1. Turning
APStartup
into
CrowdRound.bz
Asia
Pacific
DealFlow
Ltd
1703
Infinitus
Plaza,
188
Des
Voeux
Rd
Central
Hong
Kong

2. About
the
Founder
Serial
Entrepreneur
TIE
Mentor
TEN
member
Cocoonian
Startups
E-­‐Finet.com
(8317.hk)
ForRtude
SecuriRes
New
Media
Research
Career
Thomson
Financial
SBC
Warburg
Offshore
Banking
Family
Office
mgmt.
download
Tony
Cha’s
career
bio

3. APStartup.com
Create,
Build,
Promote
and
Fund
WE
ARE
CURRENTLY…
• A
social
network
pla:orm
for
Entrepreneurs
• Apps
For
Startups
• DealFlow
for
Investors

4. Deal
Flow
for
Investors
Social
network
for
Entrepreneurs
Apps
for
Startups
DealFlow
for
Investors
Crowdfunding
for
Companies

5. APStartup
–
layers
of
data
Individuals
Startups
Groups
Entrepreneurs,
Investors,
Any
type
of
business,
Private
Groups,
clubs
and
Mentors
and
&
Advisors,
company
or
organizaRon
associaRons,
local
angel
Service
Providers
groups,
VC
firms

6.
Users
and
Startup
lisRng
esRmates
Growth
of
Users
Growth
of
Startup
lisRngs
Note
Q1-­‐Q4
are
2011
actual
7000
1600
600
Total
LisRngs
6000
No
of
users
1400
Higher
pickup
in
users
500
New
LisRngs
expected
with
1200
5000
New
users
compleRon
of
site
400
1000
4000
800
300
3000
600
200
2000
400
100
1000
200
0
0
0
1
2
3
4
5
6
7
8
9
10
11
12
1
2
3
4
5
6
7
8
9
10
11
12
Quarterly
Quarterly
Nascent
growth
in
Y1,
re-­‐pivot
and
re-­‐launch
apstartup
in
Q1
2013

7. Current
Crowdfunding
legislaRon
• US
-­‐
Jobs
Act
announced
April
2012
but
sRll
not
enacted
by
SEC
• UK
–
legal
,
crowdcube.com
is
the
leader
• Europe
–
Early
nascent
stages.
Example
seeders.com
(
Sweeden)
• 2
Rer
regulaRon
–
EU
regulaRon
plus
local
naRonal
regulaRon
COMPLEX
AND
TOO
MUCH
REGULATION
Inefficient
and
costly
to
Crowdfund

8. Why
offshore
• Hedge
funds
use
offshore
• Why
Belize
 Resolves
the
complex
 Recognized
offshore
regulatory
rules
of
different
jurisdicRon
for
companies
jurisdicRons
and
funds
 Tax
efficient
 Former
UK
territory
with
 Cost
efficient
common
law
 High
scalability
• Partners
on
Belize
• RegulaJon
 Belize
Bank
 Belize
Lawyers
 Lighter
regulaRon
on
markeRng
and
compliance
 Belize
licensed
service
providers
 Increase
benefit
of

9. The
Crowd
Round
CrowdRound.bz
Ideas
and
Startups
Professional
COMPANIY
The
Crowd
Round
is
an
early
services
round
of
funding
taken
by
(web-­‐design,
means
of
internaRonal
formaGons)
funds
crowdfunding
We
take
10%
of
any
funding
BELIZE
BANK
CROWDROUND
ADMINISTRATOR
companies
shares
transfer
them
into
a
Belize
Company
We
sell
shares
in
the
Belize
company
to
crowdfunding
investors
,
upto
50
investors
INVESTOR
are
allowed
Advice
and
Mentorship,
network
introducGons

10. Crowd
Round
-­‐
How
it
works
Belize
Protected
Cell
company
ArRcles,
CerRficate
of
IncorporaRon
Shareholders
agreement
of
SPV
Belize
SPV
owns
Target
co
issues
10%
of
target
co
Shares
Registrar,
share
issued
10-­‐20%
of
shares
to
SPV
for
crowd
round
Target
company
Investors
buys
shares
seeking
directly
in
the
SPV
fundraising
investor1
Investor
2
Investor
3
Investor
4

11. Crowd-­‐funding
simplest
structure
•
Using
a
Special
Purpose
Vehiclefor
issuing
shares
in
the
Crowd
Round
Investee
Co.
•
Investee
issues
shares
(ie
$
Ordinary
Shares
10-­‐20%
of
total
capital)
to
SPV
SPV
Belize
Investors
buy
shares
SPV
Belize
Funds
Invested
$
Share
CerRficates
• -­‐
protecRon
of
investors
-­‐
reporRng
requirements
-­‐
use
of
funds
Investors
-­‐

12. The
Belize
offshore
model
AP
Crowd
(Belize
company)
Belize
Bank
Belize
Administrator
(handling
of
(handles
share
transfer)
Belize
Legal
advisor
investment
transfers)
investment
Crowdfund
investors
Crowdfund
company

13. Belize
Offshore
Crowdfunding
using
protected
cell
company
INVESTEE
ISSUE
OF
SHARES
Using
a
Protected
Cell
Company
as
the
US$
PPC
SPV
for
global
investors
in
the
shareholder
crowdfund
round
PCC
removes
risks
borne
by
ordinary
Investor
1
TRUSTEE
Investor
3
shareholders
in
the
crowd
round
Scalable
–
unlimited
number
of
investors
(cells)
in
the
PPC
Investor
3
Investor
2
Trustee
to
manage
the
PPC
under
a
deed
of
trust
by
Trustee
Risks
associated
with
crowdfund
round
is
separated

14. Belize
Special
Purpose
Vehicle
using
a
Protected
Cell
Company
Investors
invest
into
a
Belize
SPV
Inv1
Inv2
Inv3
Inv4
inv5
(
protected
cell
company)
SPV
Each
sell
is
owned
by
1
investor,
cell
purchases
shares
in
funding
Cell1
Cell2
Cell3
Cell4
Cell5
funding
Co
shares1
shares2
shares3
shares4
Shares5
Funding
Co
issues
shares
to
SPV
under
name
of
each
cell
Funding
co

15. Investment
Process
(using
a
Belize
protected
Cell
Company)
• Allows
for
pulling
of
small
Agreement
• Company
signs
agreement
to
do
crowdfund
investments
from
many
small
investors
• APCrowd
Capital
sets
up
Belize
SPV
protected
cell
• SPV
Protected
cell
offers
SPV
company
protecRon
of
liabiliRes
of
other
investors
• Begin
markeRng
of
Agreement
of
Company
on
• Each
cell
invests
directly
MarkeRng
CrowdFund.bz
into
the
shares
of
the
target
company
• Crowd
investors
invest
and
funds
flow
into
bank
Investmen account
of
SPV
• Shareholding
voRng
is
by
ts
electronic
poll
• Funds
are
used
to
purchase
shares
of
Company
in
• Complete
SPV
will
vote
by
SPV
the
name
of
each
cell
purchases
proxy
shares

16. Belize
SecuriRes
Trading
Licence
RegulaJon
List
of
approved
Services
• Regulated
by
Belize
InternaRonal
Financial
• Money
brokering.
Services
Commission
• Money
lending
and
pawning.
• The
License
shall
at
all
Rmes
comply
with
• Money
exchange.
the
provisions
of
the
Act,
the
Amended
Act
and
the
RegulaRons
made
there
• Safe
custody
services.
under,
as
amended
from
Rme
to
Rme,
as
• AccounRng
services
well
as
the
IFS
PracRRoners
(Code
of
• Brokerage,
consultancy
or
advisory.
Conduct)
RegulaRons,
2001,
as
amended
FormaRon
or
management
of
from
Rme
to
Rme
internaRonal
business
companies
or
other
offshore
enRRes.
• The Licensee is required to fully
• asset
protecRon
and
management.
disclose to customers the charges for
services performed by registered firms • InternaRonal
collecRve
investment
in connection with securities schemes
(such
as
mutual
funds,
transactions and shall not be unit
trusts,
etc).
discriminatory between customers.
• Money
transmission
services
• Payment
processing
services

17. Summary
of
CrowdRound
• Benefits
to
Company
• Benefits
of
CrowdRound
 Cost
effecRve
way
to
pursue
 Faster
process
than
doing
Crowdfunding
Angel
rounds
 Less
compliance
issues
with
 Good
way
of
building
enough
developing
onshore
regulaRons
investorbase
for
an
IPO
 Raise
a
global
profile
and
not
just
 Building
a
userbase
for
your
investors
in
your
own
backyard
products
also
 Benefits
to
Investors
 Efficient
and
high
impact
way
of
fund-­‐raising
 Can
look
at
truly
global
projects
 Allows
accesss
to
world-­‐class
 Can
build
a
poroolio
of
investments
startups
and
early
stage
businesses
 Convenience
and
anonymity
of
invesRng
offshore

18. Case
Studies
:
CrowdCube
UK

19. CrowdCube
:
How
it
works

20. Thank
You
!
Asia
Pacific
DealFlow
Ltd
Registered
address
:
Suite
1703
Infinitus
Plaza
199
Des
Voeux
Road
Central
Hong
Kong
Tel
+825
2570
1161
Fax
+825
3020
1086
info@apstartup.cm