfolio means that SPiCE VC and SPiCE Investments LP cannot realise the portfolio quickly and may realise significantly less than the value at which their investments have been previously recorded. the Ethereum community agreed to create a new “hard fork” on the Ethereum network blockchain which returned the lost ETH to the DAO. This boycott could have a material adverse effect upon certain portfolio companies in which it is intended Spice Investments LP will invest. To the extent a private key is lost. There is no assurance that future attacks could not occur or would not result in a sustained decline in the market price of cryptocurrencies like BTC and ETH.6 million. and the timing of the recognition of. or collect distributions using the SPiCE Tokens or to comply with the requirements of the fund. trading or collecting distributions relating to the SPiCE Tokens requires working knowledge of blockchain technology. Similar knowledge of blockchain asset exchanges and other industry participants may be required to comply with the requirements of the Offering. results for any period should not be relied upon as being indicative of performance in future periods. without limitation. realised and unrealised gains or losses. In addition. through SPiCE Investment LP. as well as individual companies. An outbreak of war or other hostilities in the region could have a negative impact on the investments that are made and SPiCE VC’s overall performance. In addition. It remains unlikely that a full resolution of these problems will be achieved. Loss of access to private keys – or any other data loss concerning SPiCE VC’s blockchain assets – could have a material adverse effect on the business or the SPiCE Tokens. Risk Factors Related to Blockchain Networks Potential investors may not have the skills necessary to secure. Participating in the Offering requires technical skill beyond that of many investors. SPiCE VC and SPiCE Investments LP may experience fluctuations in their quarterly results. SPiCE VC and SPiCE Investments LP will primarily make investments in private companies. what the nature of such resolution would be. Blockchain assets are controllable only by those who know the unique private cryptographic key relating to the network address at which the blockchain assets are held. Although the effects of the boycott have gradually been reduced with time. A temporary or permanent blockchain “fork” could adversely affect an investment in a cryptocurrency. which creates new rules for the Ethereum system. As a result of these factors. trade. either in the short or long term and. the Decentralized Autonomous Organization (the DAO). if achieved. was hacked. In June 2016. there remain a number of countries which restrict the ability of their residents to do business with Israel or Israeli companies. SPiCE VC and SPiCE Tokenholders are required by the operation of many blockchain networks to publish the addresses concerning blockchain assets in use by them. The loss or destruction of a private key required to access blockchain assets may be irreversible. the market price of ETH declined significantly. Securing. an organisation using the Ethereum network. Blockchain assets include. certain countries. destroyed or otherwise compromised and no backup of the private key is accessible. Funds submitted for subscription in an ICO may also be stolen through hacking the system. Since the establishment of the State of Israel. the level of their expenses. SPiCE VC and SPiCE Investments LP could experience fluctuations in their quarterly operating results due to a number of factors. participate in a boycott of Israeli firms and others doing business in Israel or with Israeli companies. between Israel and the Arab countries. SPiCE VC and SPiCE Investments LP may face other restrictions on their ability to liquidate an investment in a portfolio company to the extent that they have material non-public information regarding such portfolio company. A “hard fork” is a change to the underlying Ethereum protocol. Ether. resulting in a loss of approximately ETH 3. Any loss of private keys relating to digital wallets used to store blockchain assets could have a material adverse effect on SPiCE VC’s business or individual SPiCE Tokenholders. varying in degree and intensity. a substantial portion of its assets in portfolio companies located or doing business in Israel. SPiCE VC and SPiCE Tokenholders may not be able to access the blockchain asset associated with the corresponding address and the private key will not be capable of being restored by the network. Any disruption to the political and military stability of Israel and its neighbouring nations could have a material adverse impact on the performance of Spice Investments LP. a state of hostility has existed. Bitcoins and other cryptocurrencies. Political and military risks in the Middle East may impact on the performance and returns of SPiCE VC and SPiCE Investments LP Spice VC intends to invest. SPiCE Tokens and other cryptographic tokens.

or rewards for the various participants in a blockchain network.  Changes in the rights. Several factors may affect the price. as well as blockchain networks. The further development and acceptance of blockchain networks.  Changes in the software.  Expectations among blockchain participants that the value of blockchain assets will soon change. or restrictions on or regulation of access to and operation of blockchain networks or similar systems.  The availability and popularity of other forms or methods of buying and selling goods and services.  Changes in consumer demographics and public tastes and preferences.  Regulatory measures. It is possible that such an attack could adversely affect SPiCE VC’s or SPiCE Investments LP’s investments and the value of the SPiCE Tokens.  Global blockchain asset demand.  Investors’ expectations with respect to the rate of inflation. respectively. the perception that the use and holding of blockchain assets is safe and secure. The slowing or stopping of the development or acceptance of the blockchain networks upon which SPiCE VC will rely would have an adverse material effect on the business. economic or financial events and situations. that may directly or indirectly invest in blockchain assets. software requirements or hardware requirements underlying a blockchain network. incentives. The prices of blockchain assets are significant uncertainties for SPiCE VC’s business. Ether and other blockchain assets and their use. that affect the use of blockchain assets. The growth of the blockchain industry in general.  Fiat currency withdrawal and deposit policies of blockchain asset exchanges and liquidity on such exchanges.  Currency exchange rates. 28 . and could have an adverse effect on the value of the SPiCE Tokens. is subject to a high degree of uncertainty.  The maintenance and development of the open-source software protocol of the Bitcoin or Ethereum networks. trade restrictions.  Global or regional political. which are part of a new and rapidly changing industry. the security of online blockchain asset exchanges and digital wallets that hold blockchain assets. including. obligations.A disruption of the Internet or the Bitcoin or Ethereum networks could impair the value and the ability to transfer BTC or ETH. but not limited to:  Global blockchain asset supply. In addition. including private and registered funds. A significant disruption in Internet connectivity could disrupt the Bitcoin or Ethereum network’s operations until the disruption is resolved. Fluctuations in the price of Bitcoins or Ether could materially and adversely affect the business. which led to temporary delays in transactions. are subject to a variety of factors that are difficult to evaluate. The factors affecting the further development of the cryptocurrency industry. The price of Bitcoin and Ether are subject to dramatic fluctuations. and the regulatory restrictions on their use.  Monetary policies of government. or  A decline in the popularity or acceptance of the Bitcoin or Ethereum networks would adversely affect SPiCE VC’s operating results.  Interruptions in service from or failures of major blockchain asset exchanges. currency devaluations and revaluations. cryptocurrency networks have been subjected to a number of denial of service attacks.  Interest rates.  Government and quasi-government regulation of Bitcoin.  Investment and trading activities of large investors. including the rates at which ether may be exchanged for fiat currencies. include. which can be influenced by the growth of retail merchants’ and commercial businesses’ acceptance of blockchain assets like cryptocurrencies as payment for goods and services. Ether and other blockchain technologies. The prices of blockchain assets are extremely volatile. without limitation:  Worldwide growth in the adoption and use of Bitcoin. or trading assets including new means of using fiat currencies or existing networks.  General economic conditions and the regulatory environment relating to cryptocurrencies. if any. as well as the blockchain networks on which SPiCE VC will rely. or  A decrease in the price of blockchain assets may have a material adverse effect on our financial condition and operating results.  The maintenance and development of the open-source software protocol of the Bitcoin or Ethereum networks.

including without limitation shifts between so-called “proof of work” and “proof of stake” schemes.  Intellectual property rights-based or other claims against the networks’ participants.  Effectiveness of the network validators (sometimes called “miners”) and the network’s consensus mechanisms to effectively secure the networks against confirmation of invalid transactions. including without limitation so-called “forked” networks. 29 . adversely affecting the business or the functionality of the SPiCE Tokens.  The existence of undiscovered technical flaws in the networks. The suitability of the networks for SPiCE VC’s business or the functionality of the SPiCE Tokens depends upon a variety of factors. or  The maturity of the computer software programming languages used in connection with the networks. Unfavourable developments or characteristics of any of the above circumstances could adversely affect SPiCE VC’s business or the functionality of the SPiCE Tokens.  Disputes among the developers or validators of the networks.  The existence of other competing and operational versions of the networks.  The development of new or existing hardware or software tools or mechanisms that could negatively impact the functionality of the systems.  The failure of cybersecurity controls or security breaches of the networks. including:  The effectiveness of the informal groups of (often uncompensated) developers contributing to the protocols that underlie the networks.  Changes in the consensus or validation schemes that underlie the networks. Blockchain networks are based on software protocols that govern the peer-to-peer interactions between computers connected to these networks.  The price of blockchain assets associated with the networks.The suitability of the blockchain networks on which SPiCE VC will rely could decline due to a variety of causes.

Overview of organisational structure SPiCE VC is a newly-incorporated Singaporean private limited company. insurance. a smart contract represents a digital asset called an Ethereum token and specifies its properties and functionality according to its intended usage as well as its characteristics (such as supply. SPiCE VC will hold its investments in non-Israeli assets directly or through subsidiary entities of SPiCE VC. Today. Internet of Things. invented in 2013 by a young crypto programmer called Vitalik Buterin. are being considered not only by start-ups but also by Fortune 500 companies including Accenture. Amihay Ben David and Carlos Domingo (the Founders). SPiCE VC and SPiCE Manager are. Microsoft and large financial institutions. real estate and energy management and. as implemented by the United Kingdom. pursuant to a management agreement (the SPiCE VC Management Agreement). inflation rate. the main Ethereum cryptocurrency used in this network. wholly owned by Tal Elyashiv. Credit Suisse and Banco de Santander. SPiCE Tokenholders The Founders SPiCE Tokens SPiCE General Spice Funds Partner Management SPiCE VC Limited General Partner Limited Partner SPiCE Investments LP Industry Overview Funds in the blockchain era Following the publication in 2008 of a seminal paper describing the cryptocurrency Bitcoin by an unknown cryptologist. healthcare. which shall be incorporated at a later date (SPiCE GP). and SPiCE GP will be managed. In the Ethereum distributed network. SPiCE Manager. Deloitte. under the pseudonym Satoshi Nakamoto cryptocurrencies and their underlying technology. which has no prior operating history. if formed. ABOUT SPiCE VC Prospective investors should read this section in conjunction with the more detailed information contained in this Information Memorandum. Ethereum. Ethereum itself was initially funded via a crowdsale by issuing Ethers. including but not limited to the section entitled “Risk Factors”. a Cayman Islands-exempted company (SPiCE Manager). SPiCE Investments LP. supply chain management. SPiCE VC intends to use a limited partnership (SPiCE Investments LP). as at the date of this Information Memorandum. blockchain. will be managed by a Cayman Islands-exempted company. blockchain technologies are used in sectors such as finance. Intel. such as BBVA. by Spice Funds Management Limited. ICOs have become 30 . SPiCE VC is managed. These crowdsales of crypto tokens (for which the Ethereum network is the dominant platform). have taken the world by storm and are disrupting industries. The combined market cap of Bitcoin and other cryptocurrencies is estimated to have surpassed USD 120 billion. are commonly referred to as initial coin offerings (ICOs). has notified the FCA of its intention to market the SPiCE Tokens issued by SPiCE VC to UK professional investors pursuant to the AIFMD. to invest in Israel-based investments and potentially non-Israeli based investments. Ethereum specifications included a mechanism for a crowdsale that would allow companies to sell their Ethereum tokens to the public. etc. and SPiCE GP will be. as a small AIFM. BP. to be formed after the date of this Information Memorandum. expands on the potential of Bitcoin to support distributed applications as well as smart contracts.).

”. they only buy back a portion of the tokens in the open market – not from all tokenholders – in the hope that the increase in token price will bring value to investors. which is estimated to have raised USD 10 million in early 2017. For further information see “Description of the SPiCE Tokens – Realisation Buybacks. However. When they do return money. This may provide much better diversification to tokenholders and a balanced and less volatile portfolio across technology start-ups. which was co-founded in 2014 by the CEO and co-founder of Angel List and reportedly has USD 45 million in assets under management. founded by blockchain pioneer Brock Pierce. Mahendra Ramsinghani describes the problem as follows: “A VC partnership is a 10- year blind-pool . but also by a new metric. and at the same time make venture capital funds much more inclusive (within regulatory frameworks). which could potentially be years later. which later becomes successful. SPiCE VC will be different. SPiCE VC’s suggested formula is to look at the end of each period in the life of the fund. Some of these funds are raising funds by issuing tokens via an ICO. a portion of their tokens when the start-up announces a major milestone. It is the reason why groups of smaller investors are often left out. which intend to facilitate the entry of traditional investors to this new asset class. many more have followed or are set to launch before the end of 2017.increasingly popular and. Most other token based venture capital funds or hedge funds are “evergreen funds”.” For that reason. including Auryn Capital. the investors in the Liquid Fund would be able to sell. Whereas. which may translate to a higher effective IRR. which means they do not return all exit revenues but keep some for future investments. This means that whenever there is an exit from one of its portfolio companies. SPiCE VC intends to measure its performance not only by its IRR. as at the date of this Information Memorandum. Founders Fund. SPiCE VC will not be taking any carried interest from those SPiCE Tokenholders before all the money invested has been fully returned. cybersecurity. ICOs and/or blockchain companies. a liquid fund (the Liquid Fund) and a traditional venture capital fund (the Traditional Fund) invest in the same start-up. Disrupting venture capital with the blockchain In SPiCE VC’s opinion. founded in September 2016. a significant limitation of the venture model is that venture capital funds are not liquid. as at the date of this Information Memorandum. for example.a long relationship in which investors have limited ability to exit. This is described in more detail below. investing in the earliest stages of technology start-ups is usually reserved only for those who do not need their capital or any returns for five to ten years. that leads to an increase in the value of the Liquid Fund’s investment in the start-up and thereby impacts on the value of the Liquid Fund’s tokens. To quantify this advantage. in the past year. Investors in the Traditional Fund will not receive any proceeds until the Traditional Fund achieves an exit from the start-up. In the book “The Business of Venture Capital”. in the following ways:  Investment model: Funds raising capital through an ICO tend to invest purely in ICOs and cryptocurrencies. there has been a rise in the number of funds dedicated to investing in cryptocurrencies. SPiCE VC will buy back the relative portion of SPiCE Tokens from every single SPiCE Tokenholder.2 billion through ICOs in 2017. With the increase in price in USD of Bitcoin. SPiCE VC is different from other funds that raise their capital via an ICO. to return the full net revenues to SPiCE Tokenholders. 31 . Ethereum and Ripple by more than 700 per cent. Since then. Sequoia Capital and Union Square Ventures. and assume that the SPiCE Tokenholder is capturing the value from any increase of the NAV (if any) at that point. and Internet of Things. and why large financial institutions only dedicate a small portion of their investments to this asset class. including sectors such as artificial intelligence. IRR is calculated based on cash flows (negative and positive) of cash over time to show the attractiveness of an investment. thereby attracting increased funding to venture capital. This allows a return of a portion of the funds years earlier than could be the case for a traditional venture capital fund. SPiCE VC regards the tokens as a means to deliver liquidity and inclusivity to the fund and its investment thesis covers both blockchain and non-blockchain start-ups. has an estimated USD 200 million in assets under management and has received investments from Andreessen Horowitz. BKCM. Polychain. augmented reality/virtual reality. As an example (used for illustrative purposes only). SPiCE VC will instead return the exit proceeds directly to SPiCE Tokenholders following Realisations made by SPiCE VC (net of fees and expenses). Making venture capital funds liquid will help to transform the industry. Coinshares1 LP and Crypto Asset Fund. However. which SPiCE VC calls Liquid IRR. and the significant returns of some ICOs. One of the first of these funds was Metastable Capital. blockchain companies are estimated to have raised over USD 1. assuming there is demand in the secondary market for the Liquid Fund’s tokens. One of the first venture capital funds to undertake an ICO was Blockchain Capital.  Returning exit money directly to investors: SPiCE VC is also different to other token-based hedge funds or venture capital funds in the way it will return money to investors. and no clarity of outcomes. Liquidity = potentially better IRR Increasing the liquidity of venture capital funds could give investors the option to exit early and may also give them opportunities to increase their internal rate of return (IRR). BlockTower Capital.

but also by a new metric SPiCE VC calls “Liquid IRR”. SPiCE VC will analyse both the expected IRR in tandem with the graph of the NAV (based on the same assumptions such as investment dates. if the published NAV is as follows: 32 .000 100.000 50. Given that the SPiCE VC Tokens are expected to be liquid and may be traded by SPiCE Tokenholders (subject to the terms of the SPiCE Tokens). It means it would also be possible to calculate the potential IRR based on the combined stream of cash flows – exits by SPiCE VC of investments and sales by a holder of SPiCE Tokens of a proportion of the SPiCE Tokenholder’s investment in the SPiCE Tokens.32 per cent. To quantify the potential liquidity advantage of SPiCE VC.000 30. consider the following investment portfolio (A) performance: Investment Year Year Year Year Year Year Year Year Year Year 1 2 3 4 5 6 7 8 9 10 Cash Flow . Liquid IRR is in essence a modified notion of the IRR that embeds in a representation of the value of added liquidity it is anticipated will be available to investors in SPiCE Tokens. So using the same example of the fund’s investment as before.5 times over the example period and an IRR of 28.000 Date 1/1/2017 1/6/2017 1/6/2018 1/6/2019 1/6/2020 1/6/2021 1/6/2022 1/6/2023 1/6/2024 1/6/2025 1/6/2026 An investment in portfolio (A) would provide a CoC return of 4. For example. etc. SPiCE VC may offer increased liquidity for investors compared with a traditional venture capital fund. SPiCE VC believes that it is necessary to reconsider the metrics that are used to measure and compare traditional venture capital funds’ performances. SPiCE VC proposes to measure its fund not only by its IRR. where the money invested in the fund can be locked in for a long period of time (typically 7 to10 years) and no value is generated until some exits or M&A events begin to occur. This could generate some positive cash flow streams for SPiCE Tokenholders prior to exits by SPiCE VC crystallising the value for SPiCE VC.USD USD USD USD USD USD USD 100.000 110. Simply using measures such as IRR and Cash on Cash (CoC) will not appropriately measure the potential performance of SPiCE VC. The example above is a representation of many traditional funds. write offs.) and assume that an investor in SPiCE Tokens that wants to take advantage of liquidity may liquidate the SPiCE Tokens by selling some SPiCE Tokens to another party for a value representing the increase in NAV of SPiCE VC prior to exits made by SPiCE VC.000 USD 0 150.Liquid IRR and its calculation In order to show to potential SPiCE VC investors how a liquid venture capital fund might have advantages compared to a traditional illiquid venture capital fund. In order to assess the potential value of the additional liquidity..000 USD 0 USD 0 USD 0 60.

In addition whenever a SPiCE Tokenholder transfers SPiCE Tokens their relative “share” in future exits is reduced.and the tokenholder took advantage of the token price by selling tokens in years 4. it is also how start-ups raise money from venture capital funds. 5.235 50.558 29. the investor may also give up some potential upside. This is a choice for the investor based on its investment criteria and liquidity needs. 33 .000 300. The model for investing in liquid start-up projects via ICOs The blockchain is disrupting the venture capital industry in more than one way: it is not just how venture capital funds raise and distribute funds.000 100.5 times but the Liquid IRR would be higher at 31.000 390. if an investor sells its SPiCE Tokens before an exit event involving SPiCE VC selling the underlying investment. Year Year Year Year Yea Year Year Year Year Year Investment 1 2 3 4 5 6 7 8 9 10 .000 340. but also because more people can afford to participate as the investment is anticipated to be more liquid than the traditional fund model.000 NAV USD USD USD USD USD USD USD USD USD USD (+ Exits) 100.000 35. How to calculate Liquid IRR To calculate the Liquid IRR one needs to solve for IRR in the following equation: Where : represents the initial investment : represents cash flows arising from exit proceeds of SPiCE VC from underlying investments being distributed to SPiCE Tokenholders : represents the time from the beginning of CFn occurring : represents cash flows arising from voluntary sale of tokens by a tokenholder : represents the time from the beginning of occurring (does not have to be a whole number) As reflected in the following formula: Where: : represents the token quantity the tokenholder had prior to the sale : represents the token quantity the tokenholder liquidated : represents the total number of tokens in the market The share of a tokenholder in the distribution of an exit is calculated using the following formula: Where: : represents the number of tokens a tokenholder owns : represents the total number of tokens in the market : represents the distributable proceeds of the exit Impact of liquidity event for SPiCE Tokenholders Of course.000 USD 0 USD 0 USD 0 150.000 360.000 100.186 the CoC would still be 4. 7 and 8.000 USD 0 USD 0 USD 0 10. Liquidity = inclusivity The other advantage of SPiCE VC’s token-based venture capital model is that it could open venture capital to new audiences and makes it more inclusive. This is not only because more investors may participate (an advantage in its own right). depending on the value at which the underlying exit occurs. than in comparison to a fund where no liquidity event for an investor during the life of the fund was possible.USD USD USD USD USD USD USD Cash Flow 100.87 per cent.000 135.000 USD 0 98.000 USD 0 10.000 300.000 120.000 450.USD USD USD USD USD USD USD Exit 100.000 Date 1/1/2017 1/6/2017 1/6/2018 1/6/2019 1/6/2020 1/6/2021 1/6/2022 1/6/2023 1/6/2024 1/6/2025 1/6/2026 .000 150.000 60.000 87.000 300.

with massive fluctuations. SPiCE has observed that in last few years a gap developed in this market: it is relatively easy for new start-ups to raise the first money for a new tech idea. SPiCE Investment Thesis What does SPiCE VC invest in? Since 2012. the Founders have witnessed the gap first hand and seen companies reaching the market with great teams and great products but struggling to then raise the interim USD 0. SPiCE VC may also provide investors with greater liquidity than a typical angel investment. are growing significantly. What does a token-based venture capital fund mean for investors? For crypto investors: diversification. tokens are a powerful new way of funding companies. under the traditional equity model. while still smaller. e-commerce and retail. However. but the money raised at this stage. consumer/social apps and services. including blockchain. provided there is demand in the secondary market for the token. the liquidity of a complete asset class is increasing. SPiCE VC offers qualified investors the option to diversify some of their cryptocurrency holdings. of a company and the company later has a USD 100 million exit. or more in less than three years. the venture capital fund can make the same exact exit from the same investment. and other parts of Europe like Spain and Scandinavia. from the previous year. they offer an opportunity for liquid investments and faster exits. but have a right to a return based on the performance of the underlying assets. often does not provide enough runway for most start-ups to reach the ever-growing milestones required for a series A round. Spectrecoin and Stratis ICOs have reportedly had a token price increase of 400 per cent. From a venture capital perspective. gaming. four times. Some ICOs such as the NXT. As entrepreneurs and investors. in addition to Israel. the amount of venture capital raised by companies in Europe and Israel increased from a reported EUR 4. Tokens offer an alternative which is available for investment in cryptocurrencies. SPiCE VC is open to investing in both start-ups via the equity model and the token model – whichever suits the specific company and market conditions best. rather than the state of the market. SPiCE VC cannot guarantee any return on its investments in portfolio companies or any returns for SPiCE Tokenholders. with the added benefit of potentially lower risk due to the investments being made at a later stage in the lifecycle of start-ups.2 billion in 2016. hedge funds have started to invest directly in both company and venture capital tokens. SPiCE VC believes that the token model requires a suitable company is suitable for it. an increase in funding of up to 12 per cent. SPiCE VC’s fund also gives institutional investors exposure to this new asset class. angel investors. venture capital funds have dominated technology investments. France is emerging as a start-up hub as well. With the rise of micro venture capital firms. SPiCE VC could provide such investors an opportunity to enjoy the diversified venture capital portfolio approach. media.SPiCE VC believes that the difficulty for a start-up to secure a venture capital round is one of the main forces driving the current wave of ICOs. In an ICO equivalent scenario. Until now. the company issues tokens for USD 1 each and the venture capital fund buys five million tokens for USD 5 million and then the company becomes successful and the value of the token in the secondary market increases to USD 4: In the traditional equity example. Geographically. IT and software development.5 to USD 2 million required to show the metrics required by bigger venture capital funds. often with only “a team and a dream”. a venture capital fund invests USD 5 million in return for 20 per cent. For accredited/qualified investors: a new world.2 billion to EUR 16. while other ICOs have not and never will. Given that SPiCE VC is also going to invest in blockchain companies and ICOs. For smaller qualified and/or sophisticated investors interested in technology investments. virtual reality. It was reported that venture capital fund raising was also at a record high level in 2016 with close to an estimated USD 10 billion raised. investment instruments like SAFE and the growing popularity of equity 34 . For institutional investors: a tectonic shift. As a simplified example (used only for illustrative purposes). cyber security enterprise and SMB platforms. Theoretically. Suddenly with liquidity at both the fund and company level. the industry in Europe is concentrated in the UK and Germany. For traditional investors. Internet of Things. artificial intelligence. Startupbootcamp. so the venture capital fund will not have to wait for an actual equity exit (which may come years later or may never come at all) and can choose to sell their tokens when the valuation of these tokens reaches USD 4. Wayra. augmented reality. the investment is liquid. accelerators and incubators like. their main options previously were either to invest very early in start-ups – as angels – or to participate in crowdsourcing projects. into a portfolio of technology start-ups across a variety of sectors. The venture capital fund has made a four times return. Entrepreneurs can now be funded directly by their communities. but in the ICO example. This industry is in its very early days and the market is volatile and unpredictable.

Filter 1: Overall Series A / ICO Fundability Series A basic fundability Some of the factors that SPiCE VC will take into consideration when considering whether a company is 12 to 18 months away from a Series A round. those opting for series A rounds and those opting for an ICO – whichever suits the specific company and market conditions best in SPiCE VC’s opinion. SPiCE VC is interested in those companies with a real potential to harness the blockchain to disrupt a market or create an entirely new one. has no critical role or technology gaps and the CEO is a leader. Companisto in Germany or StartupXplorer in Spain. SPiCE VC cannot guarantee that any portfolio company will have a successful series A round or ICO or that any returns will be generated by an investment in a portfolio company. Start-ups are now exploring the ICO route instead of the series A model. iAngels and Exit Valley in Israel. SPiCE VC reserves the right to adapt its investment criteria and/or strategy at any given time. The filters SPiCE VC will use to identify those seven to nine companies a year are set out in the SPiCE Investment Criteria section below.crowdfunding sites such as. As a result. are whether SPiCE VC believes that:  the team is impressive. in SPiCE VC’s opinion. ICO fundability When considering whether to invest in a company that is anticipating an ICO in the following 12 to 18 months.  the market is attractive for series A investors and there is a path to scale. OurCrowd. In SPiCE VC’s opinion. do not have enough runway to reach the necessary metrics and milestones to raise capital from a series A round involving established venture capital firms. CrowdCube and Seedrs in the United Kingdom. if a start-up raised between USD 50. This is. and “too late” for the angels and incubators. the company should. The company’s offering also has to be naturally suitable for the token it sells in SPiCE VC’s opinion. the average A-round is larger and the milestones required to secure them are much more demanding as well. SPiCE VC believes many of the start-ups that received pre-seed and small seed funding through one of the many available mechanisms.000 in an initial angel and/or seed financing. in SPiCE VC’s opinion. it has become relatively easy in the past few years for new start-ups to raise initial seed capital. it is much harder for that start-up to reach the necessary milestones to raise between USD 5 and USD 10 million or more from the venture capital funds and corporates that invest at this stage in Europe and Israel. many successful tech entrepreneurs and executives have turned some of their cash back into fuelling the ecosystem by investing in new start-ups in their own communities and areas of expertise.  which SPiCE VC expects will generate a three to five times increase in company valuation. and so all of SPiCE VC’s filters are designed to analyse both types of companies. in SPiCE VC’s opinion. many start-ups find themselves with potentially great businesses but where they are “too early” for series A rounds. The SPiCE Investment Criteria SPiCE VC will aim to invest in start-ups that could potentially meet the following criteria:  achieving a strong series A funding or a successful ICO.  within 12 to 18 months. This is not an exhaustive list and a company may not satisfy all of the criteria. appear to be a strong series A calibre candidate. The way most current ICOs work is by selling a token which can (or will in the future) be usable in conjunction with the issuer’s platform. due to consolidation and growth in the size of venture capital funds. These are companies that have received seed or pre-seed funding. SPiCE VC has estimated that there are over 500 companies in that gap each year and SPiCE VC aims to identify seven to nine potentially successful start-ups in this gap each year. In addition. In order to satisfy this filter.000 and USD 300. The 35 . a vision and great practical execution. which are most likely to reach the next funding event within 12 to 18 months. designed to find the seven to nine companies a year which SPiCE VC believes are most suitable for the SPiCE VC model.  the product is strong and the technology is differentiated with a defendable competitive advantage. SPiCE VC believes that the series A crunch that occurred in the United States a few years ago is now happening in Europe and Israel. have a working business and are reaching product-market fit. For example. SPiCE VC has developed an investment algorithm with five filters. SPiCE VC will be able to invest in both types of start-ups. SPiCE VC believes that there are fewer series A rounds. but have not yet reached the necessary metrics and milestones to launch a series A round or a successful ICO. and  the company has strong evidence that it is achieving product-market fit. in part.  the company has a positive culture.

proof of concepts and/or partnerships with relevant clients. of funds raised to invest in companies based in Israel and the United Kingdom and 20 per cent. There can be no guarantee that the companies SPiCE VC invests in will have a successful series A round or ICO. If the company’s management or board are not aligned with that model. Candidate companies will not have reached series A milestones when SPiCE VC invests. It will focus on companies that will leverage these technologies to transform established industries and evergreen sectors such as enterprise and SMB platforms. augmented reality/virtual reality. approximately. in SPiCE VC’s opinion. the relevant metrics.value of the token is expected to be relative to the value it gives its users. SPiCE VC expects its targets investments to include companies that are consumer facing companies that are post initial launch and business-to-business companies that are able to show pilots. This may change over time and is dependent on market conditions. SPiCE VC believes that the companies it invests in. retail. It will invest at a specific stage in the start-up lifecycle where SPiCE VC believes the start- up is 12 to 18 months away from a successful series A round or an ICO. which may not be publicly launched yet. such split to be. depending on the circumstances. of funds raised to invest for the rest of Europe. IT and software development. financial services. SPiCE VC is not limited to investing in blockchain start-ups. if the company is successful. an allocation of 80 per cent. but they must show that they track. strategy and growth plan. evaluating. of a company after the initial investment. potential. Therefore SPiCE VC will only look at sectors that can generate start-ups that meet its criteria and avoid start-ups in sectors which traditionally require longer development time such as hardware. a clear vision. cryptocurrencies. SPiCE VC can believe that their value will increase up to five times over several years. Filter 3: Company Stage and Trajectory When it comes to companies targeting a series A round within 12 to 18 months. Filter 4: Fit to SPiCE Business Model For traditional start-ups SPiCE VC is intending to hold approximately 15 to 25 per cent. Internet of Things. a successful ICO. may be able to increase in valuation by up to three to five times over a period of time. It will invest in start-ups that meet its investment criteria and that utilise disruptive new technologies such as blockchain. biotech or medtech. SPiCE VC cannot guarantee that the investments SPiCE VC will make will result in any returns. have a clear plan to reach the required milestones and demonstrate the right trajectory towards these milestones. Filter 5: Vision Alignment Filter SPiCE VC’s target for its portfolio companies will be a strong partnership with a significant series A investor or. if successful. Geographic split SPiCE VC expects its investments to be split based on market conditions and its physical presence in the market. In order for SPiCE VC to invest in a company targeting an ICO. SPiCE VC expects start-ups to arrive from four major sources:  referrals from series A venture capital funds where it is too early for the venture capital fund to invest. 36 . within 12 to 18 months. SPiCE VC will make investments in companies either directly or through subsidiaries of SPiCE VC and will invest through Spice Investments LP for Israeli investments and potentially investments in other jurisdictions. SPiCE VC will not invest. but must have. gaming. e-commerce. The SPiCE Investment Process SPiCE VC’s process for generating. in SPiCE VC’s opinion. the company’s tokens should have such utility that. investing and managing its portfolio has seven stages: Stage 1: Pipeline creation The SPiCE VC team will utilise their network to attempt to generate potential investment opportunities. Therefore. SPiCE VC will not invest in companies where token value is unclear. in SPiCE VC’s opinion. SPiCE VC will only invest in companies that SPiCE VC believes to be at a stage where they have a significant product. strong enough market indicators that the series A milestones are within reach. but must be real and have. media. in SPiCE VC’s opinion. consumer/social apps and services. the company will have to have. It can be pre-market scaling. marketplaces and cybersecurity. where appropriate. artificial intelligence. The companies should be seeking an investment from SPiCE VC to refine and add features to their products and to ready their products to go live before or at the same time as the ICO or the series A round. autonomous systems and big data. Filter 2: Market Sector SPiCE VC is a horizontal fund. which applies where a token is needed for the platform to function.

SPiCE VC does not expect the NAV to change for at least the first year after the Offering closes. at any given time. in SPiCE VC’s opinion. Stage 3: Meeting and Initial Discussions Expectation: An average of one meeting with a new start-up per day per partner. SPiCE VC will work with its team of advisers as needed. the next successful funding event within 12 to 18 months before deciding whether to invest.  referrals from angel investors. through the Founders connections and relationships. in order to help the company transition successfully to the next stage. technology. set out in the SPiCE Investment Criteria section above. At that point. customers and community members. The purpose of the first meeting is to gather enough data to decide if it is worthwhile to pursue deeper analysis. incubators and accelerators. SPiCE will review each filter. At this stage. SPiCE VC will take a less active role on the board of the Company. SPiCE VC will attempt to meet as many founders as possible. SPiCE VC’s plan is to stay with companies until they exit. This means applying SPiCE VC’s filters in parallel to assessing that a start-up is 12 to 18 months away from a strong series A round or a successful ICO in which SPiCE VC can expect a three to five times increase in the valuation of the start-up. SPiCE VC’s approach is to focus its efforts and help to achieve. Once a company has secured a series A investment. SPiCE VC will eliminate companies in which SPiCE VC cannot invest because the companies do not match SPiCE VC’s model. Stage 4: Deep Dive Expectation: An average of one deep dive per week per partner. SPiCE VC intends to have further meetings with the founders and team before conducting reference checks. Subject to the outcome of the negotiations and the terms of the potential deal. The NAV provides a guideline to what the assets are worth at the time of the report’s creation. SPiCE VC intends to have detailed discussions with the companies and to negotiate a term sheet regarding its investments. Stage 5: Term Sheet and Closing Expectation: seven to nine deals per year (approximately on average one deal every six to seven weeks). and  from the SPiCE Tokenholders. at its sole discretion. but SPiCE VC will need to build enough evidence and conviction that the company can reasonably achieve. SPiCE VC will work with companies to ensure that the key metrics are monitored and analysed and that there are strategies in place to improve those key metrics. or in case of token holding. SPiCE VC will work with founders to prepare for either a series A round or an ICO and will contribute its experience. SPiCE VC will seek an exit and return the proceeds to the SPiCE Tokenholders. SPiCE VC will use its network of connections to assist the company in achieving its targets. the market can use it to predict the future value of the SPiCE Token. partners. however. or has closed its ICO. user experience. This is because the NAV is based on portfolio companies’ latest external transactions or relevant 37 . that the token has reached a point where it is the equivalent of an exit. SPiCE VC will seek to invest at the end of this stage. in SPiCE VC’s opinion. SPiCE VC will seek a board position at each portfolio company. SPiCE VC acknowledges that the companies may not satisfy all of the investment criteria. Fund liquidity In order to attempt to increase the liquidity of the SPiCE Tokens:  SPiCE VC will publish the NAV Report on the SPiCE VC website. until SPiCE VC thinks. network and community connections. as well as reviewing the market and competition. intellectual property. Stage 6: Working to secure a strong series A round or successful ICO Expectation: up to four companies per partner. collecting additional metrics and data points for trajectory analysis and an examination of the product. a successful series A round or an ICO. Stage 7: Portfolio management to exit Expectation: up to six to seven per partner. in detail. Stage 2: Review of Materials Expectation: SPiCE VC hopes that its pipeline will generate up to 100 new candidates each month. as well as talking to potential future series A investors. marketing. This report estimates the current value of SPiCE VC’s assets including the value of all portfolio companies and cash.

The algorithm that will be used to calculate the price of each trade against the Reserve and its mechanism will be published on the SPiCE website in due course. SPiCE VC’s NAV calculation method The NAV is calculated as the sum of the estimated fair value of the securities. Such disposal shall not be a Realisation and SPiCE VC shall be free to invest the proceeds from those disposals in accordance with its investment policy. SPiCE VC intends to initially hold approximately 15 to 25 per cent. SPiCE VC intends to launch the Reserve no later than 1 February 2018. If any portfolio companies report negative news. SPiCE VC reserves the right to wind-up the Reserve at any given time. SPiCE VC will not share any more information than is shared by the portfolio companies. typically tokens held as a result of an investment in ICOs. and  Level 3 assets: these assets are a result of an investment in a portfolio company and are in the form of equity in start-up companies.  Level 2 assets: these assets will typically be as a result of investments in ICOs when the tokens are not yet tradable. 30 September and 31 December of each calendar year in respect of its portfolio. there are several methods used to calculate the NAV of venture capital funds. such news will reduce the valuation of the SPiCE Tokens. PwC. The price at which the SPiCE Tokens may be bought from or sold to the Reserve may differ from the market price of the SPiCE Tokens at any given time. of the total proceeds received. SPiCE VC shall release any funds remaining in the Reserve to its general assets available for investment in accordance with its investment policy and shall sell any SPiCE Tokens held in the Reserve on the open market. As SPiCE VC is a venture capital fund focusing on investing in technology companies. but SPiCE VC expects exchanges to start supporting security tokens in the coming months. this will depend on the performance of SPiCE VC and market conditions. SPiCE VC plans to list the SPiCE Tokens on an exchange as soon as practical after the closing of the Offering and potentially list on more exchanges in the future. SPiCE VC’s assets at any given time can be categorised as follows:  Cash and cash equivalents (including ETH and BTC): typically from a Realisation which is yet to be used to fund a Realisation Buyback and/or proceeds from the Offering not yet invested.  SPiCE VC will. EY and KPMG. to windup the Reserve. When SPiCE VC decides. calculated in USD. Reserve liquidity SPiCE VC will allocate up to 5 per cent. in all likelihood. Fund Net Asset Value (NAV) Calculation Policy SPiCE VC will publish a quarterly NAV estimation on 31 March. In general. Token exchanges Token exchanges provide both the platform and the technical infrastructure for people to trade tokens. Being listed on an exchange does not guarantee supply or demand. this may influence the price and/or demand for SPiCE Tokens. Level 1 assets 38 . 30 June. SPiCE VC expects that it will take several months before an investment is made and will be at least a year before an ICO or series A round occurs. not change until one or more of the portfolio companies launches a follow-on round of investment or an ICO or there has been an exit. which are designed to cater for different stages in the life of the fund and to ensure supply and demand in various potential scenarios and for different types of investors. From the third anniversary of the closing of the Offering. the majority of the exchanges are not able to support security tokens. SPiCE VC expects the calculation and adherence of the NAV calculation to accounting practices to be verified by one Deloitte. SPiCE VC will provide further details on the Reserve following the date of this Information Memorandum. SPiCE VC anticipates that the Reserve will increase the liquidity for smaller transfers of SPiCE Tokens (up to hundreds of thousands of dollars). tokens. cash and other assets held by SPiCE VC less all current liabilities. SPiCE VC is attempting to increase the liquidity of the SPiCE Tokens through various options. from the Offering to a reserve (the Reserve). in its absolute discretion. If any portfolio companies are successful. SPiCE VC will use the following methods to calculate the NAV for each category of assets. list the companies it invests in on its website and will share announcements made by its portfolio companies. comparables in the market. Currently. where permitted and subject to any confidentiality obligations. so the calculated NAV will.  Level 1 assets: if relevant. in its portfolio companies.

Level 3 assets SPiCE VC will use a combination of two methods to calculate the NAV for this type of asset:  Precedent Transactions Method: in most cases this will be based on recent funding or acquisitions of similar companies.  Industry Comparables Method: SPiCE VC will. Where the asset is price or denominated in a fiat currency other than USD. : represents level 2 assets. determined by revenue. SPICE VC shall determine that such modifications are advisable in order to reflect factors which may impact the value or cost of any investment including (i) restrictions upon marketability (including the suspension or termination of trading of any liquid investment in any market).The fair value of the assets will be determined by taking their actual quoted market price on the day of the NAV calculation in USD or. The above NAV valuation methods may be modified by SPICE VC if. (ii) the expected costs. compare portfolio companies against publicly listed companies which are clear industry comparables and whose valuation has been validated. and to the extent that. and SPICE LIABILITIES: represents the total liabilities of SPiCE VC. EBITDA or enterprise value metrics. SPiCE VC will provide details of the exchange rate used to convert the value into USD. Calculating the total NAV The total calculated NAV will be the sum of SPiCE VC’s cash and cash equivalent and the calculated NAV for all SPiCE VC assets less any liabilities of SPiCE VC: CASH + NAV( )+ NAV( )+ NAV( ) – SPICE LIABILITIES Where: : represents cash and cash equivalent assets. if the assets are tokens. the average of their quoted market prices on the three largest exchanges (by volume) trading these tokens on the day of NAV calculation (if the tokens are traded on fewer than three exchanges. : represents level 3 assets. Level 2 assets SPiCE VC will use the USD value of the actual amount invested by SPiCE VC as the fair value for this type of asset. Once SPiCE VC has a comparison set. (iii) any distribution made with respect to any liquid investment or any accruals thereon. it will find the average enterprise value/EBITDA multiple and use that multiple as the basis for valuing the portfolio company. the average quoted market price by the largest exchange (by volume) on which the tokens are traded shall be used). 39 . of liquidating any liquid investment or other asset. where possible. including brokerage commissions. : represents level 1 assets. In some instances the data might be hard to obtain or might be out of date and represent SPICE VC’s estimate of the value of the asset.

entrepreneur and early stage investor. He was the President and CEO of Telefonica R&D and CEO of New Business and Innovation at Telefonica Digital. 40 . he served as a CIO at Capital One from Capital One’s inception to becoming a Fortune 500 company. He has been CTO. he has experience of bringing products to market and raising funds for his companies from venture capitalists. On the entrepreneurial side. as well as co-founder and board member of Wayra. Tal Elyashiv Tal is a senior executive. an angel investment fund co-invested by the European Invested Bank. He has founded four companies. and as Senior Vice President in Bank of America where he led the technological development of the consumer banking business. entrepreneurial and corporate expertise. CEO or board member of multiple tech start-ups. business messaging. he is the founder of Sling Ventures. Carlos Domingo Carlos is a senior executive. managing them. mobile search engines and a mobile AI-powered phone interface. He has also made many successful angel investments and has served as a board member of multiple start-ups. Carlos was also one of the leaders of open source project Firefox OS. CRM applications. They know the technology ecosystem intimately and have a strong network in the technology community. On the business side. one of the founders of Dubai Angel Investors. Tal was the founder and CEO of three start-ups in China. Amihay Ben David Ami is a serial entrepreneur and product innovator. where he was the inventor of key products and led their subsequent marketing. mobile content distribution. ABOUT THE FOUNDERS The founding team at SPiCE is comprised of three experienced and complementary individuals that bring a wealth of investment. the Founders have been involved in building technology companies from scratch. He was then Head of Technology at 888 Gaming and at BondDesk. the United States and Israel. In the financial industry. Ami was also a Vice President in the Investments division of Magma VC and was a Senior Vice President involved in establishing and running the European and Asian operations of Oberon Media. entrepreneur and investor. managing 1. a Venture Partner in THCAP VC and he previously managed the corporate venture capital of Telefonica Digital. one of the world’s largest corporate accelerators. Throughout their careers. His products ranged across internet banking. On the investment side.200 IT professionals. investing in them and securing venture capital for them.

 Repurchase Price is the price per SPiCE Token as determined pursuant to the above. (ii) the Realisation Amount to be shared amongst SPiCE Tokenholders pro rata to each SPiCE Tokenholder’s holding of SPiCE Tokens. which shall be set out in the SPiCE Token Instrument. SPiCE VC will pay the proceeds of the Realisation Buyback to a SPiCE Tokenholder subject to the SPiCE Tokenholder meeting the requirements of the SPiCE Tokenholder Checks. the Repurchase Price shall be the NAV per SPiCE Token. Following the publication of the Realisation Buyback Notice. and (iii) the information SPICE Tokenholders will need to provide in order to complete the SPiCE Tokenholder Checks. SPiCE VC reserves the right to pay the Realisation Amount to the SPiCE Tokenholder in another currency of its choice. The SPiCE Tokens have no voting. advisers and service providers. shall be issued to the Founders. a Regulatory Redemption and a Liquidity Buyback as further set out below. other than on a Realisation Buyback. ERC20 standard is an industry standard for tokens issued on the Ethereum blockchain and requires certain standard functions and events to be included into the software code. Any return of capital to SPiCE Tokenholders will occur through the Realisation Buyback process of the SPiCE Tokens as described below. the Repurchase Price shall be the higher of (i) the market price of the SPiCE Token (determined to be the average price at 8:00 a.5 per cent. (London time) on the day before the Realisation Buyback Notice is published over the three largest cryptocurrency exchanges trading the SPiCE Token by volume).000 SPiCE Tokens will be offered pursuant to the Offering. once the proceeds of the Realisation have been transferred to SPiCE VC and all fees and expenses have been deducted.000. Of the Total Issued SPiCE Tokens:  7.5 per cent. SPiCE VC shall publish a Realisation Buyback Notice. A SPiCE Tokenholder’s proportion of the Realisation Amount shall be paid in ETH.m. pre-emptive or conversion rights and offer redemption rights only for SPiCE VC. Smart Contract The SPiCE Tokens will be issued electronically and comply with the ERC20 smart contract standard consisting of software code. In aggregate up to 130. there will be a Realisation Buyback subject to the terms and conditions of the SPiCE Token Instrument at a price to be determined by SPiCE VC. shall be reserved to pay to SPiCE VC’s partners. using the funds received from the Realisation (after the deduction of any applicable fees and expenses). and  7. The Realisation Buyback Notice shall state: (i) date and time the Realisation Buyback will take effect. and  Issued SPiCE Tokens is the total number of SPiCE Tokens held by SPiCE Tokenholders. distribution. and (ii) the NAV per SPiCE Token. In advance of a Realisation Buyback. The number of issued SPiCE Tokens to be repurchased in a Realisation Buyback by SPiCE VC following a Realisation shall be determined using the following formula: where:  Net Realisation Proceeds are the proceeds from the Realisation less any applicable fees and expenses. Realisation Buybacks If there is a Realisation in the portfolio of investments held directly or indirectly by SPiCE VC. and  for the Final Realisation Buyback. 41 . This section sets out the key terms of the SPiCE Tokens. Distribution Policy The SPiCE Tokens have no distribution or dividend rights. The Repurchase Price on a Realisation Buyback shall be determined as follows:  for all Realisation Buybacks (other than the Final Realisation Buyback). existing on the Ethereum blockchain (the Smart Contract). DESCRIPTION OF THE SPiCE TOKENS Each SPiCE Token will be issued by SPiCE VC. The software code of this Smart Contract is open source and will be published on the SPiCE VC website in due course. converted from USD at the prevailing exchange rate at the time of the Realisation Buyback available to SPiCE VC.

or (b) if the Realisation Buyback occurred on or after the fourth anniversary of the closing of the Offering. to redeem the relevant Blocked SPiCE Tokens pursuant to a Regulatory Redemption or to burn the relevant Blocked SPiCE Tokens and not to pay the Repurchase Price of the SPiCE Tokens subject to the Realisation Buyback to that SPiCE Tokenholder. that SPiCE Tokenholder shall forfeit its right to its pro rata proportion of the Realisation Amount in respect of its Blocked SPiCE Tokens and shall waive all rights to such amount. but if there are any. in its sole discretion. If a SPiCE Tokenholder fails to meet the requirements of the SPiCE Tokenholder Checks to the satisfaction of SPiCE VC in its absolute discretion within 30 days of the SPiCE Tokens being designated Blocked SPiCE Tokens. on any particular day drops below 70 per cent. or (iii) the funds available from liquidation of the assets of SPiCE VC and SPiCE Investments LP within the following three month period (the Redemption Price). That SPiCE Tokenholder’s pro rata share of the Realisation Amount in respect of its Blocked SPiCE Tokens shall be returned to SPiCE VC to be dealt with as follows: (a) if the Realisation Buyback occurred prior to the fourth anniversary of the closing of the Offering. Failure by a SPiCE Tokenholder to validly provide information required to complete the SPiCE Tokenholder Checks may result in the SPiCE Tokenholder’s SPiCE Tokens being designated Blocked SPiCE Tokens by SPiCE VC in its sole discretion. SPiCE VC reserves the right. in each case. in its absolute discretion. in its sole discretion. On a Realisation Buyback. SPiCE VC may. Following such event the SPiCE Tokenholder whose SPiCE Tokens were burned will have no further right or claim to the SPiCE Tokens or against SPiCE VC. determined to be the average price at 8:00 p. SPiCE VC does not expect to receive any dividends from start-ups. (London time). and complying with the terms and conditions of the Token Instrument. SPiCE VC reserves the right. a SPiCE Tokenholder’s SPiCE Tokens are still Blocked SPiCE Tokens. to the satisfaction of SPiCE VC in its absolute discretion. (ii) the then NAV per SPiCE Token. of the NAV per SPiCE Token based on SPiCE VC’s most recent NAV Report.m. in its sole discretion.including verifying the identity of any digital wallets to which the proceeds of the Liquidity Buyback will be sent. that SPiCE Tokenholder will not be able to transfer its SPiCE Tokens or participate in a Realisation Buyback of its SPiCE Tokens. Prior to transferring the proceeds of a Liquidity Buyback. Liquidity Buybacks If the market price of a SPiCE Token. to be returned to the SPiCE Tokenholders as part of the next Realisation Buyback. the holders of the Blocked SPiCE Tokens will not be able to receive their pro rata share of the Realisation Amount in respect of the Blocked SPiCE Tokens on the date of the Realisation Buyback. to be used for investment purposes. Voting SPiCE Tokenholders will not be entitled to any voting rights or other management or control rights in relation to SPiCE VC or any of SPiCE VC’s investments. that SPiCE Tokenholder shall be able to receive its pro rata proportion of the Realisation Amount in respect of the Blocked SPiCE Tokens from SPiCE VC. In the event that a SPiCE Tokenholder’s SPiCE Tokens are designated as Blocked SPiCE Tokens. they shall be treated as a Realisation. (London time) over the three largest cryptocurrency exchanges trading the SPiCE Token by volume. upon receipt of 42 . The Blocked SPiCE Tokens will remain inactive until the requested information is provided by the SPiCE Tokenholder and the SPiCE Tokenholder meets the requirements of the SPiCE Tokenholder Checks to the satisfaction of SPiCE VC in its absolute discretion. whether to burn or resell the redeemed SPiCE Tokens pursuant to a Liquidity Buyback. in its sole discretion. over the three largest cryptocurrency exchanges trading the SPiCE Token by volume on the day prior to the redemption). so that that SPiCE Tokenholder’s SPiCE Tokens are no longer Blocked SPiCE Tokens. purchase SPiCE Tokens on the open market in exchange for ETH (or such other currency as SPiCE VC may choose in its sole discretion). at a redemption price calculated as the lower of (i) 100 per cent. there are any Blocked SPiCE Tokens. including verifying the identity of any digital wallet to which the proceeds of the Liquidity Buyback will be sent. If. to the satisfaction of SPiCE VC in its absolute discretion. Regulatory Redemption SPiCE VC may at any time redeem all or some of the SPiCE Tokens. All SPiCE Tokens or fractions of SPiCE Tokens repurchased through a Realisation Buyback by SPiCE VC will immediately be burned. If the SPiCE Tokenholder complies with the terms and conditions of the SPiCE Tokens and meets the requirements of the SPiCE Tokenholder Checks to the satisfaction of SPiCE VC in its absolute discretion within 30 days of the Realisation Buyback. as set out in the Realisation Buyback Notice. of the market price per SPiCE Token (determined to be the average price at 8:00 a. 30 days after the Realisation Buyback. Any such sale will not be a Realisation. If. either by sending a unique identifier from the digital wallet to SPiCE VC or by any other processes specified by SPiCE VC. a SPiCE Tokenholder must meet the requirements of the SPiCE Tokenholder Checks. within 10 days of the publication of the Realisation Buyback Notice. either by sending a unique identifier from the digital wallet to SPiCE VC or by any other processes specified by SPiCE VC.m. subject to applicable laws and regulation. to designate a SPiCE Token as a Blocked SPiCE Token and to burn the relevant Blocked SPiCE Tokens in accordance with the terms and conditions of the SPiCE Tokens. SPiCE VC shall decide. at the time of a Realisation Buyback. SPiCE VC shall be able to repurchase fractions of SPiCE Tokens.

if determined by SPiCE VC. there can be no assurance as to the liquidity of. of the total proceeds of the Offering per annum. SPiCE VC shall distribute 85 per cent.S. Reporting SPiCE VC will publish the NAV Report on the SPiCE VC website on 31 March. SPiCE Manager’s and SPiCE GP’s fees will be paid quarterly in advance. can only be made to a maximum of 99 beneficial owners that are U. 30 September and 31 December of each calendar year in respect of its portfolio. the Term Liquidation will occur with SPiCE Manager appointed as the liquidator.S. pledged or otherwise transferred in the period which is two weeks before the publication of each NAV Report.information that the status of the relevant SPiCE Tokenholder may cause regulatory concern for SPiCE VC. legal and tax expenses will be charged to SPiCE VC. regulatory or compliance requirements. Redemption. either by sending a unique identifier from the digital wallet to SPiCE VC or by any other processes specified by SPiCE VC.S. SPiCE VC will issue a notice of redemption at least 30 and not more than 60 calendar days prior to the date fixed for redemption (the Redemption Date). if ever made. on average over the seven years of the fund. Persons. other than on a liquidation at the end of the Term (the Term Liquidation) of SPiCE VC. which can be extended by a further two years.S. SPiCE VC intends to list the SPiCE Tokens on multiple cryptocurrency exchanges that accept tokens. SPiCE VC is under no obligation to redeem the SPiCE Tokens at any time. for the SPiCE Tokens. or the trading market. (ii) to enforce against any non-compliance with the terms of the SPiCE Tokens or the SPiCE Tokenholder Checks. There is no assurance that the prices at which the SPiCE Tokens will sell in the market after the Offering will not be lower than the Offering Price or that an active trading market for the SPiCE Tokens will develop and continue after the Offering. as described in this Information Memorandum under “Description of the SPiCE Tokens — Regulatory Redemption”. Carry Once the Realisation Buybacks have in aggregate returned to SPiCE Tokenholders the amount raised in the Offering.5 per cent. to be in the best interests of the SPiCE Tokenholders (the Term). with no established trading market. of all further Realisations to the SPiCE Tokenholders in accordance with the Realisation Buyback process and shall distribute the remaining 15 per cent. in SPiCE VC’s absolute discretion. 30 June. Ongoing Expenses Ongoing operational costs including accounting. and (iii) to ensure compliance with any other legal. SPiCE VC does not intend to list the SPiCE Tokens on any national securities exchanges. The selected 99 beneficial owners that are U. Term of the SPiCE VC SPiCE VC has a fixed termination date of seven years from the date of the closing of the Offering.S. to SPiCE Manager and SPiCE GP. The purpose of this regulatory redemption provision is (i) to maintain the number of U. Listing The SPiCE Tokens will constitute a new class of securities. subject to applicable laws and regulation or can be burned. At the end of the Term. sold. 2. Persons. Investor Allocation The SPiCE Tokens will only be available for purchase by up to a maximum of 99 verified beneficial owners that are “accredited investors” (as Defined in Regulation D under the Securities Act) that are U. SPiCE VC shall redeem the SPICE Tokens in exchange for the Redemption Price. Management Fees SPiCE Manager and SPiCE GP will in aggregate be paid by SPiCE VC and SPiCE Investments LP respectively an amount equal to. offering conditional rights to the returns based on the underlying assets of SPiCE VC in accordance with the terms of the SPiCE Tokens. SPiCE Manager. a SPiCE Tokenholder must meet the requirements of the SPiCE Tokenholder Checks. The SPiCE Tokens may not be offered. including verifying the identity of any digital wallet to which the proceeds of a Regulatory Redemption will be sent. Persons holding SPiCE Tokens at 99 persons or fewer. Such redeemed SPiCE Tokens can be sold again by SPiCE VC. Persons who purchased SPiCE Tokens in the Offering. Prior to transferring the proceeds of a Regulatory Redemption. with priority granted for U. to the satisfaction of SPiCE VC in its absolute discretion. SPiCE Tokenholders will not have any liquidation rights in the event of the bankruptcy or liquidation of SPiCE VC. Liquidation Rights Subject to applicable law. On the Redemption Date. SPiCE GP and SPiCE Investments LP (if formed). Persons will be notified that they have been selected on or before the date 15 calendar days before redemption by e-mail 43 . Accordingly.

at a market rate with minimal slippage. EUR. all SPiCE Tokens issued to successful Subscribers will be deposited into Ethereum wallets. and the SPiCE Tokenholder will have no further claim or right to such amount. Any U. EUR. Upon the closing of the Offering. BTC and ETH in both the Pre-Sale and the Main Sale.  There is no minimum subscription amount for Non-U. for any reason and that the same shall be deemed to be accepted by SPiCE VC only when SPiCE Tokens are issued. ETH or BTC).S. Persons must subscribe for a minimum amount of USD 50. Person following the Offering are warned that such transfer is not permitted pursuant to the transfer and resale restrictions applicable to the SPiCE Tokens and that any such transfer or sale may result in the loss of the full value of their investment. including that they may be unable to redeem such SPiCE Tokens.S. to accept or reject subscriptions for SPiCE Tokens. and the SPiCE Tokens may be allocated among Subscribers by SPiCE VC in its sole discretion. ETH and BTC to convert into U. and will be required to make undertakings to the SPiCE Token Platform that they will. U. the SPiCE 44 . The SPiCE Tokenholder will be asked to provide the instructions where the returned funds should be sent to. The minimum subscription amounts for the Pre-Sale are as follows:  U.S.000 (or an equivalent amount in EUR. ETH and BTC). and  Non-U. at their sole discretion.to the e-mail address maintained on the SPiCE Token Platform. Transfer On a transfer of a SPiCE Token from a SPiCE Tokenholder to a transferee (the SPiCE Token Transferee). of any GST). dollars within several business days following a successful closing of the Offering. Exchange Rate The currency of the SPiCE Tokens will be U. Form of Ownership The SPiCE Token is a digital token on the Ethereum blockchain with an ability to execute code. within two business days of closing the book building. The minimum subscription amounts for the Main Sale shall be as follows:  U. dollars with the exchange that has offered the best terms. Persons must subscribe for a minimum amount of USD 200. SPiCE VC. BTC and ETH received will then be converted to U.S.S. will determine a portion of the funds collected in EUR.S. Person outside the United States of America in an offshore transaction in compliance with Rule 903 or Rule 904 under the Securities Act. SPiCE VC will aim to convert the cryptocurrency received on a best-execution basis.S. not sell unless they sell (A) to a Non-U. The total number of SPiCE Tokens to be issued to each Subscriber shall be determined in accordance with the process set out in the section of this Information Memorandum entitled “The Offering”. Persons must subscribe for a minimum amount of USD 50. Persons permitted to purchase SPiCE Tokens will also be required to maintain their SPiCE Tokens on the SPiCE Token Platform for a period of one year from the issuance of the SPiCE Tokens to comply with Section 144 of the Securities Act.S. or (b) to any single beneficial owner that is a U. Persons subscribing for SPiCE Tokens in ETH or BTC.S. the funds shall be deemed to become the property of SPiCE VC. Person but only if they sell all of their SPiCE Tokens to that U. SPiCE VC will approach three cryptocurrency exchanges and institutional liquidity providers where it has accounts open.S.S. at its complete discretion. investor’s contact details. Person offered SPiCE Tokens by a Non-U.000 (or equivalent in EUR. Subscriptions need not be accepted in the order received. SPiCE VC anticipates that the SPiCE Tokens will be sent to the digital wallet from which the payment of the Subscription Amount in ETH or BTC was received or to the digital wallet set out in the Subscription Form where the payment of the Subscription Amount has been made in USD or EUR.S. which SPiCE VC will be able to invest in accordance with SPiCE VC’s investment policy. It is understood and agreed that SPiCE VC shall have the sole right.000 (or an equivalent amount in EUR).S. Subscribers shall subscribe for SPiCE Tokens in one of USD.S.000 (or an equivalent amount in EUR. Person and notify the SPiCE Token Platform of the new U. ETH or BTC). Subscribers will be alerted to the closing and whether they were successful in subscribing by e-mail and an update to their accounts. Persons subscribing for SPiCE Tokens in EUR or USD must subscribe for a minimum amount of USD 50. in whole or in part. in the case of Singapore.  Non-U. ETH or BTC from a redemption will be attempted to be returned by e-mail invitation to the e-mail address given by a SPiCE Tokenholder. if they remove their SPiCE Tokens from the SPiCE Token Platform. dollars and the price per SPiCE Token will be USD 1 (inclusive. Unclaimed Funds Unclaimed USD.S. If the SPiCE Tokenholder does not respond for a period of 60 days following an e-mail requesting instructions for a refund. and request quotes from each of those exchanges.

other than to the Reserve. unless otherwise agreed by SPiCE VC and the holder thereof. PERSON OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT. the registration requirements of the Securities Act and any other applicable securities laws. ACCORDINGLY.S.S. or in a transaction not subject to. The Blocked SPiCE Tokens will remain blocked until the requested information is provided by the SPiCE Token Transferee and the SPiCE Token Transferee meets the requirements of the SPiCE Tokenholder Checks to the satisfaction of SPiCE VC in its absolute discretion. (4) If such purchaser is an acquirer in a transaction that occurs outside the United States within the meaning of Regulation S. (3) It is acquiring the SPiCE Tokens for its own account for investment purposes only and not with a view to resale or distribution. and SPiCE VC does not intend to register the SPiCE Tokens under such laws. The SPiCE Tokens are being offered and issued. sold. U. warrant. (C) TO THE 45 .S. within 30 days of the transfer. be deemed to bear a legend substantially to the following effect: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U. unless so registered. only outside the United States to persons other than U.S.S. in its sole discretion. OR FOR THE ACCOUNT OR BENEFIT OF. SOLD. the SPiCE Tokens may not be offered. (2) It understands that the SPiCE Tokens are not registered under the Securities Act or any other securities laws. Person or for the account or benefit of a U. securities laws. in its absolute discretion. (5) If such purchaser is an acquirer in a transaction occurring inside the United States. SPiCE VC reserves the right.S. EXCEPT (A) IF IT IS A U.S.Token Transferee will be required to provide to SPiCE VC the information requested by SPiCE VC in its absolute discretion in order for SPiCE VC to comply with its reporting obligations under FATCA. state securities or blue sky laws and non-U. AND. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN. which is to be provided on transfer) to the satisfaction of SPiCE VC.S. it acknowledges that it may not sell or otherwise transfer the SPiCE Tokens at any time to a U. (6) It understands that the SPiCE Tokens will. In the event that a SPiCE Token is designated an Blocked SPiCE Token.S. If a SPiCE Token Transferee fails to meet the requirements of the SPiCE Tokenholder Checks to the satisfaction of SPiCE VC in its absolute discretion within 30 days of the SPiCE Tokens becoming Blocked SPiCE Tokens. pledged or otherwise transferred within the United States or to or for the account of any U. PERSON. Transfer Restrictions The issuance and sale of the SPiCE Tokens have not been registered under the Securities Act or any other applicable securities laws and. (B) IF IT IS A NON-U.S. Following such event the SPiCE Token Transferee will have no further right or claim to the SPiCE Tokens or against SPiCE VC. sell or transfer the SPiCE Tokens.S. and that after such date it will not be permitted to sell or otherwise transfer the SPiCE Tokens to any other U. PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO.S. the information required to complete the SPiCE Tokenholder Checks may result in the SPiCE Token Transferee’s SPiCE Tokens being designated Blocked SPiCE Tokens by SPiCE VC. Person unless they sell all of their SPiCE Tokens to a single U. Person” and is acquiring the SPiCE Tokens in an “offshore transaction” (each as defined in Rule 902 of Regulation S under the Securities Act). THEN NOT UNTIL THE FIRST ANNIVERSARY OF THE ISSUANCE OF THE SPiCE TOKENS AND NOT TO ANY U. within the timeframe. THE HOLDER: (1) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY. and agree as follows: (1) Either it is: (A) an “accredited investor” (as defined in Rule 501 of Regulation D under the Securities Act). Person. PERSONS. and agree as follows will be deemed to represent. EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. in its absolute discretion to burn the SPiCE Tokens. Failure by a SPiCE Token Transferee to validly provide on the transfer the information required by SPiCE VC in its absolute discretion in order for SPiCE VC to comply with its reporting obligations under FATCA may result in the SPiCE Token Transferee’s SPiCE Tokens being designated Blocked SPiCE Tokens by SPiCE VC. or (B) not a “U. Each purchaser of SPiCE Tokens will be deemed to represent. PERSON. warrant. Person within the meaning of Rule 902 under the Securities Act. as permitted under applicable laws and regulations or pursuant to registration or exemption therefrom.S. except pursuant to an exemption from. The SPiCE Token Transferee shall also provide the information requested to complete the SPiCE Tokenholder Checks (other than the information provided in respect of FATCA.S. Person. in its absolute discretion. it acknowledges that until one year following the issuance of the SPiCE Tokens it will not be permitted to offer. the SPiCE Token Transferee will not be able to transfer its SPiCE Tokens or participate in a Realisation Buyback of its SPiCE Tokens. AS AMENDED (THE SECURITIES ACT). MAY NOT BE OFFERED. including U. PERSON (AS DEFINED IN REGULATION S) UNLESS THEY SELL ALL OF THEIR SPiCE TOKENS TO A SINGLE U.S. Failure by a SPiCE Token Transferee to validly provide. Persons in reliance upon Regulation S under the Securities Act. SECURITIES ACT OF 1933.

Similar Laws). it represents that it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgments. to it with respect to the issuers or the offer or sale of any SPiCE Tokens.S. AS PERMITTED UNDER APPLICABLE LAWS AND REGULATIONS OR PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM AND IN ACCORDANCE WITH THE TERMS OF THE SPiCE TOKENS. state. implementing the Standard for Automatic Exchange of Financial Account Information in Tax Matters (for the wider approach) developed and published by the Organisation for Economic Co-operation and Development. local. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively. individual retirement account or other arrangement that is subject to Section 4975 of the U. (13) It acknowledges that SPiCE VC and others will rely upon the truth and accuracy of the foregoing acknowledgments. IN EACH CASE. the SPiCE Tokens or any other matter relevant to its decision to acquire the SPiCE Tokens (including a copy of this Information Memorandum) is or has been made available to it. representations and agreements and agrees that if any of the acknowledgments. (8) It acknowledges that (a) none of SPiCE VC or any person acting on its behalf has made any statement. except upon presentation of evidence satisfactory to SPiCE VC that the restrictions set forth herein have been complied with. that it is a “qualified investor” within the meaning of the Prospectus Directive. If it is acquiring the SPiCE Tokens as a fiduciary or agent for one or more investor accounts. (b) plan. (12) It acknowledges that SPiCE VC will not be required to accept for registration of transfer any SPiCE Tokens acquired by it. representations or agreements deemed to have been made by its purchase of the SPiCE Tokens are no longer accurate. or (c) entity whose underlying assets are considered to include “plan assets” of any such plan. and (b) any information it desires concerning SPiCE VC. before any Subscriber will be issued with SPiCE Tokens. AND (2) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (1)(E) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. or (ii) a person falling within Article (2)(a) to (d) of the Order.S. commonly known as the Common Reporting Standard (CRS) and the US Foreign Account Tax Compliance Act (FATCA) each require certain Singaporean financial entities (which may include SPiCE VC) to report certain information regarding certain financial accounts (which may include SPiCE Tokens) to the Inland Revenue Authority of Singapore (IRAS) and to follow related due diligence procedures. (b) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the SPiCE Tokens. SPiCE Tokenholders may be requested by SPiCE VC to provide certain information and certifications to ensure that SPiCE VC can comply with its CRS 46 . and (c) (or the account for which it is acting) has the ability to bear the economic risks of its prospective investment in the SPiCE Tokens and can afford the complete loss of such investment. Internal Revenue Code (the Code) or provisions under any other federal. PERSON” HAVE THE MEANING GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. account or arrangement or (ii) the purchase and holding of the SPiCE Tokens will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar violation under any applicable Similar Laws. Accordingly Subscribers for SPiCE Tokens will be required to provide SPiCE VC with certain information and signed or positively affirmed certifications to ensure that SPiCE VC can comply with its due diligence and reporting obligations relating to CRS and/or FATCA. representation.” “UNITED STATES” AND “U. IN ACCORDANCE WITH APPLICABLE STATE AND LOCAL SECURITIES LAWS. (11) If it is located or resident within the United Kingdom. and the Singapore-US intergovernmental agreement and other agreements or treaties entered into by Singapore. or (iii) any other person to whom the Offering may otherwise lawfully be communicated under the Order. non-U. (9) Either (i) no portion of the assets used by it to purchase or hold the SPiCE Tokens constitutes assets of any (a) employee benefit plan that is subject to Title I of ERISA. OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND. representations and agreements on behalf of each account. RESERVE. or warranty. SPiCE VC’s obligations to comply with laws and regulations relating to the US Foreign Account Tax Compliance Act and the OECD Common Reporting Standard Singapore laws and regulations. that it is (i) an “investment professional” within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order).S. (7) It (a) is able to act on its own behalf in the transactions contemplated by this Information Memorandum. AS USED HEREIN THE TERMS “OFFSHORE TRANSACTION. it shall promptly notify SPiCE VC. other than the information included in this Information Memorandum. express or implied. (10) If it is located or resident within a member state of the European Economic Area. (D) TO SPiCE VC OR ANY SUBSIDIARY THEREOF.

i. trustee(s). persons in equivalent or similar positions). For Subscribers or SPiCE Tokenholders which are not natural persons. natural persons who exercise direct or indirect control over it (including.  their jurisdiction(s) of tax residence.e. As detailed in the section “Risk Factors – Risks Relating to the SPiCE Tokens” failure to validly provide information requested by SPiCE VC in its absolute discretion in order to comply with its obligations under CRS. and to any other tax authority with which IRAS has in force a CRS Competent Authority Agreement or to which a multilateral competent authority agreement on the automatic exchange of financial account information applies. the settlor(s).  their date of birth. (for example.  their Taxpayer Identification Number (TIN) or equivalent number (if any). This information may be provided by IRAS to the US Internal Revenue Service. FATCA may result in a SPiCE Token being determined as a Blocked SPiCE Token by SPiCE VC in its absolute discretion. and any other natural person(s) exercising ultimate effective control over the trust. beneficiary(ies) or class(es) of beneficiaries. The term "Controlling Persons" should also be interpreted in a manner consistent with the Financial Action Task Force Recommendations meaning that (amongst other things) a stake which is not sufficient to result in outright legal control (for example.and FATCA obligations. to provide the above information and certifications in respect of some or all of their “controlling persons”. If a SPiCE Tokenholder fails to satisfy the requirements of the SPiCE Tokenholder Checks in SPiCE VC’s absolute discretion. and  the date on which the SPiCE Tokenholder acquired or disposed of any SPiCE Token. in the case of a trust. also be required in certain cases. If it is a natural person this may include (without limitation):  their name. Prospective investors or. The required information and certifications from a Subscriber or a SPiCE Tokenholder will depend on whether the Subscriber or a SPiCE Tokenholder is a natural person. protector(s) (if any). the Subscriber or SPiCE Tokenholder would in addition to providing information and certifications about itself. following completion of the Offering. SPiCE VC reserves the right. in its sole discretion to burn the SPiCE Tokens. where it is regarded as a passive non-financial entity for FATCA or CRS purposes). within 30 days of the SPiCE Tokens becoming Blocked SPiCE Tokens. a 25% interest) may be regarded as "controlling" for the purposes of FATCA and/or CRS reporting. and in the case of a legal arrangement other than a trust. This information may be requested at any time by SPiCE VC from SPiCE Tokenholders and may be requested on an ongoing basis or on a transfer of SPiCE Tokens.  whether it is a US citizen. 47 .  their address. SPiCE Tokenholders who have any questions in the event of a request for information from SPiCE VC or about how to determine their tax residency status should contact their tax adviser.

It is proposed that SPiCE VC will be a limited partner. It currently has an issued share capital of USD 3 and its issued share capital is held by Tal Elyashiv. It is proposed that the sole general partner will be SPiCE GP. The directors of SPiCE Manager are Tal Elyashiv. SPiCE GP or any of their respective personnel or affiliates is obligated to make any particular investment opportunity available to SPiCE VC or SPiCE Investments LP respectively. SPiCE Manager and the Founders. 48 . remuneration or other benefits made or received as a result of such transaction or service nor will SPiCE Manager's or SPiCE GP’s fees be abated. SPiCE GP. SPiCE Manager or SPiCE GP may. without prior notice to SPiCE VC or SPiCE Investments LP. SPiCE Manager. SPiCE Investments LP and the Founders. including those with substantially the same investment objectives as SPiCE VC or SPiCE Investments LP. It is intended that SPiCE Investments LP will be formed after the date of this Information Memorandum. SPiCE Tokenholders will not be entitled to any fiduciary duty protections from SPiCE VC. Conflicts may arise in the allocation of investment opportunities. its registered office is at 50 Collyer Quay. Amihay Ben David and Carlos Domingo. #09-01 OUE Bayfront. SPiCE Manager and SPiCE GP may also have conflicts of interest in allocating time. Its directors are Tal Elyashiv. and which may pursue its investment activities by contributing its assets to SPiCE VC. SPiCE GP and the key men involved in senior management positions in SPiCE Manager and SPiCE GP. their respective personnel or affiliates manage or for themselves. As at the date of this Information Memorandum. the Founders. SPiCE GP or the Founders have a direct or indirect material interest or a relationship of any description with another party which may involve an actual or potential conflict with SPiCE Manager's or SPiCE GP’s duty to SPiCE VC or SPiCE Investments LP respectively so long as SPiCE Manager and SPiCE GP comply with the conflicts of interest policy. each of whom hold one ordinary share of USD 1. Carlos Domingo and Denise Fatima Galistan. SPiCE Manager. Conflicts of interest and fiduciary responsibilities Conflicts of interest may arise in future between SPiCE VC. None of SPiCE Manager. as implemented by the United Kingdom. which SPiCE VC. Singapore. commissions. 049321. Amihay Ben David and Carlos Domingo. A conflicts of interest policy will be implemented by SPiCE VC.000 and its issued share capital is held by Tal Elyashiv. SPiCE GP will be incorporated under the laws of the Cayman Islands at a later date. either for other accounts that SPiCE Manager. who will manage SPiCE Investments LP. as a small AIFM. SPiCE Manager was incorporated under the laws of the Cayman Islands on 11 September 2017. Amihay Ben David and Carlos Domingo. SPiCE Manager has an authorised share capital of USD 50. SPiCE Investments LP. ADDITIONAL INFORMATION General information SPiCE VC was incorporated under the laws of Singapore on 19 September 2017. Cayman Islands. may in the future serve as investment manager for other investment funds and investment accounts. services and functions to SPiCE VC and SPiCE Investments LP. SPiCE Investments LP and the Founders intend to act in accordance with at all times. PO Box 309. KY1-1104. Therefore SPiCE Manager or SPiCE GP and certain of its respective personnel or affiliates including the Founders. SPiCE Manager. SPiCE GP or any of their respective personnel or affiliates are not obliged to give any prior notification to SPiCE VC or SPiCE Investments LP respectively of any material interests. act in circumstances in which SPiCE Manager. Ugland House. SPiCE GP. are not obligated to devote any specific amount of time to the affairs of SPiCE VC and SPiCE Investments LP and they will devote such time to the affairs of SPiCE VC and SPiCE Investments LP as they determine to be necessary for the conduct of the business of SPiCE VC and SPiCE Investments LP. SPiCE Manager. Grand Cayman. and also including additional investment funds and/or client accounts with investment objectives that differ in some respects to SPiCE VC’s and SPiCE Investments LP’s investment objective. has notified the FCA of its intention to market the SPiCE Tokens issued by SPiCE VC to UK professional investors pursuant to the AIFMD. in order to avoid conflicts of interest arising. SPiCE GP or any of their respective personnel or affiliates are not under any duty to account to the SPiCE VC or SPiCE Investments LP for any of its or its personnel’s or affiliates' profits. The registered office of SPiCE Manager is at Maples Corporate Services Limited. however there can be no assurance that conflicts of interest may still arise. and they may take advantage of any opportunity. Amihay Ben David. each of whom holds one share in SPiCE Manager. Use of proceeds and expenses The gross proceeds of the Offering will used by SPiCE VC to pay all expenses incurred in connection with the Offering and for investment purposes. Each SPiCE Tokenholder. Singapore. The Founders. by subscribing for SPiCE Tokens. will be deemed to have acknowledged the existence of any actual or potential conflicts of interest and to have waived any claim with respect to any liability arising from the existence of any such conflicts of interest.

the Founders. gross negligence or wilful default of SPiCE Manager. or SPiCE Manager becoming unable to perform its duties due to any change in law or regulation. SPiCE Investments LP or any other person other than a holder or potential holder of the SPiCE Tokens. pursuant to which SPiCE Manager will provide certain management services to SPiCE VC. Pursuant to the terms of the SPiCE VC Management Agreement. damages. the SPiCE VC Management Agreement will terminate upon the occurrence of any of the following events:  the provision of services under the SPiCE VC Management Agreement breaching any laws or regulations applicable to SPiCE Manager or SPiCE VC. including any and all expenses (including reasonable legal fees). losses. or  the board of SPiCE VC resolving to terminate the appointment on 6 months’ notice if all the Founders cease to be involved in senior management positions in SPiCE Manager and the board and SPiCE Manager is unable to find satisfactory replacements to the Founders. It is intended that the SPiCE VC Management Agreement will be governed by English law and the parties to the SPiCE VC Management Agreement will submit to the exclusive jurisdiction of the courts in England. SPiCE VC will indemnify SPiCE Manager. actions. will not be obligated by the SPiCE VC Management Agreement to devote any specific amount of time to the affairs of SPiCE VC and they will devote such time to the affairs of SPiCE VC as they determine to be necessary for the conduct of the business of SPiCE VC. suits. own or dispose of the SPiCE Tokens and do not purport to deal with the tax consequences applicable to all categories of investors. obligations. which changes could be made on a retroactive basis. provided that where such agent or other person was selected and retained by SPiCE Manager. Neither these statements nor any other statements in this Information Memorandum are intended or are to be regarded as advice on the tax position of any holder of the SPiCE Tokens or of any person acquiring. The statements made herein do not purport to be a comprehensive or exhaustive description of all the tax considerations that may be relevant to a decision to purchase. except to the extent that such amounts are attributable to the acts or omissions of that person determined by a court of competent jurisdiction (from which no further appeal is permitted to be taken) to have resulted from fraud. occurring after such date. SPiCE VC and the SPiCE Manager. liabilities. selling or otherwise dealing with the SPiCE Tokens or on any tax implications arising from the acquisition. In addition. SPiCE Manager and SPiCE VC will enter into a management agreement after the date of this Information Memorandum. including proceedings of SPiCE VC relating to the enforcement of its rights under agreements with its portfolio companies and/or other assets. The outcome of any such legal proceedings cannot be predicted with any certainty. Litigation Neither SPiCE VC nor SPiCE Manager is currently subject to any legal proceedings nor. costs. SPiCE Manager will not have any liability for the acts or omissions of: (i) any delegate other than an affiliate. and each of their affiliates. SPiCE GP. to be entered into following the date of this Information Memorandum. or disbursements of any kind or nature whatsoever arising from or relating to the performance of SPiCE Manager's obligations under the SPiCE VC Management Agreement. Under the SPiCE VC Management Agreement. Certain Singaporean tax considerations The statements below are general in nature and are based on certain aspects of tax laws in Singapore and administrative guidelines issued by the Inland Revenue Authority of Singapore in force as at the date of this Information Memorandum and are subject to any changes in such laws or administrative guidelines or the interpretation of those laws or guidelines. Notwithstanding this. from and against any claims and expenses. penalties. its personnel and affiliates. Nor do the statements below address the tax position of SPiCE VC. SPiCE Manager and its personnel and affiliates will not have any liability to SPiCE VC in connection with the provision of its services under the SPiCE VC Management Agreement. It is possible that the income of SPiCE VC would be subject to significant amounts of income and/or withholding taxes (whether in Singapore or 49 .  the board of SPiCE VC resolving to cease trading in accordance with the constitution of SPiCE VC. are any such legal proceedings pending or threatened. except for liability determined by a court of competent jurisdiction (from which no further appeal is permitted to be taken) to have resulted from the fraud. gross negligence or wilful default of the SPiCE Manager. SPiCE Manager and the key men involved in senior management positions in SPiCE Manager.  SPiCE Manager or SPiCE VC being subject to an act of insolvency. its personnel or affiliates. (ii) any agent or other person appointed in accordance with the terms of the SPiCE VC Management Agreement.SPiCE VC Management Agreement The following is a summary of the key terms of the SPiCE VC Management Agreement. From time to time. or (iii) any other person appointed by any of them on behalf of SPiCE VC. The SPiCE VC Management Agreement will be able to be terminated by SPiCE Manager with at least 6 months’ notice of termination in writing. sale or other dealings in respect of the SPiCE Tokens. the SPiCE Manager. it was selected and retained applying reasonable care in all the circumstances. the SPiCE GP or SPiCE Investments LP may be a party to legal proceedings in the ordinary course of business. so far as SPiCE VC is aware. The SPiCE VC Management Agreement will remain in full force and effect continuously until terminated in accordance with the terms set out in that agreement.

or in the event that all or part of the Ruling is not granted by the Israeli Tax Authority (ITA). all as in effect on the date hereof and without giving effect to changes. inheritance tax. is chargeable on such supply which is made in Singapore by a GST-registered person or a person who is liable to register for GST in the course or furtherance of that person’s business. under existing legislation. and should not be construed as. impose any income. This summary does not contain a comprehensive discussion of all relevant tax matters and it is not intended to be. legal or tax advice to any prospective SPiCE Tokenholders. dividends and capital gains. unless such supply is made to a person belonging outside Singapore for the purposes of Singapore GST for which the supply may be zero-rated at zero per cent. Certain Israeli tax considerations The following is a brief summary of certain Israeli tax considerations that may be applicable to an investment in SPiCE VC. at present. Holders that acquire SPiCE Tokens for long-term investment purposes may therefore enjoy a capital gain from the disposal of the SPiCE Tokens which is not subject to Singapore income tax. may also modify some of the tax implications of the investment. entitled “Additional Information – Certain Israeli tax considerations”. subject to the possibility of relief under a double taxation treaty. state or local tax laws to which they are subject. estate duty. 134 of Singapore). SPiCE Investments LP and SPiCE VC shall be referred to as the Fund. on a personal basis). and published rulings and court decisions. local or foreign tax consequences arising from the purchase. holding or disposal of the SPiCE Tokens. may. SPiCE Manager. and holding periods are considered when determining if such gains or profits are taxable.in other jurisdictions). including the effect of any foreign. Internal Law Israeli Taxation General Israeli residents are subject to income tax on their worldwide income (i. as discussed below. if any. regulations and announcements promulgated thereunder. The Cayman Islands are not party to a double tax treaty with any country that is applicable to any payments made to or by the SPiCE Manager or the SPiCE GP. either under the provisions of the Ruling described under “The Tax Ruling” section below. The discussion set forth below is based upon Israeli laws. The following sections therefore outline the tax rates and exemptions relating to business income as well as interest. on new legislation which has not. to some extent. because it arises from a trade or business carried on in Singapore) or received or deemed received in Singapore. been subject to in-depth judicial or administrative interpretation. SPiCE GP. frequency of transactions. gains or profits of an income nature which are sourced in Singapore or which are sourced outside Singapore but are received or deemed received in Singapore will be subject to Singapore income tax. Certain Cayman Islands tax considerations The Government of the Cayman Islands will not. There is generally no tax on capital gains in Singapore. It should be noted that as this summary is based. Where SPiCE Tokens are issued to a person belonging in Singapore. Income Tax Under current Singapore income tax laws. In addition. purchase. be taxed on the gains or profits derived from trading in or carrying on a business in respect of SPiCE Tokens. which may have retroactive effect. SPiCE VC will therefore charge the subscriber of SPiCE Tokens any applicable GST in addition to the price of the tokens issued. corporate or capital gains tax. ownership and disposition of the SPiCE Tokens. adopted after the date hereof. Prospective holders of the SPiCE Tokens are advised to consult their own professional tax advisers as to Singapore or other tax consequences of the acquisition. whereas non-residents are subject to tax in Israel upon their Israeli sourced income. Israeli taxes which are paid may be allowed as a tax credit against the tax liability in the investor’s country of residence. Whether gains or profits from the disposal of the SPiCE Tokens are regarded as income or capital gains depends on the facts and circumstances of each case. unless otherwise exempt under the Singapore Income Tax Act (Cap. Each prospective SPiCE Tokenholder is urged to consult his. SPiCE Investments LP. Factors such as intention. nor any other persons involved in the Offering accepts responsibility for any tax effects or liabilities resulting from the subscription. Goods and Services Tax (GST) The supply (including the issue or transfer) of SPiCE Tokens is likely to be regarded as a standard-rated supply for which GST at the rate of 7 per cent. no assurance may be given that the interpretation of such legislation set forth in this summary will be accepted by the relevant tax authorities or the courts. GST. The Ruling that may be issued by the ITA. if any. any of their respective affiliates.e. Tax liability under Israeli law is subject to relief under the various tax treaties to which Israel is a signatory. ownership of or disposal of the SPiCE Tokens. It is emphasised that neither SPiCE VC. or who acquire SPiCE Tokens for the purpose of short-term resale at a profit. her or its own tax advisers with respect to Israeli tax consequences and any potential state. or their respective shareholders. subject to the relevant income satisfying Singapore's tax jurisdiction as being derived in Singapore (for example. 50 . In this section only. Holders that acquire and dispose of SPiCE Tokens in the ordinary course of a trade or business. gift tax or withholding tax upon the SPiCE Manager or the SPiCE GP.

) of most types of tangible and intangible capital assets located in Israel or constituting direct or indirect rights to assets in Israel are treated as Israeli-source income and are subject to Israeli tax. tax. as subject to the Israeli income tax described in the preceding paragraph. regardless of whether or not that non-Israeli investor was subject to non-Israeli income tax. In the following years. a partnership is not subject to tax in Israel as an entity. transfer etc. provided that the certain conditions are met. The classification of income from the disposition of investments held. Business/Ordinary Income. (ii) the gain is not attributable to a permanent establishment of the foreign resident. capital losses may be offset only against capital gains. is taxable in Israel. is subject to a 30 per cent. directly or indirectly. which will be allocated among such partners. The ITA might treat a foreign investor as if it were engaged in business in Israel through a permanent establishment in Israel.. All of the above mentioned exemptions require further conditions to be satisfied. Instead. Net business losses may be carried forward (but not backwards) for an indefinite period. which are taxed at a rate of up to 25 per cent. capital gains derived from the sale of shares listed for trading on a stock exchange in Israel are exempt from tax if such capital gains are not attributable to that foreign resident’s permanent establishment in Israel. regardless of its direct or indirect location. the partners of the partnership are required to report and to pay Israeli tax on their proportionate shares of the partnership’s taxable net income and gains. regardless of the seller’s residency. An individual holding. interest and royalties) that is attributable to the permanent establishment will be subject to Israeli income tax at the rates applicable to Israeli residents.. by investment vehicles similar to the Fund is not entirely clear under Israeli income tax law. but not limited to. dividends. exchange. Additionally. (23 per cent. 51 . a partner will generally be subject to income tax on its share of the partnership’s income as if such income was realised directly by the partner. Tax rates on capital gains. of the interests in a company (a Significant Shareholder) at the time of sale or at any time during the 12 months preceding the sale of its securities. an Israeli seller is subject to Israeli capital gains tax upon the disposition of any capital asset. in 2018). except for capital losses from the sale of securities. Such losses may be offset against any income in the year in which the losses incurred and only against business income or capital gains arising from the disposition of a business asset once they are carried forward. Capital losses may be offset in the current year against capital gains. The corporate tax rate is due to go down to 23 per cent. or losses. net income (including. and therefore. and the corporate tax rate is 24 per cent. In that case. (iv) the securities and the rights are not traded on the stock exchange market in Israel on the date of the sale. directly or indirectly. Non Israeli Investors Non-Israeli investors are generally subject to Israeli income tax on (i) income accrued. from 2018. (iii) the securities were not purchased from a relative. It is possible that the Fund’s investment profile increases the risk of its income being classified as ordinary or business income and not as capital gains. a gain arising upon the sale of the securities of an Israeli company or a non-Israeli company. In addition. and (ii) on capital gains attributable to dispositions of assets situated in Israel or rights connected to such assets. substantially all of whose assets are located in Israel. and hence being subject to full tax rates. regardless of whether such income is actually distributed to such partner. Capital losses may be carried forward (but not backwards) for an indefinite period of time. the highest marginal income tax rate imposed on individuals with respect to ordinary income in Israel is 47 per cent.Partnership Taxation Generally. gains arising upon the disposition (sale. Individuals are subject to tax in respect of real capital gains from the sale of capital assets at 25 per cent. Capital Gains General Under Israeli tax law. at least 10 per cent. under current law. which can also be offset against dividend and interest income paid in respect of these securities or dividend and interest income paid in respect of other securities. Relevant Exemptions from Capital Gains Tax A non-Israeli resident will be exempt from capital gains tax derived from the sale of securities of Israeli companies and from selling rights in an entity which most of its assets. directly or indirectly. In addition. are located in Israel. including: (i) the securities or rights were purchased commencing 1 January 2009. Corporations are taxable in respect of real capital gains arising upon the sale of non-listed securities and other capital assets at the corporate tax rate of 24 per cent. This exemption shall not be relevant to the part of the capital gains allocable to the period before the shares were listed for trading in the stock exchange. derived or realised in Israel or from sources in Israel. In 2017. For example.

“preferred technology enterprise” or a “special preferred technology enterprise” (as defined under the Law for the Encouragement of Capital Investments. capital gain. is at the rate of 4 per cent. (regardless of the holding percentage) if the distribution is from profits attributable to an “approved enterprise”.000 NIS (as of 2017. Dividends. the Fund and its non- Israeli investors will be exempt from tax in Israel on specific investments or for a reduced rate of Israeli taxation. 1959) of the distributing company. excise tax on income exceeding 640. Dividends distributed out of profits attributable to a “preferred enterprise”. bonds. on gains or income derived by the non-Israeli non-exempt investors on their investments in Israeli and Israeli related companies.. The tax on dividends is 20 per cent. The reduced rates are not available to individuals claiming a deduction of interest expenses being a Significant Shareholder or having a special relationship with the company paying out the interest. dividends. Distribution from profits attributable to an “approved enterprise”. The tax on dividends distributed from profits attributable to “preferred technology enterprise” or a “special preferred technology enterprise”. Companies are generally subject to tax on interest income at the corporate tax rate. is 25 per cent. and are generally exempt from tax on the indexation income. Interest. a “beneficial enterprise”. among other things. business income. or 25 per cent. interest and royalties. Non- Israeli investors will not be deemed to have a permanent establishment in Israel solely by virtue of their investment in the Fund. this sum is linked to the CPI and updates every year). or if the company is traded on a stock exchange. Interest income from financial instruments not linked to the CPI or foreign currency is taxed at 15 per cent. the interest income will be taxed at the individual's marginal rates. most income tax treaties generally provide reduced tax rates on Israeli-sourced dividends and interest to non- Israeli residents.e. The Ruling is expected to determine that notwithstanding the fact that the Fund will maintain an office in Israel. In the case of a Significant Shareholder. Dividends received by non-Israeli residents from an Israeli resident company are subject to withholding tax which is currently at a rate of 30 per cent. As discussed below.. the SPiCE Tokenholders shall be treated as investors/Limited Partners in SPiCE Investments LP for Israeli tax purposes. dividends received by Israeli corporations from another Israeli corporation are tax exempt. Excise Tax. In addition. While there is a lot of experience with the ITA issuing similar rulings to standard venture capital funds operating in 52 . Again. Interest paid by an Israeli resident to non-Israeli company is generally subject to withholding tax at the corporate tax rate. or is entitled to at least 25 per cent. These rates may be reduced by Israeli law. “preferred technology enterprise” or a “special preferred technology enterprise” to an Israeli corporation are tax exempt. Should the ITA approves the transparency of SPiCE VC. more than 25 per cent. a “beneficial enterprise” or a “preferred enterprise” is subject to withholding tax rate of 20 per cent. and in certain cases an “approved enterprise”. In such cases.. the rates specified herein may be reduced under a specific ruling or a tax treaty. Individuals are taxed on interest income from financial instruments (for example. if the non-Israeli resident is not a Significant Shareholder at the time of distribution or at any time during the preceding 12 month period. Most income tax treaties generally provide that a non-Israeli resident (as defined in the treaties) is not taxable in Israel on capital gains arising from the disposition of shares in an Israeli company unless. savings plans and bank deposits) which are linked to the Consumer Price Index (CPI) or which are held as foreign currency at 25 per cent. The tax liability for non-Israeli residents in respect of capital gains and other income items is subject to relief under Israel’s income tax treaties. Individual investors that are subject to tax in Israel are subject to 3 per cent. 1959. or if the interest is a business income of the investor. and the SPiCE Tokens shall be considered as interests in the Fund. rulings or tax treaty. the tax rate is 30 per cent. under certain conditions detailed in the Law for the Encouragement of Capital Investments. of certain rights in the company). including. The Tax Ruling The Fund intends to apply for a tax ruling (the Ruling) from the ITA with respect to the taxation of the Fund as well as for SPiCE VC to be considered as transparent for Israeli tax and for the Ruling requirements as described below. the ITA has in the past expressed the view that investors in funds may be deemed to have a permanent establishment in Israel by virtue of the activities of the local fund manager. a “preferred enterprise”. directly or indirectly. Israel is a party more than 50 treaties for the avoidance of double taxation. but not limited to. Generally. The tax rate on dividend income received by an Israeli resident shareholder.Notwithstanding the foregoing. the gain is attributable to a permanent establishment of the seller in Israel. of the income or profits of that company (directly or indirectly).. other than an Israeli corporation. to a non-Israeli resident company. a non-Israeli resident company will not be entitled to the foregoing exemptions if an Israeli resident controls that company (i. determined at the time of distribution or at any time during the preceding 12 month period. Relief Available under Income Tax Treaties. holds.

Israeli-related companies and foreign companies.). Sale of a part or all of an interest in the Fund by an investor will not be deemed to be subject to Israeli tax. SPiCE VC must be considered as transparent for Israeli tax purposes. direct or indirect.  The Fund will invest at least USD 10 million in Israel through the office in Israel within 48 months from the first closing date. than USD 5 million. communications. Ruling Qualification Requirements The main requirements that the Fund will have to satisfy in order to enable SPiCE Tokenholders to qualify for the benefits of the Ruling are generally as set forth below. With respect to other income derived from Qualifying Investments. Additional requirements may be imposed by the ITA in order to adjust the typical venture capital ruling to the case herein. agricultural. A “Qualifying Investment” is an Israeli or Israeli-related company that primarily engages in establishing or expanding enterprises in Israel in the industrial. A “Qualifying Investment in Venture Capital” – Qualifying Investments in high tech industry where at least 75 per cent. For this purpose. the ITA is still considering the Ruling. biotechnology or medical sectors or in research and development in those sectors. Furthermore. is in Israel or whose main technology is acquired or developed in Israel. SPiCE GP believes that the investment requirements set forth above are consistent with the investment strategy of the Fund.).  The total commitments of the Fund from foreign investors will not be less. but whose main assets and/or activity. or unless they are held by the Fund after a realisation event but prior to a distribution. in order to be compliant with this amount of investors' requirement. at least 75 per cent. transportation. whereas individuals will be subject to 15 per cent.  The Fund will invest in “Qualifying Investments” an amount in excess of half (50 per cent. of the Fund’s total commitments is invested in Israeli resident companies that own the intellectual property developed therein and/or in foreign resident companies that hold Israeli resident subsidiaries that themselves (the subsidiaries) own such intellectual property.  The Fund will provide certain financial statements to Israeli tax authorities as required by the Ruling. Absent additional direct investors in the Fund.  The Fund will not invest an amount in excess of 20 per cent. there are no precedents for rulings issued in the case of a combination of an ICO into a venture capital fund. that all such requirements are satisfied. water. the Fund and its non-Israeli investors (except SPiCE GP) will be exempt from incomes derived from the Fund's investment in Qualifying Investment in venture capital and capital gain derived from the realisation of Qualifying Investments. Likewise. tax rate applicable for interest income (interest income from financial instruments not linked to the CPI or foreign currency is taxed at a rate of 15 per cent. such investors will not be required to file income tax returns in Israel as a result of their investments in the Fund. An “Israeli-related” company is a company not registered in Israel. Effects of Qualifying for Benefits of Ruling If all of the conditions to the Ruling are met. or to proceed with any Closing based on a ruling that differs from the Ruling application to be submitted. non-Israeli corporate investors which are generally non- exempt entities. of the capital of the Fund. will be subject to tax on dividend and interest at the corporate tax rate (currently 24 per cent. and the details of the investments in which intellectual property is owned by Israeli resident companies.  The Fund will have at least 10 investors and no investor will hold more than 20 per cent. All of the Fund’s investments in Israeli and Israeli related companies will be carried out by that office. energy. SPiCE GP intends to ensure. of the Fund’s investment in each company shall be in exchange for the issuance of shares. SPiCE GP may determine to proceed with any Closing without a Ruling.Israel. so that the SPiCE Tokenholders will be considered as the Fund's investors. as long as at least 30 per cent. tax rate with respect to dividend and 25 per cent. 53 . over the whole period of the ruling.) of the Fund’s total commitments.  The Fund will maintain a system of accounts that will enable identification of the amounts invested in Israeli resident companies. computer.  The Fund will not hold short-term monetary deposits or marketable securities unless they originate from money transferred by investors pursuant to their commitments for the purpose of investments in the Fund. of the Fund’s total commitments (net of management fees) in any single company. and its application to the case herein.  The Fund will maintain an office in Israel to serve as its permanent place of business in Israel. tourist. Currently. to the extent feasible. of the investment in each company will be implemented through allocation of shares (including options for the allocation of shares and convertible debentures that are secured by technologies owned by such company). on the average.

54 . there can be no assurance that such a ruling would in fact be issued. as the case may be). open or deal directly with mail which is addressed to them personally (as opposed to mail which is addressed just to SPiCE Manager or SPiCE GP. Tax Returns and Filing. None of SPiCE Manager. Each prospective investor is urged to consult its tax advisers with respect to the Israeli tax consequences arising from the purchase. by the Cayman Islands Monetary Authority. Handling of mail Mail addressed to SPiCE Manager or SPiCE GP and received at its registered office will be forwarded unopened to the forwarding address supplied by SPiCE VC to be dealt with. The ITA requires the use of Israeli generally accepted accounting principles in the computation of taxable income. may be compelled to provide information subject to a request for information made by a regulatory or governmental authority or agency under applicable law. SPiCE GP. parts of the Fund's income as well as all fees for services rendered by SPiCE GP will be subject to VAT. or at least certain parts thereof. arrangements and memoranda of understanding. Value Added Tax. non-Israeli investors in the Fund will not be subject to reporting to the ITA solely by virtue of their investment in the Fund. The Ruling to be requested will require the Fund to file with the ITA returns of the income and gains of the Fund’s non-Israeli investors. either for itself or for a recognised overseas regulatory authority. In addition. or by the Tax Information Authority. Under Israeli law. If such a ruling is issued. Taxpayers are required to report on a calendar year basis. or their respective directors. advisers or service providers (including the organisation which provides registered office services in the Cayman Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address. will not be subject to VAT which would otherwise apply. for example. In particular the relevant directors will only receive. under the Monetary Authority Law (2016 Revision). SPiCE GP and any of its or their directors or agents. ownership and disposition of Interests in the Fund. This Information Memorandum is dated 30 November 2017.SPiCE GP believes that the investment requirements under the Ruling to be requested are consistent with the investment strategy of the Fund. However. If such ruling is not issued. Value Added Tax (VAT) at the rate of 17 per cent. is imposed on sales of products and the provision of services by Israeli businesses to residents of Israel or in connection with assets located in Israel. Disclosure of confidential information under such laws shall not be regarded as a breach of any duty of confidentiality and. in certain circumstances. However. The Fund may apply for a ruling from the ITA to the effect that the Fund's income and the management fee payable by the Fund. agreements. may be prohibited from disclosing that the request has been made. Requests for Information The SPiCE Manager and SPiCE GP. or any of its or their directors or agents domiciled in the Cayman Islands. there is no assurance that the ITA will issue a Ruling granting the Fund the requested relief as submitted. officers. under the Tax Information Authority Law (2017 Revision) or Reporting of Savings Income Information (European Union) Law (2014 Revision) and associated regulations. SPiCE Manager. profits from interest or from the sale of securities may be subject to VAT.

.. the European Union comprising the 28 member states...................... Exchange Act..... regulatory or compliance issues..........com through their application programming interface platform................................. FATCA .. European Union or EU .e.................. the U........ alternative investment funds..................... in its absolute discretion... CoC ............................ the Companies (Winding Up and Miscellaneous Provisions Ordinance (Cap.......... the Fiat Account and the Digital Wallet................................. the value token of the Bitcoin blockchain............................... AIFM Directive ... Internal Revenue Code. on account of either failing to meet the SPiCE Tokenholder Checks to the satisfaction of SPiCE VC or....... CBR.......... the value token of the Ethereum blockchain....... Conversion Rate ..................................... Bitcoin or BTC..... 55 .... the Common Reporting Standard developed by the Organisation for Economic Co-operation and Development..... the U.... the U................... CWUMPO ..................... the prevailing exchange rates to be applied to non-USD amounts (i.. Securities and Exchange Act of 1934...........................S..........................................S..................... which can be traded on cryptocurrency exchanges or used to pay for transaction fees and services on the Bitcoin network.. which can be traded on cryptocurrency exchanges or used to pay for transaction fees and services on the Ethereum network................. being those available to SPiCE VC at the time of the conversion at cryptocompare....................... should be prohibited from participating in any Realisation Buyback and from being transferred........... Digital Wallet ..... cash on cash............................... CRS ........... as amended....................................................... CFTC . Additional SPiCE Tokens the SPiCE Tokens issued by SPiCE VC after the closing of the Offering........................ the EU Alternative Investment Fund Managers Directive..... DEFINITIONS The following definitions apply throughout this Information Memorandum unless the context requires otherwise: Accounts ............... BTC and ETH) when determining the number of SPiCE Tokens to be issued .S.... Code .... the Central Bank of Russia.. the Foreign Account Tax Compliance Act................................................................................ a SPiCE Token that SPiCE VC has determined..................... EUR..................S............................................. giving rise to other legal................................. the U...... the digital wallet held with Vo1t to which a Pre-Sale Subscriber or a Main Sale Subscriber shall transfer any Subscription Amount in BTC or ETH pursuant to the Offering.... Ether or ETH ............... as amended......... Blocked SPiCE Token ............. Investment Advisers Act of 1940...... 32) of Hong Kong................... AIF ....... AIFM ... alternative investment fund managers....................................................................................................... Advisers Act ......... the European Economic Area............................. EEA ...................... Commodity Futures Trading Commission..

........... Main Sale ............................................... Main Sale Maximum Subscription the maximum Main Sale Subscription Amount in USD........... the Subscription Amount received in USD.. the liquid internal rate of return... on average over the seven years of the fund.........S................................... Tal Elyashiv............ IRR ............... Management Fee ............. the Goods and Services Tax. Issued SPiCE Tokens ................................5 per cent.......................... Liquidity Buyback .................... GST ........................... the offering of SPiCE Tokens to selected investors.... Inactive SPiCE Tokens ...................... the fee totalling an amount equal to............ Main Sale Subscription Form .. of the total proceeds of the Offering per annum to be paid by SPiCE VC and SPiCE Investments LP to SPiCE Manager and SPiCE GP respectively... MAS ................. the internal rate of return......................... Amihay Ben David and Carlos Domingo............. ETH or BTC Amount ......... Liquid IRR ................... EUR...................................... a buyback on the open market in exchange for ETH (or such other currency as SPiCE VC may choose in its sole discretion) by SPiCE VC of a SPiCE Token in the event that the market price of a SPiCE Token (determined to be the average price at 8:00 p.... Main Sale Subscription Amount ................. the account held with North Capital to which a Pre-Sale Subscriber or a Main Sale Subscriber shall transfer any Subscription Amount in USD or EUR pursuant to the Offering..........................m........................... Information Memorandum .... ETH or BTC from a Main Sale Subscriber during the Main Sale..... Investment Company Act ....... IRAS.... which will commence immediately following the closing of the Pre-Sale. the Inland Revenue Authority of Singapore........ ITA ................. the Israeli Tax Authority.................................................................. Final Realisation Buyback .................................Fiat Account ...................................................... 2..... Investment Company Act of 1940............... a prospective investor in the Main Sale................ the subscription form by which a Main Sale Subscriber may request to subscribe to the Main Sale.... an initial coin offering............................ of the NAV per SPiCE Token based on SPiCE VC’s most recent NAV Report. the Monetary Association of Singapore...... ICO .................. EUR.. (London time) over the three largest cryptocurrency exchanges trading the SPiCE Token by volume) on any particular day drops below 70 per cent....... Main Sale Subscriber....... as amended......................... that a Main Sale Subscriber states on a Main Sale Subscription Form that it is willing to commit to in the Main Sale................. 56 ......................... the Israeli Securities Law of 1968... the Realisation Buyback in respect of the Realisation of the last asset held by SPiCE VC or SPiCE Investments LP.. any SPiCE Tokens which are held in the Reserve or by SPiCE VC.......... Founders ......... including any Blocked SPiCE Tokens but excluding any Inactive SPiCE Tokens............................... this private information memorandum relating to the Offering...... all SPiCE Tokens issued and outstanding at the date and time of the Realisation Buyback............................. Israeli Securities Law ................................ the U...................

...... Non-U............. as described in the section of this Information Memorandum entitled “About SPiCE VC — Fund Net Asset Value (NAV)”... The restriction on transferring the SPiCE Tokens that applies to a proportion of the SPiCE Tokens issued to a Pre-Sale Subscriber as determined by the paragraph entitled “The Offering – Pre-Sale Lock-Up”................ with the result that the Multiplier that applies.......S.......m... with the exception that if....................... following the payment of the Pre-Sale Subscription Amount to SPiCE VC by the Pre-Sale Subscriber.................... Offering ..S............... person” set forth in Rule 902 of Regulation S under the Securities Act.... the offering of SPiCE Tokens to selected investors which commenced on 19 October 2017 and is expected to close at the earlier of: (1) 7:00 a....................... Order ... Pre-Sale ............... Pre-Sale Subscriber .. a prospective investor in the Pre-Sale......... 30 June....... the offering of the SPiCE Tokens by SPiCE VC in the Pre-Sale and the Main Sale..... any person not meeting the definition of a “U............Multiplier...3..... Persons ............. (b) 1.... Net Realisation Proceeds .....................000 but less than or equal to USD 5 million........... NAV Report ... Offering Price ............. Pre-Sale Subscription Amount . is the NAV divided by the number of Issued SPiCE Tokens. in the case of Singapore....... as calculated on the day after the closing of the Offering.............. subject to a cap of 130.....000 SPiCE Tokens................. Pension Benefit Guaranty Corporation............ USD 1 (inclusive..... the Subscription Amount received in USD.......25.....................000..... PBGC .................. which is prepared and published by SPiCE VC on the SPiCE VC website quarterly on 31 March......... if the USD Subscription Amount is the greater than or equal to USD 500..... the value of the Pre-Sale Subscription Amount in USD falls due to changes in the exchange rate... or (c) 1........... NAV .... is lower than the Original Multiplier................................. if the USD Subscription Amount is greater USD 5 million...S............ if the USD Subscription Amount is less than USD 500................................. ETH or BTC that Amount ............. Preliminary Total .................... (London time) on 1 February 2018........2.......... then the Original Multiplier shall be the Multiplier when determining the allocation of the number of rights to SPiCE Tokens to be issued.............. the proceeds from a Realisation less any applicable fees and expenses...... the multiple applied to the number of rights to a number of SPiCE Tokens a prospective investor is to be awarded pursuant to the Pre-Sale. and (2) the time and date on which the Pre-Sale is closed or otherwise terminated by SPiCE VC in its sole discretion............ the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005......................... EUR........................................................ the report setting out the NAV for SPiCE VC’s portfolio.. a Pre-Sale Subscriber states on a Pre-Sale Subscription Form that it is willing to commit to in the Pre-Sale. ETH or BTC from a Pre- 57 .. net asset value.. Pre-Sale Maximum Subscription the maximum Pre-Sale Subscription Amount in USD.... the U....000................ EUR.... the total number of SPiCE Tokens issued following the Offering.... where it is the Updated NAV divided by the number of Issued SPiCE Tokens............. which shall be determined as follows: (a) 1.................. Pre-Sale Lock-Up ............. NAV per SPiCE Token ....................... of any GST) per SPiCE Token.. 30 September and 31 December of each calendar year.............. other than in the context of a Realisation Buyback....................

.......................... a tax ruling from the ITA...................................................................................... Realisation Amount ...................... and amendments thereto............. any member state of the EEA which has implemented the Prospectus Directive..... Pre-Sale Subscription Form ..................... the U. a limited liability company to be incorporated in the Cayman Islands after the date of this Information Memorandum........ Regulatory Redemption ............................... SEC ................................. Reserve............... the U.................. a limited partnership that SPiCE VC intends to form after the date of this Information Memorandum.. with SPiCE GP as the general partner and SPiCE VC as a limited partner.................................... SPiCE Investments LP .......... the reserve to which SPiCE VC allocates five per cent................... Smart Contract ..................... Sale Subscriber pursuant to the Pre-Sale... the notice to be published by SPiCE VC on the SPiCE Token Platform to inform SPiCE Tokenholders of the Realisation Buyback............... from the Offering for at least the first three years following the closing of the Offering.S... the Singapore Securities and Futures Act.. EU Directive 2003/71/EC................................................ Redemption Price............................. of the total proceeds received............. Ruling........... existing on the Ethereum blockchain. which will be used to invest in Israel-based 58 .. Redemption Date . Realisation Buyback .......... SFA ...... as amended.................................... Realisation ........ Securities and Exchange Commission.......... calculated in USD...... Relevant Member State ...................... 571) of Hong Kong. Securities Act............................ Prospectus Directive ............. including EU Directive 2010/73/EC........................................... the subscription form by which a Pre-Sale Subscriber may request to subscribe to the Pre-Sale................ SPiCE GP .... Securities Act of 1933...... the total amount in USD to be distributed among all the SPiCE Tokenholders in a Realisation Buyback following a Realisation...... the redemption of any SPiCE Token by SPiCE VC upon receipt by SPiCE VC of information that the status of the relevant SPiCE Tokenholder may cause regulatory concern for SPiCE VC.....................S....... the Securities and Futures Ordinance (Cap. SIBL ............... Realisation Buyback Notice .......................................................... the date on which the Regulatory Redemption occurs.................................. the ERC20 smart contract standard consisting of software code........................... the Securities Investment Business Law (2015 Revision) of the Cayman Islands.............. Repurchase Price ............... a realisation of any of the investments made by either SPiCE VC or SPiCE Investments LP resulting in cash or other liquid proceeds being received by SPiCE VC.............. the mandatory buyback of a portion of the issued SPiCE Tokens from all SPiCE Tokenholders following a Realisation........ the price per SPiCE Token on a Realisation Buyback.... the price at which SPiCE VC may redeem all or some of the SPiCE Tokens on a Regulatory Redemption according to the conditions set out in the paragraph entitled “Description of the SPiCE Tokens – Regulatory Redemption”................................ SFO ..............

.............. Term... Total Issued SPiCE Tokens .... any inter- governmental agreement entered into by Singapore (or any other applicable jurisdiction) relating to...................... the English law governed management agreement to be entered into between SPiCE VC and SPiCE Manager........ (ii) providing any information requested by SPiCE VC in SPiCE VC’s absolute discretion in order for SPiCE VC to comply with its reporting obligations under the US Foreign Account Tax Compliance Act and the OECD Common Reporting Standard........... if it is in the best interests of the SPiCE Tokenholders........spicevc........... as more fully described in the section of this Information Memorandum entitled “Additional Information — Material Agreements — Management Agreement”......................... (iii) confirmations regarding that Pre-Sale Subscriber’s tax status in Israel........ a limited liability company formed in the Cayman Islands.. the legal.... Ltd..... the recipient of a SPiCE Token upon a transfer by a SPiCE Tokenholder in the secondary market.......... the fixed period of seven years from the date of the closing of the Offering to the termination of SPiCE VC.... SPiCE Tokens ............... confirmations regarding the ownership of the digital wallet....... SPiCE Manager....... 59 ...... the Pre-Sale Subscription Amount or the Main Sale Subscription Amount...... Subscriber. and (iv) where applicable................. as applicable. SPiCE VC Management Agreement ..... SPiCE Token Transferee .. a Pre-Sale Subscriber or a Main Sale Subscriber.............. a private limited company incorporated in Singapore...........com..... a liquidation at the end of the Term.................. regulatory and compliance requirements and checks including. the aggregate of the Preliminary Total plus the SPiCE Tokens issued to the Founders and SPiCE VC’s partners.. SPiCE GP and SPiCE Investments LP (if formed).... such reporting regimes. SPiCE Tokenholder Checks ........ Subscription Amount .................... SPiCE Tokenholder ......... SPiCE Token Platform .................................. Liquidity Buyback or any other process involving the distribution of cash or SPiCE Tokens to a SPiCE Tokenholder can occur.......... the number of rights to SPiCE Tokens issued to a Tranche Spice Tokenholder calculated in accordance with the formula set out in the paragraph entitled “The Offering – Number of SPiCE Tokens to be issued in the Pre-Sale” or “The Offering – Number of SPiCE Tokens to be issued in the Main Sale”....... Total Tranched SPiCE Tokens . companies and may also be used to invest in non-Israel based companies................................... Spice Funds Management Limited........ a holder of SPiCE Tokens....... Realisation Buyback............ the platform developed by SPiCE VC for the SPiCE Tokens and available at https://www................ if agreed by SPiCE VC. SPiCE VC ... either by sending a message with a unique identifier to SPiCE or by complying with any other processes requested by SPiCE VC............. that a Subscriber must complete before the SPiCE Tokens can be issued or that a SPiCE Tokenholder must complete before any Regulatory Redemption. advisers and service providers in accordance with the paragraph entitled “The Offering – Closing of the Offering”.... Term Liquidation........ under the laws and regulations of Singapore (or any other applicable jurisdiction) implementing............... a new series of Ethereum-based smart contract digital tokens issued by SPiCE VC.... which can be extended by a further two years. but not limited to: (i) anti-money laundering and sanctions compliance checks.......... SPiCE Venture Capital Pte...... as applicable........... any agreement entered into by SPiCE VC with respect to..................... SPiCE Manager ...........................

....... 60 ............ its territories and possessions..... the Subscription Amount (inclusive.. the United States of America.... or (b) if the Subscription Amount has been received by SPiCE VC in Euros........S....... in the case of Singapore. any State of the United States of America and the District of Columbia.. and U..... ..... Bitcoin or Ether................... the option available to any Subscriber whose Subscription Amount exceeds USD 6 million (or an equivalent amount in EUR.... United Kingdom or UK.......... of any GST)............... has the meaning of “U.S........... Person ..... in the case of Singapore.... dollar equivalent of that Subscription Amount (inclusive..... a U.. dollars........... subject to the terms and conditions set out in the paragraph entitled “The Offering – The Tranche Option”. ETH or BTC) to elect to pay their Subscription Amount in tranches........................ the United Kingdom of Great Britain and Northern Ireland..... a Subscriber who opts for the Tranche Option...S.....S................................. Tranche SPiCE Tokenholder .. person” in Rule 902 of Regulation S under the Securities Act..Tranche Option . USD Subscription Amount ................ in accordance with the below: (a) if the Subscription Amount has been received by SPiCE VC in U....... the last published NAV before a Realisation....... of any GST) calculated using the Conversion Rate....S...... United States or U.............. the Subscription Amount converted into a USD amount...... Updated NAV ....... which has since been adjusted for that Realisation.