EFTA00292277.pdf

PRIVATE PLACEMENT OFFERING MEMORANDUM ANDRA CAPITAL TOKENS INC. ANDRA CAPITAL FUND LP Up To 1,000,000,000 SVCs July 2, 2018 EFTA00292277  Andra Capital Tokens Inc. Andra Capital Fund LP Up to 1,000,000,000 SVCs The Silicon Valley Coin is a new series of ERC20-based smart contract digital tokens (each, a "SVC') issued by Andra Capital Tokens Inc., a British Virgin Islands business company (the "Issuer"). Following the successful closing of this private offering of SVCs (this "Offering"), the Andra Capital Fund LP, an open-end investment fund formed as a Cayman Islands exempted limited partnership (the "Fund"), intends to make strategic investments in a portfolio of venture-funded technology companies selected by Andra Capital, LLC, a Delaware limited liability company (the "Manager). The Fund is managed by the Manager. The general partner of the Fund is Andra Managers LLC, a Cayman Islands limited liability company (the "General Partner). SVCs represent an indirect fractional non-voting economic interest in the sole limited partnership interest of the Fund. SVCs may be redeemed only in the following circumstances: (i) upon any realization in the Fund's portfolio, the General Partner may in its sole and absolute discretion use or reserve up to fifty percent (50%) of the amounts received in such realization, net of all applicable taxes, fees and expenses to repurchase SVCs in the open market (a "Realization Redemption"); (ii) if the market price of an SVC drops below ninety percent (90%) of the net asset value of the Fund attributable to such SVC ("Net Asset Value") based on the Fund's last semiannual Net Asset Value report. the Fund may repurchase SVCs on the open market; (iii) on any date after the second anniversary of the Final Closing Date, the Issuer may redeem SVCs at a price equal to the Net Asset Value per SVC as of the date of such redemption (a "Discretionary Redemption"); and (iv) the General Partner may, in its sole discretion, cause the Issuer to redeem all (or less than all on a pro rata basis) of the SVCs to address regulatory concerns relating to the SVCs, the Issuer, the Fund or the Manager at a price equal to the lowest of seventy percent (70%) of the market price per SVC, the Net Asset Value per SVC, or the per SVC price determined from the aggregate amount of the funds the General Partner expects to be available from liquidation of the assets of the Fund within the following three (3) month period. Each SVC redeemed in a Realization Redemption or Discretionary Redemption will be taken out of circulation. On or about the day hereof, the Issuer will offer and sell up to 1,000,000,000 SVCs to permitted purchasers, pursuant to a token purchase agreement, at a price per SVC of US $1.00. Purchases of SVCs in this Offering may be paid in United States dollars ("USD), Bitcoin (13TC.), or Ether ("Ent). This Offering will end upon the earliest of: (i) the full purchase of all SVCs; (ii) the date at which this Offering is closed by the Issuer in its sole discretion; or (iii) the date at which this Offering is terminated by the Issuer in its sole discretion (such date, the "Closing Date"). Purchasers will be alerted to the closing, and whether they were successful in subscribing, by an email sent to the email address used to register for this Offering. The SVCs will be offe►ed and sold for investment only to qualifying recipients of this offering memorandum pursuant to an exemption or exclusion from the registration requirements of applicable securities laws. No SVC may be offered, sold, resold, or otherwise transferred (i) by U.S. Persons (as defined in Regulation S ("Regulation S') under the U.S. Securities Act of 1933, as amended (the "Securities Act')) until after the first anniversary of the issuance of the SVCs to such U.S. Persons and then only to Non-U.S. Persons or U.S. Persons who are "qualified purchasers" (as defined in Section 2(a)(51)(A) of the U.S. Investment Company Act of 1940, as amended (each such person, a "OP)); (ii) by Non-U.S. Persons, except to (1) other Non-U.S. Persons in offshore transactions in compliance with Rule 903 or Rule 904 promulgated under the Securities Act or (2) U.S. Persons that are OPs after the first anniversary of the issuance of the SVCs to such non-U.S. Person; or (iii) to the Fund or the Issuer or any affiliate thereof, except in compliance with applicable law, rule or regulation (including without limitation rules imposed by cryptocurrency exchanges, securities exchanges, or alternative trading systems on which the SVCs may be listed from time to time) (collectively, the "Transfer Restriction"). As a condition precedent to any transfer of any SVC, the initial purchaser (and any subsequent holder) EFTA00292278 shall require that any subsequent purchaser, holder, or transferee of such SVC covenant not to offer, sell, resell, or otherwise transfer such SVCs to any U.S. Person who is not a OP and to fully comply with the Transfer Restriction (the 'Transfer Prerequisite). Any action that is in violation of the Transfer Restriction or the Transfer Prerequisite shall be void ab initio. The Transfer Restriction or Transfer Prerequisite may only be waived by the prior written consent of the Issuer or its authorized delegate. This Offering is not made to or directed at, and may not be acted upon by, persons or entities in, or citizens of, Argentina, Balkans, Belarus, Bolivia, Bulgaria, Burma, Costa Rica, Cote D'Ivoire (Ivory Coast), Cuba, Democratic Republic of Congo, Ecuador, India, Indonesia, Iran, Iraq, Liberia, Nicaragua, North Korea, People's Republic of China, Qatar, Russia, Slovenia, South Korea, Sudan, Syria, Vietnam, and any other jurisdiction in which this Offering is, or may become, prohibited (each a "Prohibited Jurisdiction"). Accordingly, no person or entity in a Prohibited Jurisdiction shall be eligible or permitted to, whether directly or indirectly, subscribe, purchase or acquire, or offer to subscribe, purchase or acquire, any SVCs. This offering memorandum and any other document or material in connection with the offer or sale, or the invitation to purchase, the SVCs may not be circulated or distributed, whether directly or indirectly, to persons or entities in a Prohibited Jurisdiction. The Issuer is prohibited from making any invitation to the public of the British Virgin Islands ("Mg) to subscribe for SVCs. The term "public in the British Virgin Islands" excludes any eligible BVI business company and eligible BVI International limited partnerships or other form of eligible limited partnership that may be introduced in the BVI in the future, an eligible foreign company registered pursuant to Part XI of the Companies Act, any such eligible company acting as general partner of either an international limited partnership registered under section Part VI of the Partnership Act or of a limited partnership formed under any future BVI legislation or any director or officer of the same acting in such capacity or the trustee of any eligible trust registered or capable of registration within the BVI. The Issuer will not undertake business with any person in the BVI except for the furtherance of the business of the Issuer carried on exterior to the BVI and for this purpose only those BVI business companies, international limited partnerships or other future forms of BVI limited partnerships and general partners thereof and any trustees of BVI trusts, will be eligible to apply for SVCs or otherwise undertake business with the Issuer provided that such parties conduct business activities offshore meaning not in or from within the BVI. This Offering is not an offer to the public in the BVI. No action has been taken to permit an offer in the BVI and this offering memorandum is not a registered prospectus within the meaning of section 25 of the Securities and Investment Business Act. 2010. The Fund, as a single investor fund, is not required to register or be regulated as a mutual fund under the Mutual Funds Law (as amended) of the Cayman Islands. Neither the Cayman Islands Monetary Authority, nor any other governmental authority in the Cayman Islands has passed judgment upon or approved the terms or merits of this offering memorandum. There is no investment compensation scheme available to purchasers in the Cayman Islands. The SVCs may be a suitable investment only for those purchasers who are fully able to comprehend the unique nature and risks of this Offering, the Issuer, the Fund, the General Partner, the Manager, the SVC. digital tokens, blockchain, cryptocurrency exchanges, and other applicable risks. Losses may occur and purchasers may lose the full value of their investment. See " EFTA00292279  RISK FACTORS Factors" beginning on Page 56 of this offering memorandum to read about important factors you should consider before buying the SVCs. The Issuer or Fund may redeem any or all SVCs at any time as it deems necessary upon receipt of information that an SVC Holder's possession or ownership of such SVCs causes regulatory concerns for the Issuer, the Fund. the General Partner, or the Manager. See "Regulatory Redemption of SVCS' beginning on Page 30 of this offering memorandum. THIS OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR INVITATION TO PURCHASE ANY EQUITY OR OTHER DIRECT INTERESTS IN THE FUND. EACH SVC SOLELY REPRESENTS AN INDIRECT FRACTIONAL NON-VOTING ECONOMIC INTEREST IN THE SOLE LIMITED PARTNERSHIP INTEREST OF THE FUND. EACH SVC DOES NOT REPRESENT OR QUALIFY AS EQUITY OR OTHER DIRECT INTERESTS IN THE ISSUER, THE FUND, THE GENERAL PARTNER, OR THE MANAGER, AND DOES NOT GRANT ANY EQUITY OR VOTING RIGHTS IN. OR CLAIMS AGAINST. THE ISSUER. THE FUND, THE GENERAL PARTNER, OR THE MANAGER. FURTHERMORE, THE SVC IS NOT. AND DOES NOT REPRESENT OR QUALIFY AS, A FUND UNIT OR STRUCTURED PRODUCT. YOU MUST MAKE YOUR OWN DECISION WHETHER THE SVCS MEET YOUR INVESTMENT OBJECTIVES AND RISK TOLERANCE LEVEL. NO GOVERNMENTAL AUTHORITY OF ANY COUNTRY HAS REVIEWED, APPROVED, DISAPPROVED, ENDORSED, OR RECOMMENDED THIS OFFERING. SALE, OR ISSUANCE OF SVCS. THE SVCS HAVE NOT BEEN, AND SHALL NOT BE. REGISTERED WITH ANY GOVERNMENTAL AUTHORITY OF ANY COUNTRY. THE SVCS ARE BEING OFFERED AND SOLD ONLY IN JURISDICTIONS WHERE SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED, INCLUDING PURSUANT TO APPLICABLE EXCEPTIONS OR EXEMPTIONS THAT GENERALLY LIMIT THE PURCHASERS WHO ARE ELIGIBLE TO PURCHASE SVCS AND THAT RESTRICT THEIR RESALE. THE SVCS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER APPLICABLE SECURITIES LAWS. YOU ARE REQUIRED TO INFORM YOURSELF ABOUT AND TO OBSERVE ANY AND ALL LEGAL RESTRICTIONS IN YOUR JURISDICTION RELATING TO THIS OFFERING, SVCS, AND ANY RELATED DOCUMENTS AND COMMUNICATIONS. YOU MUST COMPLY WITH ALL APPLICABLE LAWS IN CONNECTION WITH ANY OFFER, SALE, OR TRANSFER OF SVCS. SVCS SHALL NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, EXCEPT IN FULL COMPLIANCE WITH THE TRANSFER RESTRICTION, THE TRANSFER PREREQUISITE, AND ALL APPLICABLE LAWS. RULES. AND REGULATIONS OF THE TRANSFEROR'S JURISDICTION AND THE TRANSFEREE'S JURISDICTION. EACH OF THE TRANSFEROR AND TRANSFEREE ARE CHARGED WITH THE DUTY OF COMPLYING WITH ALL APPLICABLE LAWS, RULES, AND REGULATIONS FOR ANY TRANSFER OF THE SVCS. NO INDEPENDENT PERSON HAS CONFIRMED THE ACCURACY OR TRUTHFULNESS OF THIS OFFERING MEMORANDUM, NOR WHETHER IT IS COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS ILLEGAL. EFTA00292280  TABLE OF CONTENTS Page DEFINITIONS 1 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 4 CERTAIN NOTICES 5 INTRODUCTION TO THE SVC OFFERING 7 HOW TO PURCHASE 8 OVERVIEW OF THIS OFFERING 9 SUMMARY 18 THE FUND: ANDRA CAPITAL FUND LP 23 SUMMARY OF PRINCIPAL TERMS 25 CONFLICTS OF INTEREST AND FIDUCIARY RESPONSIBILITIES 37 THE ISSUER: ANDRA CAPITAL TOKENS INC 39 THE MANAGER: ANDRA CAPITAL, LLC 40 THE GENERAL PARTNER: ANDRA MANAGERS LLC 41 THE ADMINISTRATOR: APEX FUND SERVICES (CHARLOTTE) LLC 42 USE OF PROCEEDS 43 DESCRIPTION OF SVCS 44 LEGAL PROCEEDINGS 48 DATA PROTECTION 48 CERTAIN BRITISH VIRGIN ISLANDS TAXATION CONSIDERATIONS 49 CERTAIN CAYMAN ISLANDS TAXATION CONSIDERATIONS 51 CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS 53 RISK FACTORS 56 RESALE AND TRANSFER RESTRICTIONS 75 NOTICE TO PURCHASERS 76 TO PURCHASERS GENERALLY 78 EXHIBIT A - FORM OF TOKEN PURCHASE AGREEMENT EFTA00292281  DEFINITIONS Unless the context otherwise requires, all references in this offering memorandum to: • 'Administrator' means Apex Fund Services (Charlotte) LLC, a Delaware limited liability company. • Investment Company Act means the United States Investment Company Act of 1940, as amended. • 'Fund' means Andra Capital Fund LP, a Cayman Islands exempted limited partnership. • 'General Partner means Andra Managers LLC, a Cayman Islands limited liability company. • Issuer," "our," "we' or "us" means Andra Capital Tokens Inc., a British Virgin Islands business company. • 'Manage( means Andra Capital, LLC, a Delaware limited liability company. • Ron-U.S. Person(st means any person not meeting the definition of a "U.S. Person" set forth in Rule 902(k) of Regulation S and summarized below. • 'offering memorandum' means this Private Placement Offering Memorandum. • 'offshore transaction" has the meaning set forth in Rule 902(h) of Regulation S. summarized as follows: An offshore transaction is one in which: the offer is not made to a person in the U.S.; and either: (a) at the time the buy order is originated the buyer is outside the U.S. or the seller reasonably believes the buyer is outside the U.S.; or (b) the transaction is executed on the physical trading floor of an established foreign securities exchange or for purposes of offshore resales on a designated offshore securities market and the seller is not aware that the transaction has been prearranged with a buyer in the U.S. • 'QV has the meaning set forth in Section 2(a)(51)(A) of the Investment Company Act, summarized as follows: A qualified purchaser is: (i) any natural person (including any person who holds certain joint, community property, or other similar shared ownership interest in an issuer with that person's qualified purchaser spouse) who owns not less than $5,000,000 in investments; (ii) any company that owns not less than $5,000,000 in investments and that is owned directly or indirectly by or for 2 or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations. or trusts established by or for the benefit of such persons; (iii) any trust that is not covered by clause (ii) and that was not formed for the specific purpose of acquiring the securities offered, as to which the trustee or other person authorized to make decisions with respect to the trust, and each senior or other person who has contributed assets to the trust, is a person described in clause (i), (ii), or (iv); or (iv) any person, acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis, not less than $25,000,000 in investments. • -Regulation S' means Regulation S under the Securities Act. 1 EFTA00292282 • 'Securities Act" means the United States Securities Act of 1933, as amended. • -SVC shall mean the Silicon Valley Coin, a new series of ERC20-based smart contract digital tokens issued by the Issuer. • -SVC Holder shall mean any holder of SVCs. • 'TPA" means the Token Purchase Agreement, in the form attached hereto as Exhibit A. • Person(st has the meaning set forth in Rule 902(k) of Regulation S, summarized as follows: A U.S. Person is: (i) Any natural person resident in the United States: (ii) Any partnership or corporation organized or incorporated under the laws of the United States; (iii) Any estate of which any executor or administrator is a U.S. person; (iv) Any trust of which any trustee is a U.S. person; (v) Any agency or branch of a foreign entity located in the United States; (vi) Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (vii) Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and (viii) Any partnership or corporation if: (a) Organized or incorporated under the laws of any foreign jurisdiction; and (b) Formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in § 230.501(a)) who are not natural persons, estates or trusts. A U.S. Person is not: (i) Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States; (ii) Any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if: (a) An executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and (b) The estate is governed by foreign law; (iii) Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person; (iv) An employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country; (v) Any agency or branch of a U.S. person located outside the United States if: 2 EFTA00292283  (a) The agency or branch operates for valid business reasons; and (b) The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and (vi) The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans. EFTA00292284  CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This offering memorandum contains statements which, to the extent that they do not recite historical facts, constitute 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," "can," "could," "should," "would," "believe," "expect," "anticipate," "estimate," "intend," "plan" or other words or expressions of similar meaning. These forward-looking statements are based on the current expectations of the Issuer about future events. The forward-looking statements include statements that reflect the Issuer's beliefs, plans, objectives, goals, expectations, anticipations and intentions with respect to the use of proceeds of this offering of the SVCs; the Fund's investment strategy, investment thesis, investment criteria, and methodology for calculating Net Asset Value; intentions and expectations with respect to the management and advisors of the Manager, realization of proceeds from investments by the Fund, potential redemptions and buybacks of the SVCs, and to remove the SVCs from circulation; the expected capital reserves of the Fund; expectations about development of cryptocurrencies, blockchain technology, and initial coin offerings; expected future performance and business of the Issuer and the Fund and expected effect of British Virgin Island laws and regulations, and expected timing for reporting of Net Asset Value; and changes and uncertainty in statutory and regulatory requirements, including changes to securities, commodities, tax, and other laws, rules and regulations. We urge you to carefully review the TPA and this offering memorandum, particularly the section entitled "Risk Factors," for a more complete discussion of the risks of an investment in the SVCs. Although the Issuer believes that the expectations reflected in the forward-looking statements are reasonable, the Issuer cannot guarantee with respect to the Fund, future investments, results and returns on investments, level of activity, performance or achievements, whether any SVCs will be redeemed or the redemption price of any redemption. Many factors discussed in this offering memorandum, some of which are beyond the Issuer's control, will be important in determining the future performance of the Issuer and the Fund. Consequently, actual results may differ materially from those that might be anticipated from forward-looking statements. In light of these and other uncertainties, you should not regard the inclusion of a forward-looking statement in this offering memorandum as a representation by the Issuer or the Fund that its plans and objectives will be achieved, and you should not place undue reliance on such forward-looking statements. The Issuer does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. • • • 4 EFTA00292285  CERTAIN NOTICES This offering memorandum is furnished for the purpose of providing certain information about the purchase of the SVCs. This offering memorandum and the TPA are to be used by the person to whom those have been delivered solely in connection with the consideration of the purchase of the SVCs described herein. All recipients agree that they will use this offering memorandum for the sole purpose of evaluating a possible investment in SVCs. Acceptance of the TPA by prospective purchasers constitutes an agreement to be bound by the terms therein. THE SVCS WILL BE OFFERED AND SOLD FOR INVESTMENT ONLY TO QUALIFYING RECIPIENTS OF THIS OFFERING MEMORANDUM PURSUANT TO AN EXEMPTION OR EXCLUSION FROM THE REGISTRATION REQUIREMENTS OF APPLICABLE SECURITIES LAWS. PURCHASERS SHALL INFORM THEMSELVES AS TO THE LEGAL REQUIREMENTS AND TAX CONSEQUENCES WITHIN THE COUNTRIES OF THEIR CITIZENSHIP, RESIDENCE, DOMICILE AND PLACE OF BUSINESS WITH RESPECT TO THE ACQUISITION, POSSESSION, OR DISPOSAL OF SVCS. AND ANY FOREIGN EXCHANGE RESTRICTIONS THAT MAY BE RELEVANT THERETO PRIOR TO THE SUBSCRIPTION OF ANY SVCS. NO SVC MAY BE OFFERED, SOLD, RESOLD, OR OTHERWISE TRANSFERRED (I) BY U.S. PERSONS UNTIL AFTER THE FIRST ANNIVERSARY OF THE ISSUANCE OF THE SVCS TO SUCH U.S. PERSONS AND THEN ONLY TO NON-U.S. PERSONS OR U.S. PERSONS WHO ARE QPS; (II) BY NON-U.S. PERSONS, EXCEPT TO (1) OTHER NON-U.S. PERSONS IN OFFSHORE TRANSACTIONS IN COMPLIANCE WITH RULE 903 OR RULE 904 PROMULGATED UNDER THE SECURITIES ACT OR (2) U.S. PERSONS THAT ARE QPS AFTER THE FIRST ANNIVERSARY OF THE ISSUANCE OF THE SVCS TO SUCH NON-U.S. PERSON; OR (III) TO THE FUND OR THE ISSUER OR ANY AFFILIATE THEREOF, EXCEPT IN COMPLIANCE WITH APPLICABLE LAW, RULE OR REGULATION (INCLUDING WITHOUT LIMITATION RULES IMPOSED BY CRYPTOCURRENCY EXCHANGES, SECURITIES EXCHANGES, OR ALTERNATIVE TRADING SYSTEMS ON WHICH THE SVCS MAY BE LISTED FROM TIME TO TIME) (COLLECTIVELY, THE "TRANSFER RESTRICTION"). AS A CONDITION PRECEDENT TO ANY TRANSFER OF ANY SVC, THE INITIAL PURCHASER (AND ANY SUBSEQUENT HOLDER) SHALL REQUIRE THAT ANY SUBSEQUENT PURCHASER, HOLDER, OR TRANSFEREE OF SUCH SVC COVENANT NOT TO OFFER, SELL, RESELL, OR OTHERWISE TRANSFER SUCH SVCS TO ANY U.S. PERSON WHO IS NOT A QP AND TO FULLY COMPLY WITH THE TRANSFER RESTRICTION (THE "TRANSFER PREREQUISITE'). ANY ACTION THAT IS IN VIOLATION OF THE TRANSFER RESTRICTION OR THE TRANSFER PREREQUISITE SHALL BE VOID AB INITIO. THE TRANSFER RESTRICTION OR TRANSFER PREREQUISITE MAY ONLY BE WAIVED BY THE PRIOR WRITTEN CONSENT OF THE ISSUER OR ITS AUTHORIZED DELEGATE. SVCS SHALL NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, EXCEPT IN FULL COMPLIANCE WITH THE TRANSFER RESTRICTION, THE TRANSFER PREREQUISITE, AND ALL APPLICABLE LAWS, RULES, AND REGULATIONS OF THE TRANSFEROR'S JURISDICTION AND THE TRANSFEREE'S JURISDICTION. EACH OF THE TRANSFEROR AND TRANSFEREE ARE CHARGED WITH THE DUTY OF COMPLYING WITH ALL APPLICABLE LAWS, RULES, AND REGULATIONS FOR ANY TRANSFER OF THE SVCS. In making an investment decision, purchasers must rely on their own examination and analysis of the SVCs, the Issuer and the Fund, this offering memorandum, the TPA, and the terms of this Offering, including the risks involved. Prospective purchasers shall not construe the contents of this offering memorandum as legal, business, tax, accounting, investment, financial, or other advice in any manner. Each prospective purchaser is urged to consult its own advisers as to legal, business, tax, regulatory, accounting, financial, and other consequences of its investment in the SVCs. No person has been authorized in connection with this Offering to give any information or make any representations other than as contained in this offering memorandum. Any representation or information not contained herein must not be relied upon as having been authorized by the Issuer, the Fund, the General Partner, the Manager, or any of their partners, members, officers, employees, managers, affiliates or agents. While information in this offering memorandum is believed to be reliable for the purpose used herein, none of the Issuer, the Fund, the General Partner, the Manager, nor any of their partners, members, officers, employees, managers, affiliates or agents assumes any responsibility for the accuracy of such information. The delivery of this offering memorandum does not imply that the information herein is correct as of any time subsequent to the date of this offering memorandum. In the event that any extrinsic information provided or statements made, including any information provided or statements made in the white paper, any press release or media coverage, or any other oral or written statement by the Issuer, the Fund, the General Partner, the Manager, or their respective agents conflicts with any information or statements contained herein, the information and statements herein shall control and supersede any such extrinsic information and statements. In particular, you must not rely upon or evaluate, without limitation, any representations or information contained in the news article regarding the Fund published by various media sources on or about April 30, 2018. Such article contained material misstatements of fact, for which reason the Issuer issued a corrective article on May 3. See "Summary—Media Coverage" for additional information. 5 EFTA00292286  This offering memorandum is not a prospectus and does not purport in any manner to contain sufficient information a reasonable purchaser may require to form an investment decision. This offering memorandum shall not be relied upon solely in relation to and shall not be taken solely as the basis for, an investment decision. This offering memorandum contains the terms of this Offering and a summary of certain documents referred to herein. These summaries do not purport to be complete and they are subject to and qualified in their entirety by reference to the applicable documents. Copies of the documents referred to herein will be provided to any prospective purchaser upon reasonable request and should be reviewed for complete information concerning the rights, privileges, and obligations of purchasers of the SVCs. In the event that descriptions in or terms of this offering memorandum are inconsistent with or contrary to the description in or terms of such other documents, such other documents shall control. Information contained on any website or other digital link referenced herein is not a part of this offering memorandum, is not incorporated by reference, and is only an inactive textual reference. The distribution of this offering memorandum and the offer and sale of the SVCs may be restricted by law in certain jurisdictions. This offering memorandum does not constitute an offer to sell or the solicitation of an offer to buy (and may not be circulated to any persons or entities) in any country, state, or other jurisdiction when it is unlawful to make such offer or solicitation in such state or jurisdiction. This Offering is not made to or directed at, and may not be acted upon by, persons or entities in, or citizens of, Argentina, Balkans, Belarus, Bolivia, Bulgaria, Burma, Costa Rica, Cote D'Ivoire (Ivory Coast), Cuba, Democratic Republic of Congo, Ecuador, India, Indonesia, Iran, Iraq, Liberia, Nicaragua, North Korea, People's Republic of China, Qatar, Russia, Slovenia, South Korea, Sudan, Syria, Vietnam, and any other jurisdiction in which this Offering is, or may become, prohibited (each a "Prohibited Jurisdiction"). Accordingly, no person or entity in a Prohibited Jurisdiction shall be eligible or permitted to, whether directly or indirectly, subscribe, purchase or acquire, or offer to subscribe, purchase or acquire, any SVCs. This offering memorandum and any other document or material in connection with the offer, sale, and issuance of the SVCs may not be circulated or distributed, whether directly or indirectly, to persons or entities in, or citizens of, a Prohibited Jurisdiction. PROSPECTIVE PURCHASERS MUST BEAR IN MIND THAT PAST OR PROJECTED PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS, AND THERE CAN BE NO ASSURANCE THAT THE FUND WILL ACHIEVE DESIRABLE RESULTS OR THAT TARGETED RETURNS WILL BE MET. LOSSES WILL LIKELY OCCUR. THIS OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE FOR INTERESTS IN THE ISSUER OR THE FUND. Statements in this offering regarding the Fund's investment focus, targets and size of expected transactions, specific or general strategies, and similar statements are not limitations, and the governing documents of the Fund as described in 'Summary" and "The Fund: " that summarize and elaborate on the principal terms of the Fund will provide flexibility to invest outside of the parameters and terms described herein. Statements contained herein that are attributable to the Issuer, the Fund, the General Partner, and the Manager, or their investment professionals or other personnel, are not made in any person's individual capacity. References herein to 'expertise" or 'specialized," or any person being an "expert" or a "specialist," are based solely on the reasonable belief of the Manager and Issuer, are intended only to indicate proficiency as compared to an average person, and in no way to limit the exculpation provisions and related standard of care as more fully described in this offering memorandum. The Fund is not required to register or be regulated as a mutual fund under the Mutual Funds Law (as amended) of the Cayman Islands. Neither the Cayman Islands Monetary Authority, nor any other governmental authority in the Cayman Islands has passed judgment upon or approved the terms or merits of this offering memorandum. There is no investment compensation scheme available to purchasers in the Cayman Islands. The Issuer is not required to register or be recognized as a fund under SIBA. Neither the British Virgin Islands Financial Services Commission, nor any other governmental authority in BVI has passed judgment upon or approved the terms or merits of this offering memorandum. There is no investment compensation scheme available to purchasers in BVI. 6 EFTA00292287  INTRODUCTION TO THE SVC OFFERING Highlights of Andra Team Experience The members of the Andra Capital Fund LP or Fund team (the "Andra Team')' believe they will be able to create market leading returns based on the following core factors: • Creating a unique investment thesis and approach that addresses structural inefficiencies in the venture investment space; • Ability to identify technology investments with a strong growth profile; • Access to securities across the capital structure of late-stage technology companies at an attractive valuation; • Portfolio construction to capture significant upside while maintaining strong principal preservation quality and diversifying idiosyncratic risks to any individual company; • Operational expertise in scaling multiple technology companies; and • Historical track record of Andra partners in successful exits and generating robust deal flow. Andra Investment Thesis The Andra Team's objective is to achieve superior long-term risk-adjusted capital appreciation by investing directly in a portfolio of venture-funded technology companies selected by the Manager (as defined below). The Fund intends that approximately eighty percent (80%) of the Fund's capital will be used to make un-leveraged investments in leading late- stage private technology companies, in particular in companies at funding stages Series C and Series D+. The Fund intends that approximately twenty percent (20%) of the Fund's capital will be allocated to make opportunistic investments on a discretionary basis which may include buybacks of the SVCs, investment in proven blockchain companies, and earlier stage companies that have demonstrated standout traction and the potential to achieve breakout success. The Andra Team believes it will be a leader in the field because of its strong deal flow, proprietary selection criteria and screening of late-stage technology companies, and ability to actively construct a uniquely risk-adjusted and diversified portfolio. Fund Strategy Our primary objective in building the portfolio for the Fund is to provide investors with exposure to growing late-stage private companies approaching a liquidity event, while diversifying idiosyncratic risks at the individual company level. Each investment is subject to a comprehensive review of its effect on the existing portfolio, evaluation of the company's financial condition, an in-depth industry and business analysis, legal and transaction structure, risk factors, and security analysis. 'The backgrounds of the members of the Andra Team and examples of investments and startups are shown for informational purposes only and because members of the Andra Team expect to utilize prior knowledge and experience to invest in late•stage technology companies as part of the investment strategy. Past performance should not be relied upon for any reason and is not indicative of future results. Additional information regarding experience of the members of the Andra Team is available. Losses in the Fund may occur, which may have a negative effect on the value of the SVCs. The SVC does not represent or qualify as an interest in the Issuer or in the Fund and does not grant any equity or voting rights in. or claim against, the Issuer. Fund. General Partner, or Manager. Furthermore. the SVC is not. and does not represent or qualify as. a fund unit or structured product. 7 EFTA00292288  HOW TO PURCHASE In this Offering, which is expected to begin on or about the date hereof, the Issuer will offer and sell the SVCs to permitted purchasers at a price per SVC of US $1.00 pursuant to a TPA. In order to purchase the SVCs in this Offering, you must execute the electronic TPA, which will be available at sale.andracapital.com. Subscriptions for the SVCs in this Offering may be paid in United States dollars (-USD"), Bitcoin ('BTC), or Ether ("EMI If you are interested in purchasing SVCs, you must carefully read this offering memorandum and the TPA. Information contained or linked on our websites or other communication channels (Telegram, Twitter, Facebook. Linkedln, YouTube. Reddit. Bitcoin Talk, etc.) is not incorporated by reference into this offering memorandum and is not a part of this Offering. By executing the TPA, you will attest, represent, and warrant that, among other things, you: • have received, read, and understood this offering memorandum and the TPA; • are eligible under the laws, rules, and regulations of your jurisdiction to purchase SVCs and are not a person in any jurisdiction where the offer or sale of the SVCs is not permitted under applicable law; • have satisfied and are in full observance of all laws, rules, and regulations of your jurisdiction in connection with the offer, sale, and issuance of the SVCs; • accept and agree to the terms (including the Transfer Restriction and the Transfer Prerequisite) of the SVCs; • are purchasing the SVCs for your own account for investment purposes only and not with a view to resale or distribution; • are financially sophisticated, understand and accept the direct and indirect risks associated with SVCs, blockchain technology, and business proposition of the Fund; • are aware that your information may be provided to governmental agencies and regulatory authorities; • you have not used any means, electronic or otherwise, to circumvent legal restrictions, including, but not limited to, the use of any virtual private network or similar system; • if you are an entity, that its investment in the SVCs has been duly authorized; and • have provided true, correct, and complete information to satisfy 'know your customer and anti-money laundering requirements. Subscriptions will be effective only when the General Partner, on behalf of the Issuer, accepts them, and the General Partner, on behalf of the Issuer, reserves the right to reject any purchase in whole or in part, in its sole and absolute discretion. Subscriptions need not be accepted in the order received, although the SVCs may be allocated among purchasers who subscribed early in the offering period and larger investments may be given priority in allocations, subject to receipt of funds and certain regulatory considerations. If a purchase is not accepted, those funds will be returned promptly to the purchaser following the closing or termination of this Offering. The Issuer plans to carefully monitor its cash needs and convert the proceeds of this Offering in what it believes is a prudent fashion on an as needed basis, in its sole discretion. This Offering will end upon the earliest of: (i) the full purchase of all SVCs offered hereunder; (ii) the date at which this Offering is closed by the Issuer in its sole discretion; or (iii) the date at which this Offering is terminated by the Issuer in its sole discretion. Purchasers will be alerted to the closing, extension or termination of this Offering, as applicable, and whether they were successful in subscribing by email, with an update to their accounts. • 8 EFTA00292289  OVERVIEW OF THIS OFFERING The following is a summary of the principal features of the SVCs and is taken from, and is qualified in its entirety by. this offering memorandum and the TPA. Issuer Andra Capital Tokens Inc.. a newly organized British Virgin Islands business company. SVC An ERC20 smart contract digital token representing an indirect fractional non-voting economic interest in the sole limited partnership interests of Andra Capital Fund LP (the "Fund'), an open-end investment fund formed as a Cayman Islands exempted limited partnership. Price Per SVC US $1.00 per SVC (the "Price Per Token"). Closing Date This Offering will end upon the earliest of: (i) the full purchase of all SVCs offered hereunder: (ii) the date at which this Offering is closed by the Issuer in its sole discretion; or (iii) the date at which this Offering is terminated by the Issuer in its sole discretion (the "Final Closing Date"). The Issuer reserves the right, in its sole and absolute discretion, to hold an initial closing at the end of the Pre-Sale (as defined below) and issue SVCs to those purchasers whose purchases were submitted and accepted during the Pre-Sale (as defined below) (the "Pre-Sale Closing Date" and, together with the Final Closing Date, the 'Closing Dates"). Use of Proceeds The Issuer may, in its sole and absolute discretion, invest or cause to be invested all or any portion of the gross proceeds received in connection with the issuance of SVCs on the Pre-Sale Closing Date (if any), and including for the avoidance of doubt the gross proceeds received by the Issuer during the Pre-Sale (as defined below) but prior to the Pre-Sale Closing Date, in investments otherwise suitable for the Fund (such investments, "Pre-Sale Proceeds Investments"). On or before the Pre-Sale Closing Date, the Issuer contributed gross proceeds received in connection with SAFTs (as defined below) accepted by the Issuer during the Pre-Sale (including any Pre-Sale Proceeds Investments) to the Fund as a contribution of capital, and in exchange for the contribution of such gross proceeds the Issuer became the sole limited partner of the Fund (the "Limited Partner" and, together with the General Partner (as defined below), as general partner of the Fund, the 'Partners"). The Issuer will contribute the gross proceeds of this Offering (less any amounts previously contributed in respect of the Pre-Sale) to the Fund as one or more additional contributions of capital to the Fund in respect of its limited partnership interest therein. Following the contributions described in this paragraph the Issuer will have no additional capital commitment to the Fund. Additional Offering The Issuer may issue additional SVCs from time to time at the then-current market price after the Final Closing Date (an "Additional Issuance"), provided that no such Additional Issuance may be made until at least eighty percent (80%) of the gross proceeds of this Offering have been invested or reserved for future investment or payment of expenses. All SVCs issued pursuant to an Additional Issuance shall be identical to the SVCs issued in this Offering and in all other Additional Issuances (if any). Fund and Investment The Fund's objective is to achieve superior long-term risk-adjusted capital appreciation Objective by investing directly in a portfolio of venture-funded technology companies selected by the Manager (as defined below). The Fund intends that approximately eighty percent (80%) of the Fund's capital will be used to make un-leveraged investments in leading late-stage US technology companies, in particular in companies at funding stages Series C and Series D+. The Fund intends that approximately twenty percent (20%) of the Fund's capital will be allocated to make opportunistic investments on a discretionary basis which may include buybacks of the SVCs, investment in proven blockchain companies, and earlier stage companies that have demonstrated potential to achieve