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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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COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT; (C) TO THE RESERVE, AS
PERMITTED UNDER APPLICABLE LAWS AND REGULATIONS OR PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM AND IN ACCORDANCE WITH THE TERMS OF THE SPiCE TOKENS; OR (D) TO
SPiCE VC OR ANY SUBSIDIARY THEREOF AND, IN EACH CASE, AS PERMITTED UNDER APPLICABLE LAWS
AND REGULATIONS OR PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD
BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR
AN INDEFINITE PERIOD OF TIME. FURTHERMORE, IN THE EVENT OF ANY REDEMPTION, A MAXIMUM OF
99 BENEFICIAL OWNERS THAT ARE U.S. PERSONS WILL BE REDEEMED.

Notice to all prospective investors


Prospective investors should 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, holding or disposal of the SPiCE
Tokens, and any foreign exchange restrictions that may be relevant thereto. The distribution of this Information
Memorandum and the offer and sale of the SPiCE Tokens in certain jurisdictions may be restricted by law. 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.
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, and
to observe, all applicable laws and regulations of any relevant jurisdiction. 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, if issued, given or made, such advertisement, information or representation must not be
relied upon as having been authorised by SPiCE VC. This Information Memorandum does not constitute, and may not be
used for the purposes of, 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. 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.
Prospective investors should inform themselves as to: (a) the legal requirements of their own countries for the purchase,
holding, transfer or other disposal of the SPiCE Tokens; (b) any foreign exchange restrictions applicable to the purchase,
holding, transfer or other disposal of the SPiCE Tokens which they might encounter; and (c) the income and other tax
consequences which may apply in their own countries as a result of the purchase, holding, transfer or other disposal of the
SPiCE Tokens. Prospective investors must rely upon their own representatives, including their own legal advisers and
accountants, as to legal, tax, investment or any other related matters concerning SPiCE VC, the SPiCE Tokens and an
investment therein. The contents of SPiCE VC’s website, including any websites accessible from hyperlinks on SPiCE VC’s
website, do not form part of this Information Memorandum.
The contents of this Information Memorandum have not been approved by an authorised person within the meaning
of the laws of the European Union. 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.

Notice to prospective EEA investors


This Information Memorandum does not constitute a prospectus for the Prospectus Directive, 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, 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.
In relation to each Relevant Member State, no offer of SPiCE Tokens has been, or will be, made to the public in that
Member State, 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;
(b) to fewer than 150 natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive);
or
(c) in any other circumstances falling within article 3(2) of the Prospectus Directive,
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, or supplement a prospectus pursuant to article 16 of
the Prospectus Directive.
For the purposes of this provision, 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, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus
Directive.

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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), 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); 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). IN RELATION TO EACH MEMBER STATE OF THE EEA
WHICH, AT THE DATE OF THIS INFORMATION MEMORANDUM, HAS NOT IMPLEMENTED THE AIFM
DIRECTIVE, 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).

Notice to prospective United Kingdom investors


In the United Kingdom, 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, as amended, (the Order); (ii) persons falling within article 49(2)(a) to (d)
(“high net worth companies, unincorporated associations etc.”) of the Order; 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). 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 the United Kingdom, any activity to which this Information Memorandum relates is only available to, and
will only be engaged in with, a Relevant Person.

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, by means of any document,
other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the
SFO) and any rules made under the SFO; or (b) insofar as applicable, 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.
32) of Hong Kong (the CWUMPO) or which do not constitute an offer to the public within the meaning of the CWUMPO.
No advertisement, invitation or document relating to the SPiCE Tokens has been or will be issued, 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), which is directed
at, or the contents of which are likely to be accessed or read by, 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.

Notice to prospective Singapore investors


This Information Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore (MAS).
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, Chapter 289 of Singapore (SFA).
However, no action has been, or will be, 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.
Accordingly, this Information Memorandum and any other document or material in connection with the offer or sale, or
invitation for subscription or purchase, of SPiCE Tokens may not be circulated or distributed, nor may SPiCE Tokens be
offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, 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; or
(b) pursuant to, and in accordance with, the conditions of the “private placement” exemption in Section 302C of the
SFA, 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.
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, or subscribe for any
SPiCE Tokens in, the Main Sale or the Offering, without first directly confirming with SPiCE VC if they are
eligible to receive the Information Memorandum or other documents or materials, or to participate in the Pre-Sale
or the Main Sale; or

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(b) subscribe for the SPiCE Tokens with a view to resale or distribution.

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). Any offering of the SPiCE Tokens in Israel will be exclusively made to, and directed at,
Qualified Investors, as defined in Schedule 1 of the Israeli Securities Law. Accordingly, this Information Memorandum
and/or any other offering materials relating to the SPiCE Tokens may be made available in Israel solely to Qualified
Investors. None of the Offering, or the interests, or any constituent material of the foregoing, has been reviewed, qualified or
approved by the Israeli Securities Authority or any other government or regulatory body.

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.

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, respectively, the Cyberspace Administration of China, the Ministry of Industry and Information
Technology of the People’s Republic of China, the State Administration for Industry and Commerce of the People’s
Republic of China, the China Banking Regulatory Commission, the China Securities Regulatory Commission and the China
Insurance Regulatory Commission, initial coin offerings and other forms of digital token financing are prohibited in the
People’s Republic of China. Accordingly, 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, or offer to enter into, any agreement to purchase, acquire, dispose of, subscribe for or underwrite any SPiCE
Tokens or other securities or structured products in the People’s Republic of China. 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.

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, or
is intended to be registered, 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, or is intended to be made, by the CBR or a Russian stock
exchange. 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. Information set forth in
this Information Memorandum is not an offer, advertisement or invitation to make offers, to sell, exchange or otherwise
transfer, 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, unless and to the extent otherwise permitted under Russian law.

Notice to persons in the Republic of Korea


Following the announcement by the Financial Services Commission on 29 September 2017, initial coin offerings are
prohibited in the Republic of Korea. Accordingly, 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, or offer to enter into, any agreement to purchase, acquire, dispose of, subscribe for or underwrite any SPiCE
Tokens or other securities or structured products in the Republic of Korea. This Information Memorandum is being
communicated only to persons outside the Republic of Korea and has not been reviewed by any regulatory authority therein.

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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 OFFERING
The Offering will be separated into two periods, the Pre-Sale and the Main Sale. Further details as to how prospective
investors can participate in the Pre-Sale and the Main Sale, including further details of the subscription conditions, are set
out below.
The SPiCE Tokens are being offered on SPiCE VC’s website at https://www.spicevc.com/.

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.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.
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). 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.
During the Pre-Sale, prospective investors may subscribe for SPiCE Tokens in U.S. dollars, Euros, Bitcoin or Ether, subject
to the terms and conditions of the Pre-Sale.
U.S. Persons must apply to subscribe for a minimum amount of USD 200,000 or equivalent amount in EUR, BTC or ETH.
Non-U.S. Persons must apply to subscribe for a minimum amount of USD 50,000 or equivalent amount in EUR, BTC or
ETH.

Pre-Sale Subscription Form


In order to apply to subscribe for SPiCE Tokens in the Pre-Sale, a prospective investor will need to complete and submit,
before the Pre-Sale closes, the Pre-Sale Subscription Form (including Exhibit A of that Subscription Form), an electronic
copy of which will be made available on SPiCE VC’s website at https://www.spicevc.com/.
By executing the Pre-Sale Subscription Form, each prospective investor (a Pre-Sale Subscriber) will attest that, amongst
other things listed therein, he, she or it:
 has received, read and understood this Information Memorandum;
 accepts and agrees to the terms of the SPiCE Tokens and the terms of the Pre-Sale;
 is applying to purchase the SPiCE Tokens for his, her or its own account for investment purposes only and not
with a view to resale or distribution;
 if the payment of the Subscription Amount is to be by way of BTC or ETH, is the owner of the public address for
his, her or its digital wallet provided to SPiCE VC and he, she or it is the sole owner of the private key to that
address;
 is the owner of the public address for his, 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, and he, she or it is the sole owner of the
private key to that address;
 represents that he, she or it is able to purchase SPiCE Tokens because he, she or it is either:
o an “accredited investor” as such term is defined in Rule 501 of Regulation D under the Securities Act; or
o a Non-U.S. Person;
 represents that any purchase of the SPiCE Tokens by him, her or it is permissible and complies in all respects with
laws applicable to him, her or it and that, if the Pre-Sale Subscriber is a corporate or other legal entity, its
investment in the SPiCE Tokens has been duly authorised; and
 is in compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, as amended, is not on any governmental authority watch list and he,
she or it will comply with any other legal, regulatory and compliance requirements and checks, including, but not
limited to, anti-money laundering and sanctions compliance checks that may be imposed by SPiCE VC.
A U.S. Pre-Sale Subscriber must provide SPiCE VC with all documents necessary to confirm, in SPiCE VC’s sole
determination, that U.S. Pre-Sale Subscriber’s status as an “accredited investor”, as defined in Rule 501 of the Securities
Act.
An Israeli Pre-Sale Subscriber must provide SPiCE VC with all documents necessary to confirm, in SPiCE VC’s sole
determination, that Israeli Pre-Sale Subscriber’s status as a “qualified investor”, as defined in Schedule 1 of the Israeli
Securities Law.

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Each Pre-Sale Subscriber must state in the Pre-Sale Subscription Form the maximum subscription amount in USD, EUR,
BTC or ETH (the Pre-Sale Maximum Subscription Amount) in respect of which he, she or it is willing to commit to
SPiCE VC for the SPiCE Tokens.
If the Pre-Sale Subscriber elects in its Pre-Sale Subscription Form to pay the Subscription Amount in BTC, USD or EUR,
the Pre-Sale Subscriber must provide details of his, her or its digital wallet that the SPiCE Tokens will be transferred to, if
the Pre-Sale Subscriber’s Pre-Sale Subscription Form is accepted, and must confirm that he, she or it is the owner of the
public address for his, her or its digital wallet provided to SPiCE VC and he, she or it is the sole owner of the private key to
that address. A Pre-Sale Subscriber paying in BTC, USD or EUR must send a message, containing a unique identifier which
SPiCE VC will send to that Pre-Sale Subscriber, from the digital wallet specified in his, 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.
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, in SPiCE VC’s sole discretion. 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. On
or before 31 March 2018, following a successful closing of the Offering, the SPiCE Tokens will be issued to Pre-Sale
Subscribers whose subscriptions have been accepted against payment, directly or by other means.
SPiCE VC reserves the right to reject any Pre-Sale Subscription Form in whole or in part, in SPiCE VC’s sole discretion.

SPiCE Tokenholder Checks


Before the rights to SPiCE Tokens can be issued to a Pre-Sale Subscriber, that Pre-Sale Subscriber must complete legal,
regulatory and compliance requirements and checks including, but not limited to: (i) anti-money laundering and sanctions
compliance checks; (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, 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; (iii) and confirmations regarding that Pre-
Sale Subscriber’s tax status in Israel; and (iv) where applicable, confirmations regarding the ownership of the digital wallet,
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”). 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), 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.

Pre-Sale Payment Mechanics


Following completion of the SPiCE Tokenholder Checks to the satisfaction of SPiCE VC in its absolute discretion, 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).
If the Pre-Sale Subscriber wishes to pay the Pre-Sale Subscription Amount in USD or EUR and is accepted by SPiCE VC,
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.
If the Pre-Sale Subscriber wishes to pay the Pre-Sale Subscription Amount in ETH or BTC and is accepted by SPiCE VC,
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.io/ to which the Pre-Sale Subscription Amount must be transferred together with a unique identifier,
which must be submitted with the payment of the Pre-Sale Subscription Amount. Vo1t will hold a separate Digital Wallet
for each Pre-Sale Subscriber.
SPiCE VC reserves the right to replace North Capital and/or Vo1t, at its absolute discretion or to add alternative providers of
fiat accounts or digital wallets.
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.

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. The value of the Multiplier shall be determined by the value in USD of
a Pre-Sale Subscriber’s Pre-Sale Subscription Amount, as follows:
(a) the Multiplier shall be 1.3, if the USD Subscription Amount is greater USD 5 million;
(b) the Multiplier shall be 1.25, if the USD Subscription Amount is greater than or equal to USD 500,000 but less than
or equal to USD 5 million; and
(c) the Multiplier shall be 1.2, if the USD Subscription Amount is less than USD 500,000.

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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.
If, following the payment of the Pre-Sale Subscription Amount to SPiCE VC by the Pre-Sale Subscriber, the value of the
Pre-Sale Subscription Amount in USD falls due to changes in the exchange rate, with the result that the Multiplier that
applies, as calculated on the day after the closing of the Offering, 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), then the Original Multiplier shall be used when determining the allocation of the number of rights to SPiCE
Tokens to be issued.
Following: (i) the closing of the Offering; (ii) confirmation that a prospective investor has completed the SPiCE Tokenholder
Checks; and (iii) receipt of the Pre-Sale Subscription Amount from an account owned by the Pre-Sale Subscriber, in the case
of payments in USD or EUR, or with the correct unique identifier, in the case of payments in ETH or BTC, 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.S. dollars, the Pre-Sale Subscription
Amount (inclusive, in the case of Singapore, of any GST); or
(b) if the Pre-Sale Subscription Amount has been received by SPiCE VC in Euros, Bitcoin or Ether, a U.S. dollar
equivalent of that Pre-Sale Subscription Amount (inclusive, in the case of Singapore, of any GST) calculated using
the Conversion Rate.
Offering Price means USD 1 (inclusive, in the case of Singapore, of any GST); and
Multiplier means:
(a) 1.3, if the USD Subscription Amount is greater USD 5 million;
(b) 1.25, if the USD Subscription Amount is equal to or greater than USD 500,000 but less than or equal to USD 5
million; or
(c) 1.2, if the USD Subscription Amount is less than USD 500,000,
with the exception that if, following the payment of the Pre-Sale Subscription Amount to SPiCE VC by the Pre-
Sale Subscriber, the value of the Pre-Sale Subscription Amount in USD falls due to changes in the exchange rate,
with the result that the Multiplier that applies, as calculated on the day after the closing of the Offering, is lower
than the Original Multiplier, then the Original Multiplier shall be the Multiplier when determining the allocation of
the number of rights to SPiCE Tokens to be issued.
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.
Following the calculation of the number of SPiCE Tokens to be issued to a Pre-Sale Subscriber, SPiCE VC will inform the
Pre-Sale Subscriber of the number of SPiCE Tokens to be issued to him, her or it. The Pre-Sale Subscriber’s account on the
SPiCE Token Platform shall be updated accordingly.

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).

HOW TO APPLY FOR SPiCE TOKENS IN THE MAIN SALE


The Main Sale is expected to commence at 8:00 a.m. (London time) on 1 February 2018 and close 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.
In order to apply to subscribe for SPiCE Tokens in the Main Sale, 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, an
electronic copy of which will be made available on SPiCE VC’s website at https://www.spicevc.com/, before the Main Sale
closes.
The currency of the SPiCE Token will be in USD and the Offering Price will be USD 1 per SPiCE Token (inclusive, in the
case of Singapore, of any GST). Subscribers may subscribe for SPiCE Tokens in USD, EUR, BTC or ETH during the Main
Sale.

5
U.S. Persons must apply to subscribe for a minimum amount of USD 50,000 (or an equivalent amount in EUR, ETH or
BTC). Non-U.S. Persons applying to subscribe for SPiCE Tokens in EUR or USD must apply to subscribe for a minimum
amount of USD 50,000 (or an equivalent amount in EUR). There is no minimum subscription amount for Non-U.S. Persons
applying to subscribe for SPiCE Tokens in ETH or 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. 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.

Main Sale Subscription Form


By executing the Main Sale Subscription Form, each prospective investor (a Main Sale Subscriber) will attest that, amongst
other things listed therein, he, she or it:
 has received, read and understood this Information Memorandum;
 accepts and agrees to the terms of the SPiCE Tokens;
 is applying to purchase the SPiCE Tokens for his, her or its own account for investment purposes only and not
with a view to resale or distribution;
 if the payment of the Subscription Amount is to be by way of BTC or ETH, is the owner of the public address
provided to SPiCE VC and he, she or it is the sole owner of the private key to that address;
 represents that he, she or it is able to purchase SPiCE Tokens because he, she or it is either:
o an “accredited investor” as such term is defined in Rule 501 of Regulation D under the Securities Act; or
o a Non-U.S. Person;
 represents that any purchase of the SPiCE Tokens by him, her or it is permissible and complies in all respects with
laws applicable to him, her or it and that, if the Main Sale Subscriber is a corporate or other legal entity, that its
investment in the SPiCE Tokens has been duly authorised; and
 is in compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, as amended, is not on any governmental authority watch list and he,
she or it will comply with any other legal, regulatory and compliance requirements and checks, including, but not
limited to, anti-money laundering and sanctions compliance checks that may be imposed by SPiCE VC.
A U.S. Main Sale Subscriber must provide SPiCE VC with all documents necessary to confirm, in SPiCE VC’s sole
determination, that U.S. Main Sale Subscriber’s status as an “accredited investor”, as defined in Rule 501 of the Securities
Act.
An Israeli Main Sale Subscriber must provide SPiCE VC with all documents necessary to confirm, in SPiCE VC’s sole
determination, that Israeli Main Sale Subscriber’s status as a “qualified investor”, as defined in Schedule 1 of the Israeli
Securities Law.
Each Main Sale Subscriber must state in the Main Sale Subscription Form the maximum subscription amount in USD, EUR,
BTC or ETH (the Main Sale Maximum Subscription Amount) in respect of which he, she or it is willing to commit to
SPiCE VC to apply for the SPiCE Tokens.
If the Main Sale Subscriber elects in its Main Sale Subscription Form to pay the Subscription Amount in BTC, USD or EUR,
the Main Sale Subscriber must provide details of his, her or its digital wallet that the SPiCE Tokens will be transferred to, if
the Main Sale Subscriber’s Main Sale Subscription Form is accepted, and must confirm that he, she or it is the owner of the
public address for his, her or its digital wallet provided to SPiCE VC and he, she or it is the sole owner of the private key to
that address. A Main Sale Subscriber paying in BTC, USD or EUR must send a message, containing a unqiue identifier
which SPiCE VC will send to that Main Sale Subscriber, from the digital wallet specified in his, 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.
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, in SPiCE VC’s sole discretion. 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. On or before 31 March 2018, following a successful closing of the Offering, the SPiCE Tokens will be issued to
Main Sale Subscribers whose subscriptions have been accepted against payment, directly or by other means.
SPiCE VC reserves the right to reject any Main Sale Subscription Form in whole or in part, in SPiCE VC’s sole discretion.

SPiCE Tokenholder Checks


Before the SPiCE Tokens can be issued to a Main Sale Subscriber, that Main Sale Subscriber must complete the SPiCE
Tokenholder Checks) (for further information see the sections of this Information Memorandum below entitled “The

6
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”). 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), 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.

Main Sale Payment Mechanics


Following completion of the SPiCE Tokenholder Checks to the satisfaction of SPiCE VC in its absolute discretion, 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).
If the Main Sale Subscriber wishes to pay the Main Sale Subscription Amount in USD or EUR 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.
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 Digital Wallet to which the Main Sale
Subscription Amount must be transferred together with a unique identifier, which must be submitted with the payment of the
Main Sale Subscription Amount. Vo1t will hold a separate Digital Wallet for each Main Sale Subscriber.
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; (ii) confirmation that a prospective investor has completed the SPiCE Tokenholder
Checks; and (iii) receipt of the Main Sale Subscription Amount from an account owned by the Main Sale Subscriber, in the
case of payments in USD or EUR, or with the correct unique identifier, in the case of payments in ETH or BTC, 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.S. dollars, the Main Sale Subscription
Amount (inclusive, in the case of Singapore, of any GST); or
(b) if the Main Sale Subscription Amount has been received by SPiCE VC in Euros, Bitcoin or Ether, a U.S. dollar
equivalent of that Main Sale Subscription Amount (inclusive, in the case of Singapore, of any GST) calculated
using the Conversion Rate; and
Offering Price means USD 1 (inclusive, in the case of Singapore, of any GST).
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.
Following calculation of the number of SPiCE Tokens to be issued to a Subscriber, SPiCE VC shall immediately inform that
Subscriber as to the number of SPiCE Tokens he, she or it will be issued following the closing of the Offering.

Closing of the Main Sale


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 Main Sale is expected to close at
8:00 p.m. (London time) 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 SPiCE Token
Platform.

The Tranche Option


Any Subscriber whose Subscription Amount exceeds USD 6 million (or an equivalent amount in EUR, ETH or BTC) shall
have the right to elect to pay its Subscription Amount in three tranches, subject to the terms and conditions set out below (the
Tranche Option).
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).

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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, and, together with the Pre-Sale Tranche SPiCE Tokenholder, 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, the Total
Tranched SPiCE Tokens).
The payments by the Tranche SPiCE Tokenholder of the Subscription Amount shall be divided into three equal tranches,
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);
(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); 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, and together with the First Instalment
and Second Instalment, the Instalments and each an Instalment).
On the closing of the Offering, SPiCE VC shall issue the Total Tranched SPiCE Tokens subscribed for by a Tranche SPiCE
Tokenholder to the relevant 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.
Before an Instalment can be paid, the Tranche SPiCE Tokenholder must complete the SPiCE Tokenholder Checks to the
satisfaction of SPiCE VC, in its absolute discretion.
If a Tranche SPiCE Tokenholder does not pay the Second Instalment or the Third Instalment within 30 days of the relevant
anniversary, 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.
A Tranche SPiCE Tokenholder shall not be able to transfer its Total Tranched SPiCE Tokens until the Third Instalment has
been paid.
If the Tranche SPiCE Tokenholder fails to meet the requirements of the SPiCE Tokenholder Checks, SPiCE VC may, in its
absolute discretion, designate the Total Tranched SPiCE Tokens as Blocked SPiCE Tokens.
If a Realisation occurs before the Second Instalment or Third Instalment has been paid, the Tranche SPiCE Tokenholder
shall be able to participate in the Realisation Buyback in respect of all of its Total Tranched SPiCE Tokens.

Closing of the Offering


Following the closing of the Offering, SPiCE VC shall calculate the number of SPiCE Tokens to be issued pursuant to the
Offering (the Preliminary Total). SPiCE VC shall then issue additional SPiCE Tokens to the Founders and to SPiCE VC’s
partners, advisers and service providers for no consideration. The aggregate of the Preliminary Total plus the SPiCE Tokens
issued to the Founders and SPiCE VC’s partners, advisers and service providers being the Total Issued SPiCE Tokens,
such that, following the issue to the Founders, SPiCE VC’s partners, advisers and service providers:
(a) 7.5 per cent. of the Total Issued Spice Tokens shall be held by the Founders; and
(b) 7.5 per cent. of the Total Issued Spice Tokens shall be held by SPiCE VC’s partners, advisers and service
providers.
Following the closing of the Offering, where a Subscriber has paid the Subscription Amount in ETH, 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. Where the Subscriber has paid the Subscription Amount in BTC, USD or EUR, before SPiCE VC
delivers the relevant SPiCE Tokens to the relevant digital wallet specified by that Subscriber in its Subscription Form, 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. If SPiCE VC
receives the message with the correct unique identifier from a Subscriber, it shall deliver that Subscriber’s SPiCE Tokens to
that digital wallet. SPiCE VC expects to deliver the SPiCE Tokens on or before 31 March 2018.
Any unallocated SPiCE Tokens will be held by SPiCE VC and will be unable to participate in any Realisation Buyback (the
Inactive SPiCE Tokens).

Additional SPiCE Tokens


Following the closing of the Main Sale, SPiCE VC reserves the right, in its absolute discretion, 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; 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 100,000,000.
The subscription price for the Additional SPiCE Tokens shall be determined by SPiCE VC in its sole discretion, but shall be
no less than the Offering Price.

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THE ACCOUNTS
Subscribers will be able to subscribe for SPiCE Tokens during the Offering by paying USD, BTC, ETH or EUR into the
Accounts. Tendered funds shall be held in the Accounts until the Offering closes or terminates.

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.
Once the Offering has closed, SPiCE VC may withdraw the funds held in the Fiat Account and, at their sole discretion, shall
determine a portion of the funds received in EUR to convert into USD.
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, such funds shall be promptly returned by North Capital net of
any outgoing wire fees charged by North Capital’s banking institution, subject to the completion of all SPiCE Tokenholder
Checks.

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, together with the unique identifier. Tendered funds shall be held in the Digital Wallet until the Offering closes or
terminates.
Once the Offering has closed, SPiCE VC may withdraw the cryptocurrency funds held in the Digital Wallet and, at their sole
discretion, shall determine a portion of the funds received in ETH or BTC to convert into USD. If SPiCE VC terminates the
Offering, after funds have been transferred by the Pre-Sale Subscribers or the Main Sale Subscribers but before the SPiCE
Tokens have been issued, such funds shall be promptly returned by Vo1t net of any transfer fees, subject to the completion
of all SPiCE Tokenholder Checks.

THE SPiCE TOKENHOLDER CHECKS


SPiCE VC will conduct the SPiCE Tokenholder Checks and will, where appropriate, use third party service providers to
conduct some of the SPiCE Tokenholder Checks. SPiCE VC reserves the right to replace or appoint further third party
service providers.
Upon receipt of a Subscription Form from a Subscriber, SPiCE VC will request that the Subscriber provides specific
information and documentation, determined by SPiCE VC in its absolute discretion, for the purpose of completing the
SPiCE Tokenholder Checks. The Subscriber shall provide the information required to complete the SPiCE Tokenholder
Checks to the satisfaction of SPiCE VC, in its sole discretion, 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, 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.
Fiat currency
If a Subscriber wishes to pay the Subscription Amount in USD or EUR, 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.
Cryptocurrency
If a Subscriber wishes to pay the Subscription Amount in ETH or BTC, 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; and (ii) a
unique identifier, which must be submitted with the payment of the Subscription Amount.
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 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.

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, and the Singapore-US intergovernmental agreement and other agreements or treaties entered
into by Singapore, 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, commonly
known as the Common Reporting Standard (CRS) and the U.S. 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.

9
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, before any Subscriber will be issued with 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 and FATCA obligations.
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.
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. If it is a natural person this may include (without limitation):
 their name;
 their address;
 their jurisdiction(s) of tax residence;
 their Taxpayer Identification Number (TIN) or equivalent number (if any);
 their date of birth;
 whether it is a US citizen; and
 the date on which the SPiCE Tokenholder acquired or disposed of any SPiCE Token.
For Subscribers or SPiCE Tokenholders which are not natural persons, the Subscriber or SPiCE Tokenholder will, in
addition to providing information and certifications about itself, also be required in certain cases, (for example, where it is
regarded as a passive non-financial entity for FATCA or CRS purposes), to provide the above information and certifications
in respect of some or all of their “controlling persons”, i.e. natural persons who exercise direct or indirect control over it
(including, in the case of a trust, the settlor(s), trustee(s), protector(s) (if any), beneficiary(ies) or class(es) of beneficiaries,
and any other natural person(s) exercising ultimate effective control over the trust, and in the case of a legal arrangement
other than a trust, persons in equivalent or similar positions). 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, a 25% interest) may be regarded as “controlling” for
the purposes of FATCA and/or CRS reporting.
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.
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 FATCA may result
in a SPiCE Token being determined as a Blocked SPiCE Token by SPiCE VC in its absolute discretion. If a SPiCE
Tokenholder fails to satisfy the requirements of the SPiCE Tokenholder Checks in SPiCE VC’s absolute discretion, within
30 days of the SPiCE Tokens becoming Blocked SPiCE Tokens, SPiCE VC reserves the right, in its sole discretion, to
undertake a Regulatory Redemption or to burn the relevant Blocked SPiCE Tokens.
Prospective investors or, following completion of the Offering, 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.

10
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, and is
qualified in its entirety by, the remainder of this Information Memorandum. In particular, 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.

SPiCE Token An Ethereum-based smart contract digital token issued by SPiCE VC.
Issuer SPiCE VC, a newly-incorporated Singaporean private limited company.
Underlying Assets SPiCE VC has no underlying assets at the time of the Offering. SPiCE VC will
invest the proceeds of the Offering directly or indirectly, through its subsidiary
entities, including SPiCE Investments LP, in start-ups in accordance with its
investment thesis, as described in more detail in this Information Memorandum.
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. SPiCE Investments LP may also be an investment
vehicle to invest in non-Israeli based companies.
Target Amount Offered 130,000,000 SPiCE Tokens.
Target Fund Size USD 100,000,000.
Founder and Partner SPiCE Tokens Of the Total SPiCE Issued Tokens:
 7.5 per cent. shall be issued to the Founders; and
 7.5 per cent. shall be held in reserve to pay to SPiCE VC’s
partners, advisers and service providers.
Offering Price USD 1 (inclusive, in the case of Singapore, of any GST) per SPiCE Token, other
than SPiCE Tokens issued as a result of the Multiplier pursuant to the terms of
the Pre-Sale.
Currencies accepted for the Offering USD, EUR, ETH and BTC.
Minimum subscription amount during U.S. Persons must subscribe for a minimum amount of USD 200,000 (or an
the Pre-Sale equivalent amount in EUR, ETH and BTC).
Non-U.S. Persons must subscribe for a minimum amount of USD 50,000 (or an
equivalent amount in EUR, ETH and BTC).
Minimum subscription amount during U.S. Persons must subscribe for a minimum amount of USD 50,000 (or
the Main Sale equivalent amount in EUR, ETH or BTC).
Non-U.S. Persons subscribing for SPiCE Tokens in EUR or USD must
subscribe for a minimum amount of USD 50,000. There is no minimum
subscription amount for Non-U.S. Persons subscribing for SPiCE Tokens in
ETH or BTC in the Main Sale.
Expected closing date of the Offering 3 March 2018.
Smart Contract The SPiCE Tokens will be issued by SPiCE VC electronically on the ERC20
smart contract standard consisting of software code, existing on the Ethereum
blockchain (the Smart Contract). The software code of the Smart Contract is
open source and will be published on the SPiCE VC website in due course.
Realisation Buybacks If there is a realisation event (a Realisation) in the portfolio of investments held
directly or indirectly by SPiCE VC, 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, 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).
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), the Repurchase Price shall be the
higher of (i) the market price of the SPiCE Token

11
(determined to be the average price at 8:00 a.m. (London
time) on the day before the Realisation Buyback Notice is
published over the three largest cryptocurrency exchanges
trading the SPiCE Token by volume); and (ii) the Net Asset
Value per SPiCE Token; and
 for the Final Realisation Buyback, the Repurchase Price
shall be the net asset value (the NAV) per SPiCE Token.
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;
 Repurchase Price is the price per SPiCE Token as
calculated using the Repurchase Price formulae above; and
 Issued SPiCE Tokens is the total number of SPiCE Tokens
held by SPiCE Tokenholders.
In advance of a Realisation Buyback, once the proceeds of the Realisation have
been transferred to SPiCE VC and all fees and expenses have been deducted,
SPiCE VC shall publish a notice on the SPiCE Token Platform to inform SPiCE
Tokenholders of the Realisation Buyback (the Realisation Buyback Notice).
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. The proceeds of the Realisation shall be paid in ETH,
converted from USD at the prevailing exchange rate available to SPiCE VC at
the time of the Realisation Buyback. SPiCE VC reserves the right to change the
currency in which a Realisation Buyback shall be paid.
Prior to a Realisation Buyback, all SPiCE Tokenholders must meet the
requirements of the SPiCE Tokenholder Checks, including verifying the identity
of any digital wallets to which the proceeds of the Realisation Buyback will be
sent, either by sending a unique identifier from the digital wallet to SPiCE VC
or by any other processes specified by SPiCE VC, to the satisfaction of SPiCE
VC in its absolute discretion.
If, at the time of a Realisation Buyback, there are any Blocked SPiCE Tokens,
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, as set out in the Realisation Buyback
Notice. 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, so that that SPiCE Tokenholder’s SPiCE Tokens are no
longer Blocked SPiCE Tokens, 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.
If, 30 days after the Realisation Buyback, a SPiCE Tokenholder’s SPiCE
Tokens are still Blocked SPiCE Tokens, 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. 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, to be used for
investment purposes; or

12
(b) if the Realisation Buyback occurred on or after the fourth
anniversary of the closing of the Offering, to be returned to
the SPiCE Tokenholders as part of the next Realisation
Buyback.
SPiCE VC does not expect to receive any dividends from start-ups, but if there
are any, they shall be treated as a Realisation.
On a Realisation Buyback, SPiCE VC shall be able to repurchase fractions of
SPiCE Tokens.
All SPiCE Tokens or fractions of SPiCE Tokens repurchased through a
Realisation Buyback by SPiCE VC will immediately be burned.
Liquidity Buybacks If the market price of a SPiCE Token (determined to be the average price at 8:00
p.m. (London time) over the three largest cryptocurrency exchanges trading the
SPiCE Token by volume) on any particular day drops below 70 per cent. of the
NAV per SPiCE Token based on SPiCE VC’s most recent NAV Report, SPiCE
VC may, in its sole discretion, 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). SPiCE VC shall decide, in its sole
discretion, whether to burn or resell the redeemed SPiCE Tokens pursuant to a
Liquidity Buyback, subject to applicable laws and regulation. Any such sale will
not be a Realisation.
Prior to a Liquidity Buyback, a SPiCE Tokenholder must meet the requirements
of the SPiCE Tokenholder Checks, including verifying the identity of any digital
wallet to which the proceeds of the Liquidity Buyback will be sent, either by
sending a unique identifier from the digital wallet to SPiCE VC or by any other
processes specified by SPiCE VC, to the satisfaction of SPiCE VC in its
absolute discretion.
Distribution Policy The SPiCE Tokens have no distribution or dividend rights, 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”.
Any return of capital to SPiCE Tokenholders will occur through Realisation
Buybacks of the SPiCE Tokens as described above.
Voting Rights The SPiCE Tokens have no voting rights, as described further in the section of
this Information Memorandum entitled “Description of the SPiCE Tokens -
Voting”.
Regulatory Redemption SPiCE VC may at any time redeem all or some of the SPiCE Tokens of a SPiCE
Tokenholder, in SPiCE VC’s absolute discretion, at a redemption price in ETH
calculated as the lower of (i) 100 per cent. of the market price per SPiCE Token
(determined to be the average price at 8:00 a.m. (London time) over the three
largest cryptocurrency exchanges trading the SPiCE Token by volume on the
day prior to redemption), (ii) the then NAV per SPiCE Token, or (iii) the funds
available from liquidation of the assets of SPiCE VC and SPiCE Investments LP
within the following three month period, in each case, upon receipt of
information that the status of the relevant SPiCE Tokenholder may cause
regulatory concern for SPiCE VC, as described in this Information
Memorandum under “Description of the SPiCE Tokens — Regulatory
Redemption” (a Regulatory Redemption). SPiCE VC shall decide, in its sole
discretion, whether to burn or resell the redeemed SPiCE Tokens pursuant to a
Regulatory Redemption, subject to applicable laws and regulation. Any such
sale will not be a Realisation. The purpose of this regulatory redemption
provision is (i) to maintain the number of U.S. Persons holding SPiCE Tokens at
99 persons or fewer, (ii) to enforce against any non-compliance with the terms
of the SPiCE Tokens, including non-compliance with any of the SPiCE
Tokenholder Checks; and (iii) to ensure compliance with any other legal,
regulatory or compliance requirements.
Prior to a Regulatory Redemption, a SPiCE Tokenholder, where applicable,
must meet the requirements of the SPiCE Tokenholder Checks, including
verifying the identity of any digital wallet to which the proceeds of the
Regulatory Redemption will be sent, either by sending a unique identifier from
the digital wallet to SPiCE VC or by any other processes specified by SPiCE
VC, to the satisfaction of SPiCE VC in its absolute discretion.

13
Term of SPiCE VC SPiCE VC has a fixed termination date of seven years from the date of the
closing of the Offering, which can be extended by a further two years, if
determined by SPiCE VC, SPiCE Manager, SPiCE GP and SPiCE Investments
LP (if formed) to be in the best interests of the SPiCE Tokenholders (the Term).
At the end of the Term, the Term Liquidation will occur with SPiCE Manager
appointed as the liquidator.
Liquidation Rights Subject to applicable law, SPiCE Tokenholders will not have any liquidation
rights in the event of the bankruptcy or liquidation of SPiCE VC, other than on a
liquidation at the end of the Term (the Term Liquidation) of SPiCE VC. SPiCE
VC is under no obligation to redeem the SPiCE Tokens at any time.
Listing SPiCE VC intends to list the SPiCE Tokens on multiple cryptocurrency
exchanges that accept security tokens. There are currently no plans to apply for
the inclusion of the SPiCE Tokens in any securities exchange or automated
quotation system.
Reporting SPiCE VC will publish on the SPiCE VC website a quarterly NAV estimation
on 31 March, 30 June, 30 September and 31 December of each calendar year in
respect of its portfolio (the NAV Report).
The Founders and employees of SPiCE VC, SPiCE Manager, SPiCE GP or
SPiCE Investments LP may not offer, sell, pledge or otherwise transfer their
SPiCE Tokens in the period which is two weeks before the publication of each
NAV Report.
Transfer On a transfer of a SPiCE Token from a SPiCE Tokenholder to a transferee (the
SPiCE Token Transferee), 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. 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, in its absolute discretion. 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, which is to
be provided on transfer) to the satisfaction of SPiCE VC, in its sole discretion,
within 30 days of the transfer. Failure by a SPiCE Token Transferee to validly
provide, within the timeframe, 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, in its absolute
discretion.
No Registration Rights and Transfer The SPiCE Tokens have not been and will not be registered by any U.S. or non-
Restrictions U.S. federal, state, provincial or territorial securities authority. The SPiCE
Tokens may not be resold or otherwise transferred by (i) U.S. Persons until after
the first anniversary of the issuance of the SPiCE Tokens and then not to any
U.S. Person unless they sell all of their SPiCE Tokens to a single beneficial
owner that is a U.S. Person; (ii) Non-U.S. Persons, except to other Non-U.S.
Persons in offshore transactions in compliance with Rule 903 or Rule 904 under
the Securities Act; (iii) to SPiCE VC or any subsidiary thereof, and, in each
case, unless permitted under applicable laws and regulations or pursuant to
registration or exemption therefrom and in accordance with the terms of the
SPiCE Tokens; or (iv) to the Reserve, as permitted under applicable laws and
regulations or pursuant to registration or exemption therefrom. 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, if at all. See the sub-section entitled “Overview of the
Offering and the terms of the SPiCE Tokens - Limit on U.S. Accredited
Investors” below and “Important Notice” and “Risk Factors” elsewhere in this
Information Memorandum.
Limit on U.S. 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.S. Persons. In the event of any
redemption, a maximum of 99 beneficial owners that are U.S. Persons will be
redeemed. In any such redemption, U.S. Persons who purchased SPiCE Tokens

14
in the Offering may, in SPiCE VC’s discretion, receive priority in being
redeemed. The selected 99 beneficial owners that are U.S. Persons will be
notified that they have been selected on or before the date 15 calendar days
before redemption. U.S. PERSONS NOT SO NOTIFIED WILL NOT
RECEIVE ANY FUNDS ON REDEMPTION. Any U.S. Person offered SPiCE
Tokens by a Non-U.S. 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, including that they may be unable to redeem such
SPiCE Tokens. U.S. 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.S. Person unless they sell all of their SPiCE Tokens to a single U.S.
Person.
Expenses Expenses relating to this Offering, including advisory, legal, accounting and
fund set-up costs, will be paid by SPiCE VC using the proceeds of the Offering.
Ongoing accounting, legal and tax expenses will be charged to SPiCE VC.
Management Fees SPiCE Manager and SPiCE GP will in aggregate be paid by SPiCE VC and
SPiCE Investments LP respectively an amount equal to, on average over the
seven years of the fund, 2.5 per cent. of the total proceeds of the Offering per
annum. SPiCE Manager’s and SPiCE GP’s fees will be paid quarterly in
advance.

Carry Once the Realisation Buybacks have in aggregate returned to SPiCE


Tokenholders the amount raised in the Offering, SPiCE VC shall distribute 85
per cent. of all further Realisations to the SPiCE Tokenholders in accordance
with the Realisation Buyback process and shall distribute the remaining 15 per
cent. to SPiCE Manager and SPiCE GP.

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, in
its absolute discretion. Failure to meet any SPiCE Tokenholder Checks may
result in those SPiCE Tokens being designated as Blocked SPiCE Tokens by
SPiCE VC, in its absolute discretion.
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, such
decision to be made by SPiCE in its absolute discretion.
Additional SPiCE Tokens Following the closing of the Main Sale, SPiCE VC reserves the right, in its
absolute discretion, to issue Additional SPiCE Tokens until the earlier of: (a) 12
months from the day after the closing of the Offering; 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 100,000,000.
The subscription price for the Additional SPiCE Tokens shall be determined by
SPiCE VC in its sole discretion, but shall be no less than the Offering Price.

15
RISK FACTORS
Any investment in SPiCE Tokens is subject to a high degree of risk. There can be no assurance that SPiCE Tokenholders will
be able to receive a return of their capital or any returns on their investment.
Prior to investing in SPiCE Tokens, prospective investors should carefully consider the risks associated with SPiCE VC, the
SPiCE Tokens and cryptocurrency exchanges, together with the other information contained in this Information
Memorandum. 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. Additional risks and uncertainties
relating to SPiCE VC and the SPiCE Tokens that are not currently known to SPiCE VC, or that SPiCE VC currently deems
immaterial, may individually or cumulatively also have a material adverse effect on SPiCE VC’s business, operations,
results, financial condition or prospects and, if any such risk should occur, SPiCE Tokenholders could lose all or part of
their investment.
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.

Risks relating to the SPiCE Tokens


There can be no assurance of investment return.
SPiCE VC can provide no assurance that it will be able to choose, make and realise investments in any particular company
or portfolio of companies. 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.
Furthermore, there is no assurance that if SPiCE VC does achieve returns on its investments, such returns will either be
reflected in the trading price of the SPiCE Tokens or that SPiCE Tokenholders will realise any of such returns. There can be
no assurance that expected returns for the SPiCE Tokenholders will be achieved, or that they will receive a return of their
invested capital. The timing of any Realisation, if any, is highly uncertain. SPiCE VC’s and SPiCE Investments LP’s
operating costs, including the management fees payable to SPiCE Manager and SPiCE GP, may exceed SPiCE VC’s and
SPiCE Investments LP’s income, thereby requiring the difference to be paid out of SPiCE VC’s and/or SPiCE Investments
LP’s capital. In particular during the early years of investment, the expenses of SPiCE VC and SPiCE Investments LP will
likely exceed their income. Such expenses will therefore reduce SPiCE VC’s and SPiCE Investments LP’s capital, resulting
in losses that may never be recovered.
An investment in SPiCE Tokens should only be considered by persons who can afford a loss of their entire investment.
SPiCE VC’s intended investments, by their nature, involve a high degree of financial risk. Such investments may expose
SPiCE VC’s assets to the risks of material financial loss, 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.
The SPiCE Tokens are subject to significant transfer restrictions.
The SPiCE Tokens have not been registered under the Securities Act, the securities laws of any state of the United States or
the securities laws of any other jurisdiction and therefore cannot be resold, except as described in the section of this
Information Memorandum entitled “Description of the SPiCE Tokens — Transfer Restrictions”. U.S. 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.S. Person unless they sell all of their SPiCE
Tokens to a single U.S. Person. Non-U.S. Persons holding SPiCE Tokens will only be permitted to resell or transfer such
tokens to other Non-U.S. Persons. Both U.S. Persons and non-U.S. Persons holding SPiCE Tokens will be able to transfer
their SPiCE Tokens to the Reserve, subject to any restriction on transferability due to the SPiCE Tokens being Blocked
SPiCE Tokens or subject to the Pre-Sale Lock-Up. 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, if at
all. 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. It is not contemplated that the SPiCE Tokens will ever be registered. No public market for
the SPiCE Tokens may develop. 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. Further, 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. Consequently,
SPiCE Tokenholders must be prepared to bear the risk of an investment in the SPiCE Tokens for an extended period of time.

SPiCE VC may be required to redeem SPiCE Tokens held by a U.S. Person.


At any given time, 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 can be SPiCE Tokenholders. If more than 99 U.S. Persons hold SPiCE
Tokens at any given time, SPiCE VC may, at its sole discretion, redeem all or some of the SPiCE Tokens. 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.

16
There is no existing trading market for the SPiCE Tokens and an active trading market may not develop.
The SPiCE Tokens are a new issue of digital tokens for which there is no established public market. Although SPiCE VC
intends to list the SPiCE Tokens on several cryptocurrency exchanges, there can be no assurance that such exchanges will
accept the listing of SPiCE Tokens or maintain the listing if it is accepted. There can be no assurance that a secondary
market will develop or, if a secondary market does develop, that it will provide SPiCE Tokenholders with liquidity of
investment or that it will continue for the life of the SPiCE Tokens. The liquidity of any market for SPiCE Tokens will
depend on a number of factors, including:
 the number of SPiCE Tokenholders;
 SPiCE VC’s performance and financial condition;
 the market for similar digital tokens;
 the interest of traders in making a market in the SPiCE Tokens; and
 regulatory developments in the digital token or cryptocurrency industries.
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. There are no assurances that the market, if any, 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. Therefore, 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.
SPiCE Tokenholders will have no voting rights and may have conflicts of interest with SPiCE VC’s shareholders.
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, including SPiCE Investments LP. As the sole shareholders in SPiCE VC, the Founders will
control decisions with respect to SPiCE VC that require shareholder or limited partner approval, including the election of
directors and significant corporate transactions, such as a merger or other sale of SPiCE VC or its assets, or the election to
liquidate or terminate the fund.
SPiCE GP, once incorporated, will control decisions for SPiCE Investments LP, once formed, that in other situations would
require shareholder or limited partner approval.
SPiCE Tokenholders will have no distribution rights.
The SPiCE Tokens will have no distribution or dividend rights. The only right of capital return that the SPiCE Tokens have
is a Realisation Buyback which shall occur upon a Realisation, subject to the terms and conditions of the SPiCE Tokens.
Such Realisation Buyback may not return 100 per cent. of the initial investment made in the SPiCE Tokens. Upon a
bankruptcy or other dissolution of SPiCE VC, SPiCE Tokenholders will not be entitled to liquidation rights. Furthermore,
SPiCE VC is under no obligation to redeem the SPiCE Tokens at any time.
SPiCE Tokenholders will have no right to compel a repurchase or redemption of the SPiCE Tokens.
SPiCE Tokenholders do not have the right to compel SPiCE VC to redeem the SPiCE Tokens. SPiCE VC may, however,
purchase outstanding SPiCE Tokens from time to time. 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. SPiCE VC will have no funds apart from those allocated by SPiCE Manager available for the repurchase or
redemption of the SPiCE Tokens. SPiCE Manager may or may not decide to allocate any funds to SPiCE VC for the
repurchase or redemption of the SPiCE Tokens.
Failure by a SPiCE Tokenholder to comply with all SPiCE Tokenholder Checks may result in their SPiCE Tokens being
designated as Blocked SPiCE Tokens.
SPiCE Tokenholders will be required to comply on an ongoing basis with SPiCE Tokenholder Checks. 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. In the event that a SPiCE Tokenholder’s SPiCE Tokens are designated
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. 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. If a SPiCE Tokenholder fails to satisfy the requirements of
any 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, SPiCE VC reserves the right, in its absolute discretion, to redeem,
pursuant to a Regulatory Redemption, or to burn the Blocked SPiCE Tokens.
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.
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. This
will result in a smaller pool of liquidity for the SPiCE Tokenholders. The value of SPiCE VC’s funds to invest will also be

17
reduced and this may impact on SPiCE VC’s ability to compete with other venture capital firms and funds. 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,
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. A smaller fund size also means that SPiCE VC may
have reduced diversification in its investments, which may have a significant impact on the aggregate return of SPiCE VC
and SPiCE Investments LP.

SPiCE VC does not owe SPiCE Tokenholders any fiduciary duties.


Direct investors in investment funds are generally owed an obligation by the fund and its managers of good faith, fairness in
all dealings and other fiduciary duties. However, to the extent permitted by law, SPiCE Tokenholders will not be entitled to
any such protections from SPiCE VC. Accordingly, SPiCE Tokenholders will have very limited, if any, rights of recovery
against SPiCE VC if such parties engage in gross negligence or act against the interests of the SPiCE Tokenholders.
Furthermore, SPiCE VC has no obligation to the SPiCE Tokenholders to enforce any rights that it may be deemed to have
against SPiCE Manager, SPiCE GP or SPiCE Investments LP.

Risks relating to the token regulatory environment


Regulation of tokens and token offerings is undeveloped and is likely to evolve rapidly, with potentially adverse
consequences. In addition, 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.
Regulation of tokens (including the SPiCE Tokens) and token offerings such as the Offering, cryptocurrencies (including
Ethereum), blockchain technologies, and cryptocurrency exchanges is currently undeveloped and likely to evolve rapidly,
vary significantly among international, federal, state and local jurisdictions and is subject to significant uncertainty. Some of
the companies in which SPiCE VC invests may operate in highly regulated industries. SPiCE VC believes that various
legislative and executive bodies in the United States and in other countries are currently considering, or may in the future
consider, laws, regulations, guidance, or other actions, which may severely impact SPiCE VC’s ability to invest, or SPiCE
VC’s portfolio companies’ ability to gain market share. Failure by SPiCE VC, SPiCE Manager, SPiCE GP, SPiCE
Investments LP or any of SPiCE VC’s portfolio companies to comply with any laws, rules and regulations, some of which
may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse
consequences, including civil penalties and fines.
As blockchain networks and blockchain assets have grown in popularity and in market size, governments and regulatory
agencies have begun to take interest in, and in some cases regulate, their use and operation. The regulation of non-currency
use of blockchain assets is of particular relevance to SPiCE VC’s business. 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,
SPiCE VC’s business and a SPiCE Tokenholder’s investment in the SPiCE Tokens may be adversely affected. Blockchain
networks currently face an uncertain regulatory landscape in many jurisdictions which may, in the near future, adopt laws,
regulations or directives that affect the Ethereum network and its users, particularly Ethereum exchanges and service
providers that fall within such jurisdictions’ regulatory scope. For example, on 4 September 2017, 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, on 29 September 2017, the Financial Services
Commission in the Republic of Korea prohibited initial coin offerings (ICOs) in the Republic of Korea. In addition, digital
token financing and trading platforms are prohibited from undertaking conversions of coins with fiat currencies in China,
meaning that digital tokens cannot be used as currency in the market. Cryptocurrencies themselves were not expressly
referenced in the announcement. Other jurisdictions, such as the United States, Singapore, the United Kingdom and Hong
Kong, have indicated that the sale or offering of digital tokens could be considered to be securities offerings falling within
existing securities laws and regulations.
The effect of any future legal or regulatory change is impossible to predict, but such laws, regulations or directives may
directly and negatively impact SPiCE VC’s business. 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, the value of the currency in
which SPiCE VC may redeem SPiCE Tokens or otherwise make distributions on SPiCE Tokens, the liquidity and market
price of SPiCE Tokens, any SPiCE Tokenholder’s ability to access marketplaces on which to trade SPiCE Tokens, SPiCE
VC’s ability to operate as an ongoing concern and the structure, rights and transferability of SPiCE Tokens. In extreme
circumstances, SPiCE VC may be required to refund money raised through the Offering or other initial coin offerings
conducted in the future, which would potentially require SPiCE VC to dispose of investments in a short space of time and at
a considerable undervalue, including to the amount originally invested. Therefore, 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.
The tax characterisation of SPiCE Tokens is uncertain and may result in adverse tax consequences for investors.
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. An investment in SPiCE Tokens may result in adverse tax consequences to investors,
including withholding taxes, income, corporation or profit taxes, value-added taxes or goods and services taxes, stamp duties
or other forms of transactional taxes, and tax reporting requirements. In addition, 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).

18
Each potential investor should consult with and must rely upon the advice of its own professional tax advisers with respect to
the U.S. and non-U.S. tax treatment of an investment in SPiCE Tokens.
SPiCE VC intends to invest in companies in multiple jurisdictions, which exposes it to risks inherent in investments in
foreign securities.
SPiCE VC will initially invest directly or indirectly through subsidiary entities of SPiCE VC, including SPiCE Investments
LP, in companies based in Europe and Israel and, as a limited partner in SPiCE Investments LP, in companies based in Israel
and may also invest, in the future, in companies outside of Europe. Foreign securities involve certain factors not typically
associated with investing in U.S. securities, including risks relating to (i) currency fluctuations and associated conversion
costs; (ii) differences between the U.S. and foreign securities markets, including volatility in and relative illiquidity of some
foreign securities markets, the absence of uniform accounting, auditing and financial reporting standards, practices and
disclosure requirements and less government supervision; (iii) certain economic and political risks, including potential
restrictions on foreign investment and repatriation of capital and the possibility of expropriation or confiscatory taxation; and
(iv) the imposition of foreign withholding or other taxes with respect to such investment. Prospective investors should also
note the considerations discussed in the section of this Information Memorandum entitled “Additional Information —
Certain Singapore Tax Considerations”.
None of SPiCE VC, SPiCE Manager, SPiCE GP or SPiCE Investments LP will be registered for the purposes of U.S.
securities or any other applicable laws or regulations.
None of SPiCE VC, SPiCE Manager, SPiCE GP, SPiCE Investments LP or any of their respective affiliates, or the Offering,
is currently or will be registered under the U.S. Investment Advisers Act of 1940, as amended (the Advisers Act), the
Investment Company Act, the Securities Act, the Securities and Exchange Act of 1934, as amended (the Exchange Act), as
a broker-dealer under U.S. securities laws, or under any other applicable international, federal or state securities, commodity,
derivative or other applicable legal or regulatory regime, other than the SPiCE Manager may register with the SEC as a
Registered Investment Adviser. Due to its potential engagement in asset management activities, 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). Prior to carrying on securities investment business, 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. Persons, instruments or offerings registered under the Advisers
Act, the Investment Company Act, the Securities Act, the Exchange Act, as a U.S. broker-dealer and under other legal or
regulatory regimes, as applicable, may be required to comply with a variety of disclosure, reporting, compliance and
operating-related obligations intended to protect investors. So long as SPiCE VC, SPiCE Manager, SPiCE GP, SPiCE
Investments LP and their respective affiliates are not and will not be subject to such requirements, or if such entities fail to
adequately comply with such requirements if applicable, 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, U.S. Commodity Futures Trading Commission (the CFTC) or any other body were to require the registration of
the Offering, the SPiCE Tokens or SPiCE VC, SPiCE Manager, SPiCE GP or SPiCE Investments LP, or any of their
respective affiliates, under the Advisers Act, the Investment Company Act, the Securities Act, the Exchange Act or any other
legal or regulatory scheme, as applicable, 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. There can be no assurance that SPiCE VC, SPiCE Manager,
SPiCE GP, SPiCE Investments LP or any of them may not become subject to the Investment Company Act, the Advisers
Act, the Exchange Act, U.S. broker-dealer rules or other burdensome regulations either as a result of new or evolving laws
and regulations and interpretations or existing laws, regulations and interpretations. Compliance with the disclosure,
reporting, compliance and operating-related obligations of a registered entity or offering may be expensive and time-
consuming, which may distract management from its investment and operating objectives, increase overhead expenses and
decrease funds available for investments and the repurchase or redemption of the SPiCE Tokens. Such compliance may
require SPiCE VC to change the management and governance provisions outlined in this Information Memorandum or the
rights of SPiCE Tokenholders.
Any requirement for SPiCE VC, SPiCE Manager, SPiCE GP or SPiCE Investments LP, or any of their respective affiliates,
to register under the Advisers Act, the Investment Company Act, the Securities Act, the Exchange Act, as a broker-dealer
under U.S. securities laws, or under any other applicable federal or state securities, commodity, derivative or other applicable
legal or regulatory regime, or any penalty for failure to do so, or any determination that this Offering was not conducted in
accordance with applicable laws and regulations, could subject such persons to civil or criminal penalties and fines, which
could adversely impact the ability of SPiCE VC, SPiCE Manager, 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, or at
all. Furthermore, such a requirement, penalty or determination could adversely impact the rights, value and transferability of
the SPiCE Tokens and impair a SPiCE Tokenholder’s ability to recover its investment in the SPiCE Tokens.
SPiCE VC will rely on complex exemptions from statutes in conducting its business activities.
SPiCE VC will rely on exemptions from various requirements of the Securities Act, the Exchange Act and the Investment
Company Act, in conducting their asset management activities. These exemptions are sometimes highly complex and may in
certain circumstances depend on compliance by third parties not controlled by SPiCE VC. If for any reason these exemptions
were to become unavailable to SPiCE VC, SPiCE VC could become subject to regulatory action or third party claims and
SPiCE VC’s business could be materially and adversely affected. For example, 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
harbour rule in Rule 506 if the issuer or any other “covered person” is the subject of a criminal, regulatory or court order or
other “disqualifying event” under the rule which has not been waived. The definition of “covered person” includes: an
issuer’s directors, managing members and executive officers; affiliates who are also issuing securities in the offering;
beneficial owners of 20 per cent. or more of the issuer’s outstanding equity securities; and promoters and persons
compensated for soliciting investors in the offering. Accordingly, SPiCE VC’s ability to rely on Rule 506 to offer or sell
securities to U.S. 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 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. Consequently, these regulations could limit SPiCE VC’s activities and impose burdensome
compliance requirements.
Registration under the U.S. Commodity Exchange Act.
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, conduct its operations and/or achieve its objectives and subject SPiCE VC
and/or SPiCE Investments LP to certain additional costs, expenses and administrative burdens. Furthermore, 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.
In addition, the treatment of instruments such as the SPiCE Tokens under current regulation is extremely uncertain. The
CFTC may decide to regulate the SPiCE Tokens as commodities. If that were to occur, the Offering may be deemed not to
comply with applicable laws and regulations for the offering and sale of commodities, 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.
Furthermore, if the CFTC were to regulate the SPiCE Tokens as commodities, SPiCE VC, SPiCE Manager, SPiCE GP
and/or SPiCE Investments LP may be subject to additional registration, reporting, compliance and operating restrictions.
There can be no assurance that any of such persons would be capable of meeting such requirements in a timely manner or at
all. If SPiCE VC, SPiCE Manager, SPiCE GP and/or SPiCE Investments LP, or any of them, were unable to comply with
requirements imposed by the CFTC, they may be subject to civil penalties or fines if their actions are not deemed to comply
with applicable laws and regulations. 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.
The requirement to comply with the AIFM Directive may adversely impact SPiCE VC’s ability to market in the EU.
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. 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. 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. Despite this partial exemption, 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.
For example, 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 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. This may, in turn, have an
adverse impact upon the operations of SPiCE VC, including the range of investment strategies that SPiCE VC is able to
pursue.
The AIFM Directive may also impose additional disclosure and reporting requirements in relation to SPiCE VC and its
investments, compliance with which may involve additional costs. The AIFM is required to periodically report to regulators,
among other things, information regarding the main categories of assets in which the AIF has invested, the AIF’s borrowing
or leverage policy, principal markets and instruments in which the AIFM trades on behalf of the AIF, and the value of assets
under management, which are to be calculated on a periodic basis.
The partial exemption which the AIFM seeks to rely upon is conditional on it remaining below a threshold of assets under
management. 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.
Under ERISA, upon the termination of a tax-qualified single employer defined benefit pension plan, the sponsoring
employer and all members of its “controlled group” will be jointly and severally liable for 100 per cent. of the plan’s
unfunded benefit liabilities whether or not the controlled group members have ever maintained or participated in the plan. In
addition, the Pension Benefit Guaranty Corporation (the PBGC) may assert a lien with respect to such liability against any

20
member of the controlled group on up to 30 per cent. of the collective net worth of all members of the controlled group.
Similarly, in the event a participating employer partially or completely withdraws from a multi-employer (union) defined
benefit pension plan, any withdrawal liability incurred under ERISA will represent a joint and several liability of the
withdrawing employer and each member of its controlled group.
A “controlled group” includes all “trades or businesses” under 80 per cent. or greater common ownership. This common
ownership test is broadly applied to include both “parent-subsidiary groups” and “brother-sister groups” applying complex
exclusion and constructive ownership rules. However, regardless of the percentage ownership that SPiCE VC or SPiCE
Investments LP will hold in one or more of its portfolio companies, 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”.
While there are a number of cases that have held that managing investments is not a “trade or business” for tax purposes, 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, including the fund’s level of involvement in the management of its
portfolio companies and the nature of any management fee arrangements.
If SPiCE VC or SPiCE Investments LP were determined to be a trade or business for purposes of ERISA, it is possible,
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, 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, with a resulting need for
additional capital contributions, 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.
Moreover, regardless of whether or not SPiCE VC or SPiCE Investments LP were determined to be a trade or business for
purposes of ERISA, 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, depending upon the relevant investment structures and ownership interests as noted above.

Risks relating to SPiCE VC and SPiCE Investments LP


SPiCE VC and SPiCE Investments LP are newly-formed entities with no operating history.
SPiCE VC was incorporated on 19 September 2017, but is yet to commence operations, and SPiCE Investments LP will be
formed in the future. SPiCE VC is and SPiCE Investments LP will be subject to all of the business risks and uncertainties
associated with any new business, 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.
SPiCE VC will be operating in a highly competitive market for investment opportunities.
The activity of identifying, completing and successfully disposing of attractive public and private investments is highly
competitive and involves a high degree of uncertainty.
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. SPiCE VC and SPiCE Investments LP will compete with other venture capital
firms and venture capital funds, various public and private investment funds, including hedge funds, other business
development companies, commercial and investment banks, commercial financing companies and various technology
companies’ internal venture capital arms. Many of SPiCE VC’s and SPiCE Investments LP’s potential competitors are
substantially larger and have considerably greater financial, technical and marketing resources than SPiCE VC and SPiCE
Investments LP do. For example, 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. In addition, some of
SPiCE VC’s and SPiCE Investments LP’s competitors have higher risk tolerances or different risk assessments, which could
allow them to consider a wider variety of investments and establish more relationships than SPiCE VC and SPiCE
Investments LP. 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, financial conditions and results of operations. Also, as a result of
this competition, SPiCE VC and SPiCE Investments LP may not be able to take advantage of attractive investment
opportunities from time to time, 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.
There may be limits imposed on the ultimate size of the SPiCE VC fund.
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. If SPiCE VC obtains less than the target amount of capital for investment, 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.
SPiCE VC and SPiCE Investments LP are subject to cyber security and data loss risks or other security breaches.
SPiCE VC and SPiCE Investments LP’s business involves the storage and transmission of users’ proprietary information,
and security breaches could cause a risk of loss or misuse of this information, and to resulting claims, fines, and litigation.

21
SPiCE VC and SPiCE Investments LP may be subjected to a variety of cyber-attacks, which may continue to occur from
time to time. Cyber-attacks may target SPiCE VC and SPiCE Investments LP, their customers, suppliers, banks, credit card
processors, delivery services, e-commerce in general or the communication infrastructure on which they depend. An attack
or a breach of security could result in a loss of private data, unauthorised trades, an interruption of trading for an extended
period of time, violation of applicable privacy and other laws, significant legal and financial exposure, damage to reputation,
and a loss of confidence in security measures, any of which could have a material adverse effect on the SPiCE VC and
SPiCE Investments LP’s financial results and business. Any such attack or breach could adversely affect the ability of SPiCE
VC to operate, which could adversely affect the value of the SPiCE Tokens. 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, or that enables
any unauthorised person to generate any of the private digital keys, could result in unauthorised trades and would have a
material adverse effect on SPiCE VC and SPiCE Investments LP. Because trades utilising blockchain technology settle on
the trade date, it could be impossible to correct unauthorised trades.
Furthermore, attackers can manipulate the cryptocurrency market. The price of cryptocurrencies, such as BTC and ETH, are
set by several exchanges. If an exchange is attacked such that it is taken offline, traders can take advantage of price
differences. Additionally, attackers can target platforms that buy and sell cryptocurrencies and digital wallets that hold
cryptocurrencies. 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.
Significant risks are associated with participating in ICOs as part of SPiCE VC’s investment strategy.
SPiCE VC may invest some of its assets through ICOs. Such investments in these assets may be very sensitive to movements
in related markets and trends and ICO markets, including regulatory developments, enforcement actions, security concerns
and technological developments. In addition, by investing in such assets, SPiCE VC may be subject to international, federal
and state securities, commodity or other laws which may, among other things, restrict SPiCE VC’s ability to sell a portfolio
investment and adversely impact the value of its assets. 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.
Reliance on portfolio company management teams may have an adverse effect on SPiCE VC’s performance if those
management teams fail to perform successfully.
Each portfolio company’s day-to-day operations will be the responsibility of such company’s management team. Although
SPiCE VC will, through SPiCE Manager and/or SPiCE GP, be responsible for monitoring the performance of each portfolio
investment, there can be no assurance that the existing management team, or any successor, will be able to operate the
portfolio company successfully.
In some of SPiCE VC’s and SPiCE Investments LP’s investments, SPiCE VC or SPiCE Investments LP may seek
constructively to work with management. 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, or that the strategies that
SPiCE VC or SPiCE Investments LP helps to implement will be effective. While SPiCE VC believes the confidentiality of
the SPiCE Tokenholders will be protected, 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, as well as
for SPiCE VC generally.
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 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. Identification and exploitation of investment opportunities to
be pursued by SPiCE VC and SPiCE Investments LP involves a high degree of uncertainty.
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”, they may change any aspect of
their strategy at their discretion at any time. Accordingly, the industries, risk profiles, types of assets, 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 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.
Identification and exploitation of the investment strategies to be pursued by SPiCE VC and SPiCE Investments LP involves
a high degree of uncertainty. 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.
Investments in start-ups and smaller capitalisation companies carry higher risks than investments in larger or more
established companies, and are susceptible to volatility.
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. While SPiCE VC believes that such
investments can provide significant potential for appreciation, 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.
Further, 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. In addition, investments in these types of companies may be
characterised by reduced liquidity and more abrupt and erratic market price movements than those of larger, more
established companies.

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Non-control investments provide limited protection, which may result in conflicts of interest.
SPiCE VC and SPiCE Investments LP will hold a non-controlling interest in most of their portfolio companies and,
therefore, may have a limited ability to protect their positions in such companies. In these cases, SPiCE VC and SPiCE
Investments LP will be significantly reliant on the existing management and board of directors of such companies, 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. Such investments may also
involve risks not present in investments where a third party is not involved, including the possibility that a third party partner
or co-investor may have financial difficulties resulting in a negative impact on such investment, may have economic or
business interests or goals which are inconsistent with those of SPiCE VC and SPiCE Investments LP, or may be in a
position to take action contrary to SPiCE VC’s and SPiCE Investments LP’s investment objectives. In those circumstances
where such third parties involve a management group, such third parties may receive compensation arrangements relating to
such investments, including incentive compensation arrangements. Such compensation arrangements will reduce the return
to participants in the investments. In addition, SPiCE VC and SPiCE Investments LP may in certain circumstances be liable
for the actions of its third party partners or co-investors.
SPiCE VC and SPiCE Investments LP may be restricted from acting on the basis of material non-public information
received from time to time.
By reason of its investment in a portfolio company or otherwise, SPiCE Manager and/or SPiCE GP may acquire confidential
or material non-public information or otherwise be restricted from initiating transactions in certain securities. SPiCE VC and
SPiCE Investments LP will not be able to act upon any such information. Due to these restrictions, 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.
Investments made by SPiCE VC and SPiCE Investments LP may be illiquid and long-term investments.
SPiCE VC and SPiCE Investments LP may make investments in securities that have limited liquidity. 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. The market prices, if any, 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, or, upon sale, to realise what they
perceive to be their fair value. Further, companies whose securities are not publicly traded are not subject to the disclosure
and other investor protection requirements applicable to publicly traded securities. 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. If either SPiCE VC or SPiCE Investments LP were forced to sell such an
investment, 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, it may not receive fair value
for that investment.
Portfolio companies in which SPiCE VC and SPiCE Investments LP invest may have significant leverage, which may
adversely impact the return on investment achieved.
Certain of SPiCE VC’s and SPiCE Investments LP’s portfolio companies may have capital structures with significant
leverage. Consequently the leveraged capital structure of such portfolio companies will increase their exposure to adverse
factors such as rising interest rates, downturns in the economy or a deterioration in the business of a portfolio company or its
industry, and may impair such companies’ ability to meet their debt obligations. Additionally, SPiCE VC and SPiCE
Investments LP may leverage their investment positions by borrowing. Failure to satisfy the terms of debt incurred by SPiCE
VC and SPiCE Investments LP can have negative consequences, including forced liquidation of other SPiCE VC and SPiCE
Investments LP investments in order to satisfy the borrower’s obligations. Leverage may also take the form of trading on
margin, which will result in interest charges that could be substantial. The use of leverage will have the effect of increasing
the volatility of SPiCE VC’s and SPiCE Investments LP’s investments.
SPiCE VC may employ hedging policies and techniques that entail certain inherent risks.
SPiCE VC may employ hedging techniques, including, but not limited to, short sales and put and call options, designed to
reduce the risks of adverse movements in interest rates, securities prices and currency exchange. While such transactions
may reduce certain risks, such transactions themselves may entail certain other risks. Thus, while SPiCE VC may benefit
from the use of these hedging mechanisms, unanticipated changes in interest rates, securities prices, or currency exchange
rates may result in a poorer overall performance for SPiCE VC than if it had not entered into such hedging transactions. For
example, to complete a short sale, SPiCE VC generally must borrow the securities from a third party in order make delivery
to the buyer. 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. Theoretically, 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. As a hedging technique, 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. Use of put and call options may result in losses to SPiCE VC, 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, limit the amount of appreciation SPiCE VC can realise on its investments or cause SPiCE VC to hold a
security it might otherwise sell. For example, 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
options sold by SPiCE VC. The use of uncovered option writing techniques may entail greater risks of potential loss to
SPiCE VC than other forms of options transactions.
Participation in a limited number of investments will adversely affect the returns generated by SPiCE VC and SPiCE
Investments LP.
SPiCE VC and SPiCE Investments LP may participate in a limited number of investments and, as a consequence, the
aggregate return of SPiCE VC and SPiCE Investments LP may be substantially adversely affected by the unfavourable
performance of even a single investment. Investors have no assurance as to the degree of diversification of SPiCE VC’s and
SPiCE Investments LP’s portfolio investments, either by geographic region, asset type or sector. In circumstances where
SPiCE Manager or SPiCE GP intends to refinance all or a portion of the capital invested in a transaction, there will be a risk
that such refinancing may not be completed, 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.
Contingent liabilities on disposals of portfolio investments may result in losses to SPiCE VC and SPiCE Investments LP.
In connection with the disposal of a portfolio investment, 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. 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. These arrangements may result in the incurrence of contingent
liabilities for which SPiCE Manager and/or SPiCE GP may establish reserves or escrows.
Valuations of SPiCE VC may differ in a liquidation scenario from interim valuations made by SPiCE Manager.
Because of the illiquidity of certain positions that may be held by SPiCE VC and SPiCE Investments LP, 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. Such differences may be further affected by the time
frame within which such liquidation occurs. Third-party pricing information may not be available regarding certain of SPiCE
VC’s and SPiCE Investments LP’s assets and other investments.
Undertaking investment decisions on an expedited basis in order to take advantage of available opportunities may result
in limited information being available.
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. In such cases, the
information available to SPiCE Manager or SPiCE GP at the time of the investment decision may be limited, and SPiCE
Manager and SPiCE GP may not have access to the detailed information necessary for a thorough evaluation of the
investment opportunity. Further, SPiCE Manager and SPiCE GP may conduct their due diligence activities over a very brief
period.
NAV valuations will depend in part on SPiCE VC’s judgment and may be speculative.
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. 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. SPiCE VC will value these securities quarterly
at fair value according to its written valuation procedures and as determined in good faith by them. The methods for valuing
these securities may include: fundamental analysis (sales, income, or earnings multiples, etc.), discounts from market prices
of similar securities, purchase price of securities, subsequent private transactions in the security or related securities, or
discounts applied to the nature and duration of restrictions on the disposition of the securities, as well as a combination of
these and other factors. However, 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.
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, 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. SPiCE VC may have to
make valuation determinations without the benefit of an adequate amount of relevant information.
Furthermore, 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, which information which may be incomplete, inaccurate or
otherwise unreliable. To the extent SPiCE VC relies on such information, its valuations and NAV calculations may be
inaccurate. SPiCE VC’s judgment on such matters shall be made in good faith and subject to an audit by independent
auditors.
Prospective investors should be aware that as a result of these difficulties, as well as other uncertainties, 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.

24
Misconduct of employees and of third party service providers may have an adverse effect on SPiCE VC’s business,
financial position and results of operation.
Misconduct by employees of SPiCE Manager, SPiCE GP or third party service providers could cause significant losses to
SPiCE VC and/or SPiCE Investments LP. 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, in either case, may result in unknown and unmanaged risks or losses). Losses could
also result from actions by third party service providers, including, without limitation, failing to recognise trades and
misappropriating assets. In addition, employees and third party service providers may improperly use or disclose confidential
information, which could result in litigation or serious financial harm, including limiting SPiCE VC’s and SPiCE
Investments LP’s business prospects or future marketing activities. No assurances can be given that the due diligence
performed by SPiCE Manager or SPiCE GP will identify or prevent any such misconduct.
The past performance and track record of the Founders is not indicative of SPiCE VC’s future results.
The performance of the prior investments and general track record of the Founders may not be indicative of SPiCE VC’s
future results. While SPiCE Manager intends for SPiCE VC, and SPiCE GP intends for SPiCE Investments LP, to make
investments that have estimated returns commensurate with the risks undertaken, there can be no assurance that targeted
results will be achieved. Loss of principal is possible on any given investment. There can be no assurance that SPiCE VC
will achieve its investment objective over the long term.
Conflicts of interest may arise between the interests of SPiCE Manager, SPiCE GP and the Founders on the one hand,
and those of SPiCE VC, SPiCE Investments LP and SPiCE Tokenholders on the other.
Instances may arise where the interests of SPiCE Manager, SPiCE GP, or the Founders may potentially or actually conflict
with the interests of SPiCE VC, SPiCE Investments LP and SPiCE Tokenholders. For example, 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.
Additionally, 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, 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. SPiCE
Manager, 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. The Founders may also have conflicts of interest in allocating
time, services and functions among SPiCE VC, SPiCE Investments LP and other business ventures. Conflicts may arise in
the allocation of investment opportunities and the Founders’ time among SPiCE VC and SPiCE Investments LP, on the one
hand, and existing or future investments and other business ventures managed by the Founders on the other hand. A conflicts
of interest policy will be implemented by SPiCE VC, SPiCE Investments LP and the Founders in accordance with which
SPiCE VC, SPiCE Investments LP and the Founders intend to act in accordance with at all times, in order to avoid conflicts
of interest arising; however there is a risk that conflicts of interest may still arise. The Founders are not required to refrain
from such management activities or to disgorge profits from such activities.
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.
SPiCE VC’s ability to achieve its investment objectives will depend on its ability to grow, which will depend, in turn, on
SPiCE Manager’s and, in respect of Israeli investments, SPiCE GP’s ability to identify, invest in, and monitor companies
that meet the investment criteria. 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, their ability to provide competent, attentive, and efficient
services to SPiCE VC and SPiCE Investments LP respectively, and SPiCE VC’s and SPiCE Investments LP’s access to
financing on acceptable terms. SPiCE Manager will have substantial responsibilities under the Management Agreement. 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, financial condition, and results of operations.
SPiCE Tokenholders will rely on SPiCE Manager’s and SPiCE GP’s investment discretion for SPiCE VC and SPiCE
Investments LP.
SPiCE Manager will have sole discretion over the investment of the funds committed to SPiCE VC, and SPiCE GP will have
sole discretion over the investment of the funds invested through SPiCE Investments LP, as well as the ultimate realisation
of any profits in each case. 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 Tokenholders will not receive the detailed financial
information issued by portfolio companies that will be available to SPiCE VC and SPiCE Investments LP. Accordingly,
SPiCE Tokenholders will not have the opportunity to evaluate the relevant economic, financial and other information that
will be utilised by SPiCE Manager and SPiCE GP in their selection of investments. As such, the pool of funds in SPiCE VC
and SPiCE Investments LP represents a blind pool of funds. SPiCE Tokenholders will be relying on SPiCE Manager and
SPiCE GP to identify, structure, 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. SPiCE Tokenholders will not make decisions with respect to the management, disposition or
other realisation of any investment made by SPiCE VC and SPiCE Investments LP, or other decisions regarding SPiCE
VC’s and SPiCE Investments LP’s business and affairs. SPiCE Tokenholders will have no voting or other rights to make
decisions with respect to SPiCE VC or its management.

25
SPiCE Manager and SPiCE GP, and their respective affiliates, may engage in other activities, which may conflict with
those of SPiCE VC.
SPiCE Manager and SPiCE GP, and certain of their respective personnel or affiliates, may in the future serve as investment
manager for other investment funds and investment accounts, 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 also including additional investment funds and/or client accounts with investment objectives that differ
in some respects from SPiCE VC’s investment objective.
None of SPiCE Manager, 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, and they may take advantage of any
opportunity, either for other accounts that SPiCE Manager, SPiCE GP, their respective personnel or affiliates manage or
for themselves. SPiCE VC’s focused investment strategy may give rise to risks associated with particular economic,
political, regulatory, technology or industry issues, compared to a more diversified or broader industry investment
strategy.
SPiCE VC will generally be focused on investments in start-up technology companies, blockchain technologies,
cryptocurrency businesses and ICOs, although it may change its investment focus at any time without the consent of the
SPiCE Tokenholders. A specific investment focus is inherently more risky and could cause SPiCE VC’s investments to be
more susceptible to particular economic, political, regulatory, technological or industry conditions or occurrences compared
with a fund, or a portfolio of funds, that is more diversified or has a broader industry focus.
SPiCE VC may invest in companies with no operating history, making the evaluation of the future prospects of those
companies difficult. Before deciding to purchase SPiCE Tokens, a prospective investor should consider the risks and
difficulties frequently encountered by early-to mid-stage companies in new and rapidly evolving markets, particularly those
companies whose businesses depend on the internet and blockchain technology. These risks include the ability to (i) increase
revenues and manage costs; (ii) increase awareness of the company; (iii) offer compelling content; (iv) maintain current, and
develop new, strategic relationships; (v) respond effectively to competitive pressures; (vi) continue to develop and upgrade
technology; (vii) attract, retain and motivate qualified personnel; and (viii) raise additional capital. 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.
Portfolio company turnover may impact the profitability of SPiCE VC’s investments.
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. 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.
Although SPiCE VC expect that many of SPiCE VC’s and SPiCE Investments LP’s investments will be relatively long term
in nature, 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, or (especially
when cash is not otherwise available) that another investment appears to have a relatively greater opportunity for capital
appreciation. 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 portfolio changes
without regard to the length of time SPiCE VC or SPiCE Investments LP has held an investment, or whether a sale results in
profit or loss, or whether a purchase results in the reacquisition of an investment that SPiCE VC or SPiCE Investments LP
may have only recently sold. SPiCE VC’s and SPiCE Investments LP’s investments in privately held companies are illiquid,
which limits portfolio turnover. 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.
SPiCE VC may encounter limitations on its ability to exit investments.
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. At any particular time, one or both of these avenues may not be
open to SPiCE VC, or timing with respect to these exit mechanisms may be inopportune. As such, the ability to exit from
and liquidate portfolio holdings may be constrained at any particular time.
The retention of proceeds of the Offering may impair investment returns.
As is customary in the industry, 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, operating expenses (including the
management fees), SPiCE VC’s and SPiCE Investments LP’s liabilities, and other matters. Estimating the appropriate
amount of such retained proceeds is difficult, especially for follow-on investment opportunities, which are directly tied to the
success and capital needs of portfolio companies. Inadequate or excessive retained proceeds could impair the investment
returns to SPiCE VC and SPiCE Investments LP and the NAV. If the retained proceeds are inadequate, 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. If
the retained proceeds are excessive, 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.

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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.
SPiCE VC and SPiCE Investments LP will primarily make investments in private companies. 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. 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. In addition, 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.
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, through SPiCE Investment LP, a substantial portion of its assets in portfolio companies located
or doing business in Israel. 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. 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. Since the
establishment of the State of Israel, a state of hostility has existed, varying in degree and intensity, between Israel and the
Arab countries. In addition, certain countries, as well as individual companies, participate in a boycott of Israeli firms and
others doing business in Israel or with Israeli companies. This boycott could have a material adverse effect upon certain
portfolio companies in which it is intended Spice Investments LP will invest. Although the effects of the boycott have
gradually been reduced with time, there remain a number of countries which restrict the ability of their residents to do
business with Israel or Israeli companies. It remains unlikely that a full resolution of these problems will be achieved, either
in the short or long term and, if achieved, what the nature of such resolution would be.
SPiCE VC and SPiCE Investments LP may experience fluctuations in their quarterly results.
SPiCE VC and SPiCE Investments LP could experience fluctuations in their quarterly operating results due to a number of
factors, including the performance of the portfolio securities they hold; the level of their expenses; variations in, and the
timing of the recognition of, realised and unrealised gains or losses; the degree to which they encounter competition in other
markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as
being indicative of performance in future periods.

Risk Factors Related to Blockchain Networks


Potential investors may not have the skills necessary to secure, trade, or collect distributions using the SPiCE Tokens or
to comply with the requirements of the fund.
Participating in the Offering requires technical skill beyond that of many investors. Securing, trading or collecting
distributions relating to the SPiCE Tokens requires working knowledge of blockchain technology, blockchain assets and
their attendant systems and processes. Similar knowledge of blockchain asset exchanges and other industry participants may
be required to comply with the requirements of the Offering.
The loss or destruction of a private key required to access blockchain assets may be irreversible. 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.
Blockchain assets include, without limitation, Bitcoins and other cryptocurrencies, Ether, SPiCE Tokens and other
cryptographic tokens. 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. 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. To the
extent a private key is lost, destroyed or otherwise compromised and no backup of the private key is accessible, 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 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.
A temporary or permanent blockchain “fork” could adversely affect an investment in cryptocurrency.
A temporary or permanent blockchain “fork” could adversely affect an investment in a cryptocurrency. In June 2016, the
Decentralized Autonomous Organization (the DAO), an organisation using the Ethereum network, was hacked, resulting in a
loss of approximately ETH 3.6 million. In response to this loss, the Ethereum community agreed to create a new “hard fork”
on the Ethereum network blockchain which returned the lost ETH to the DAO. A “hard fork” is a change to the underlying
Ethereum protocol, which creates new rules for the Ethereum system. At the time of the initial attack, the market price of
ETH declined significantly. Since the attack on the DAO, there have been several more hacks of a similar nature. Funds
submitted for subscription in an ICO may also be stolen through hacking the system. 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.

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

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

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ABOUT SPiCE VC
Prospective investors should read this section in conjunction with the more detailed information contained in this
Information Memorandum, including but not limited to the section entitled “Risk Factors”.

Overview of organisational structure


SPiCE VC is a newly-incorporated Singaporean private limited company, which has no prior operating history.
SPiCE VC will hold its investments in non-Israeli assets directly or through subsidiary entities of SPiCE VC. SPiCE VC
intends to use a limited partnership (SPiCE Investments LP), to be formed after the date of this Information Memorandum,
to invest in Israel-based investments and potentially non-Israeli based investments. SPiCE Investments LP, if formed, will be
managed by a Cayman Islands-exempted company, which shall be incorporated at a later date (SPiCE GP).
SPiCE VC is managed, and SPiCE GP will be managed, by Spice Funds Management Limited, a Cayman Islands-exempted
company (SPiCE Manager), pursuant to a management agreement (the SPiCE VC Management Agreement). SPiCE
Manager, as a small AIFM, has notified the FCA of its intention to market the SPiCE Tokens issued by SPiCE VC to UK
professional investors pursuant to the AIFMD, as implemented by the United Kingdom.
SPiCE VC and SPiCE Manager are, and SPiCE GP will be, wholly owned by Tal Elyashiv, Amihay Ben David and Carlos
Domingo (the Founders).

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,
under the pseudonym Satoshi Nakamoto cryptocurrencies and their underlying technology, blockchain, have taken the world
by storm and are disrupting industries. Today, blockchain technologies are used in sectors such as finance, healthcare,
insurance, Internet of Things, supply chain management, real estate and energy management and, as at the date of this
Information Memorandum, are being considered not only by start-ups but also by Fortune 500 companies including
Accenture, BP, Deloitte, Intel, Microsoft and large financial institutions, such as BBVA, Credit Suisse and Banco de
Santander. The combined market cap of Bitcoin and other cryptocurrencies is estimated to have surpassed USD 120 billion.
Ethereum, invented in 2013 by a young crypto programmer called Vitalik Buterin, expands on the potential of Bitcoin to
support distributed applications as well as smart contracts. In the Ethereum distributed network, 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, inflation rate, etc.). Ethereum specifications included a mechanism for a crowdsale that
would allow companies to sell their Ethereum tokens to the public. Ethereum itself was initially funded via a crowdsale by
issuing Ethers, the main Ethereum cryptocurrency used in this network. These crowdsales of crypto tokens (for which the
Ethereum network is the dominant platform), are commonly referred to as initial coin offerings (ICOs). ICOs have become

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increasingly popular and, as at the date of this Information Memorandum, blockchain companies are estimated to have raised
over USD 1.2 billion through ICOs in 2017.
With the increase in price in USD of Bitcoin, Ethereum and Ripple by more than 700 per cent. in the past year, as at the date
of this Information Memorandum, and the significant returns of some ICOs, there has been a rise in the number of funds
dedicated to investing in cryptocurrencies, ICOs and/or blockchain companies, which intend to facilitate the entry of
traditional investors to this new asset class.
One of the first of these funds was Metastable Capital, 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. Polychain, founded in September 2016, has an
estimated USD 200 million in assets under management and has received investments from Andreessen Horowitz, Founders
Fund, Sequoia Capital and Union Square Ventures. Since then, many more have followed or are set to launch before the end
of 2017, including Auryn Capital, BlockTower Capital, BKCM, Coinshares1 LP and Crypto Asset Fund. Some of these
funds are raising funds by issuing tokens via an ICO. One of the first venture capital funds to undertake an ICO was
Blockchain Capital, founded by blockchain pioneer Brock Pierce, which is estimated to have raised USD 10 million in early
2017.
However, SPiCE VC is different from other funds that raise their capital via an ICO, in the following ways:
 Investment model: Funds raising capital through an ICO tend to invest purely in ICOs and cryptocurrencies.
SPiCE VC will be different. 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, including sectors such as
artificial intelligence, augmented reality/virtual reality, cybersecurity, and Internet of Things. This may provide
much better diversification to tokenholders and a balanced and less volatile portfolio across technology start-ups.
 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. Most other token based venture capital funds or hedge
funds are “evergreen funds”, which means they do not return all exit revenues but keep some for future
investments. When they do return money, 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. SPiCE VC will instead
return the exit proceeds directly to SPiCE Tokenholders following Realisations made by SPiCE VC (net of fees
and expenses). This means that whenever there is an exit from one of its portfolio companies, SPiCE VC will buy
back the relative portion of SPiCE Tokens from every single SPiCE Tokenholder, to return the full net revenues to
SPiCE Tokenholders. SPiCE VC will not be taking any carried interest from those SPiCE Tokenholders before all
the money invested has been fully returned. For further information see “Description of the SPiCE Tokens –
Realisation Buybacks.”.

Disrupting venture capital with the blockchain


In SPiCE VC’s opinion, a significant limitation of the venture model is that venture capital funds are not liquid. In the book
“The Business of Venture Capital”, Mahendra Ramsinghani describes the problem as follows: “A VC partnership is a 10-
year blind-pool - a long relationship in which investors have limited ability to exit, and no clarity of outcomes.”
For that reason, 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. It is the reason why groups of smaller investors are often left out, and why
large financial institutions only dedicate a small portion of their investments to this asset class.
Making venture capital funds liquid will help to transform the industry, and at the same time make venture capital funds
much more inclusive (within regulatory frameworks), thereby attracting increased funding to venture capital.

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).
As an example (used for illustrative purposes only), a liquid fund (the Liquid Fund) and a traditional venture capital fund
(the Traditional Fund) invest in the same start-up, which later becomes successful. Investors in the Traditional Fund will
not receive any proceeds until the Traditional Fund achieves an exit from the start-up, which could potentially be years later.
Whereas, assuming there is demand in the secondary market for the Liquid Fund’s tokens, the investors in the Liquid Fund
would be able to sell, for example, a portion of their tokens when the start-up announces a major milestone, 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, SPiCE VC intends to measure its performance not only by its IRR, but also by a new metric,
which SPiCE VC calls Liquid IRR.
IRR is calculated based on cash flows (negative and positive) of cash over time to show the attractiveness of an investment.
However, SPiCE VC’s suggested formula is to look at the end of each period in the life of the fund, and assume that the
SPiCE Tokenholder is capturing the value from any increase of the NAV (if any) at that point. This allows a return of a
portion of the funds years earlier than could be the case for a traditional venture capital fund, which may translate to a higher
effective IRR. This is described in more detail below.

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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, SPiCE VC believes that it is necessary to reconsider the metrics that are used to
measure and compare traditional venture capital funds’ performances. Simply using measures such as IRR and Cash on Cash
(CoC) will not appropriately measure the potential performance of SPiCE VC. To quantify the potential liquidity advantage
of SPiCE VC, SPiCE VC proposes to measure its fund not only by its IRR, but also by a new metric SPiCE VC calls “Liquid
IRR”. 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.
For example, 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 - USD USD USD USD USD USD USD


100,000 USD 0 USD 0 USD 0 60,000 30,000 110,000 50,000 USD 0 150,000 100,000

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

An investment in portfolio (A) would provide a CoC return of 4.5 times over the example period and an IRR of 28.32 per
cent.. The example above is a representation of many traditional funds, 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.
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), SPiCE VC may offer increased liquidity for investors compared with a traditional venture capital
fund.
In order to assess the potential value of the additional liquidity, 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, write offs, etc.) 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. This
could generate some positive cash flow streams for SPiCE Tokenholders prior to exits by SPiCE VC crystallising the value
for SPiCE VC. 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.
So using the same example of the fund’s investment as before, if the published NAV is as follows:

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and the tokenholder took advantage of the token price by selling tokens in years 4, 5, 7 and 8,

Year Year Year Year Yea Year Year Year Year Year
Investment 1 2 3 4 5 6 7 8 9 10

- USD USD USD USD USD USD USD


Exit 100,000 USD 0 USD 0 USD 0 10,000 USD 0 10,000 60,000 120,000 150,000 100,000
NAV
USD USD USD USD USD USD USD USD USD USD
(+ Exits) 100,000 100,000 135,000 300,000 300,000 300,000 340,000 360,000 390,000 450,000

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
- USD USD USD USD USD USD USD
Cash Flow 100,000 USD 0 USD 0 USD 0 150,000 35,000 USD 0 98,235 50,000 87,558 29,186

the CoC would still be 4.5 times but the Liquid IRR would be higher at 31.87 per cent. than in comparison to a fund where
no liquidity event for an investor during the life of the fund was possible.

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, if an investor sells its SPiCE Tokens before an exit event involving SPiCE VC selling the underlying investment,
the investor may also give up some potential upside, depending on the value at which the underlying exit occurs. In addition
whenever a SPiCE Tokenholder transfers SPiCE Tokens their relative “share” in future exits is reduced. This is a choice for
the investor based on its investment criteria and liquidity needs.

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), but also
because more people can afford to participate as the investment is anticipated to be more liquid than the traditional fund
model.

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; it is also how start-ups raise money from venture capital funds.

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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. Entrepreneurs can now be funded directly by their communities.
Theoretically, tokens are a powerful new way of funding companies. From a venture capital perspective, they offer an
opportunity for liquid investments and faster exits. As a simplified example (used only for illustrative purposes), under the
traditional equity model, a venture capital fund invests USD 5 million in return for 20 per cent. of a company and the
company later has a USD 100 million exit. The venture capital fund has made a four times return. In an ICO equivalent
scenario, 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, the venture capital fund can make the same exact exit from the same investment, four
times, but in the ICO example, the investment is liquid, 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, provided there is demand in the secondary market for the token.
Some ICOs such as the NXT, Spectrecoin and Stratis ICOs have reportedly had a token price increase of 400 per cent. or
more in less than three years; while other ICOs have not and never will. SPiCE VC cannot guarantee any return on its
investments in portfolio companies or any returns for SPiCE Tokenholders.
SPiCE VC believes that the token model requires a suitable company is suitable for it. 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.

What does a token-based venture capital fund mean for investors?

For crypto investors: diversification.


This industry is in its very early days and the market is volatile and unpredictable, with massive fluctuations. Tokens offer an
alternative which is available for investment in cryptocurrencies, but have a right to a return based on the performance of the
underlying assets, rather than the state of the market.
SPiCE VC offers qualified investors the option to diversify some of their cryptocurrency holdings, into a portfolio of
technology start-ups across a variety of sectors, including blockchain, artificial intelligence, augmented reality, virtual
reality, Internet of Things, cyber security enterprise and SMB platforms, consumer/social apps and services, IT and software
development, media, gaming, e-commerce and retail.

For institutional investors: a tectonic shift.


For traditional investors, the liquidity of a complete asset class is increasing.
Until now, venture capital funds have dominated technology investments. Suddenly with liquidity at both the fund and
company level, hedge funds have started to invest directly in both company and venture capital tokens.
Given that SPiCE VC is also going to invest in blockchain companies and ICOs, SPiCE VC’s fund also gives institutional
investors exposure to this new asset class.

For accredited/qualified investors: a new world.


For smaller qualified and/or sophisticated investors interested in technology investments, their main options previously were
either to invest very early in start-ups – as angels – or to participate in crowdsourcing projects.
SPiCE VC could provide such investors an opportunity to enjoy the diversified venture capital portfolio approach, with the
added benefit of potentially lower risk due to the investments being made at a later stage in the lifecycle of start-ups. SPiCE
VC may also provide investors with greater liquidity than a typical angel investment.

SPiCE Investment Thesis

What does SPiCE VC invest in?


Since 2012, the amount of venture capital raised by companies in Europe and Israel increased from a reported EUR 4.2
billion to EUR 16.2 billion in 2016. 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, an increase in funding of up to 12 per cent. from the previous year.
Geographically, in addition to Israel, the industry in Europe is concentrated in the UK and Germany. France is emerging as a
start-up hub as well, and other parts of Europe like Spain and Scandinavia, while still smaller, are growing significantly.
However, 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, often with only “a team and a dream”; but the money raised at this stage, often does
not provide enough runway for most start-ups to reach the ever-growing milestones required for a series A round. As
entrepreneurs and investors, 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 0.5 to USD 2 million required to show the
metrics required by bigger venture capital funds. With the rise of micro venture capital firms, angel investors, accelerators
and incubators like, Startupbootcamp, Wayra, investment instruments like SAFE and the growing popularity of equity

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crowdfunding sites such as, CrowdCube and Seedrs in the United Kingdom, OurCrowd, iAngels and Exit Valley in Israel,
Companisto in Germany or StartupXplorer in Spain, it has become relatively easy in the past few years for new start-ups to
raise initial seed capital. In addition, 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.
SPiCE VC believes that there are fewer series A rounds, the average A-round is larger and the milestones required to secure
them are much more demanding as well. This is, in part, due to consolidation and growth in the size of venture capital funds.
For example, in SPiCE VC’s opinion, if a start-up raised between USD 50,000 and USD 300,000 in an initial angel and/or
seed financing, 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. 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.
As a result, SPiCE VC believes many of the start-ups that received pre-seed and small seed funding through one of the many
available mechanisms, 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. In SPiCE VC’s opinion, many start-ups find themselves with
potentially great businesses but where they are “too early” for series A rounds, and “too late” for the angels and incubators.
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, which are most likely to reach the next funding event within 12 to
18 months. These are companies that have received seed or pre-seed funding, have a working business and are reaching
product-market fit, but have not yet reached the necessary metrics and milestones to launch a series A round or a successful
ICO. 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.

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;
 which SPiCE VC expects will generate a three to five times increase in company valuation.
Start-ups are now exploring the ICO route instead of the series A model. SPiCE VC will be able to invest in both types of
start-ups, 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, and so all of SPiCE VC’s filters are designed to analyse both types of companies.
SPiCE VC has developed an investment algorithm with five filters, designed to find the seven to nine companies a year
which SPiCE VC believes are most suitable for the SPiCE VC model.
SPiCE VC reserves the right to adapt its investment criteria and/or strategy at any given time.
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.

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, in SPiCE VC’s opinion, are whether SPiCE VC believes that:
 the team is impressive, has no critical role or technology gaps and the CEO is a leader;
 the company has a positive culture, a vision and great practical execution;
 the market is attractive for series A investors and there is a path to scale;
 the product is strong and the technology is differentiated with a defendable competitive advantage; and
 the company has strong evidence that it is achieving product-market fit.
This is not an exhaustive list and a company may not satisfy all of the criteria. In order to satisfy this filter, the company
should, in SPiCE VC’s opinion, appear to be a strong series A calibre candidate.

ICO fundability
When considering whether to invest in a company that is anticipating an ICO in the following 12 to 18 months, 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.
The company’s offering also has to be naturally suitable for the token it sells in SPiCE VC’s opinion. 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. The

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value of the token is expected to be relative to the value it gives its users, which applies where a token is needed for the
platform to function. SPiCE VC will not invest in companies where token value is unclear.

Filter 2: Market Sector


SPiCE VC is a horizontal fund. 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. 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, biotech or medtech.
SPiCE VC is not limited to investing in blockchain start-ups. It will invest in start-ups that meet its investment criteria and
that utilise disruptive new technologies such as blockchain, cryptocurrencies, artificial intelligence, augmented reality/virtual
reality, Internet of Things, autonomous systems and big data. It will focus on companies that will leverage these technologies
to transform established industries and evergreen sectors such as enterprise and SMB platforms, financial services,
consumer/social apps and services, IT and software development, media, gaming, e-commerce, retail, marketplaces and
cybersecurity.

Geographic split
SPiCE VC expects its investments to be split based on market conditions and its physical presence in the market, such split
to be, approximately, an allocation of 80 per cent. of funds raised to invest in companies based in Israel and the United
Kingdom and 20 per cent. of funds raised to invest for the rest of Europe. This may change over time and is dependent on
market conditions.
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, depending on the
circumstances.

Filter 3: Company Stage and Trajectory


When it comes to companies targeting a series A round within 12 to 18 months, the company will have to have, in SPiCE
VC’s opinion, a clear vision, strategy and growth plan. It can be pre-market scaling, but must have, in SPiCE VC’s opinion,
strong enough market indicators that the series A milestones are within reach. 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, proof of concepts and/or partnerships with relevant clients.
Candidate companies will not have reached series A milestones when SPiCE VC invests, but they must show that they track,
in SPiCE VC’s opinion, the relevant metrics, have a clear plan to reach the required milestones and demonstrate the right
trajectory towards these milestones.
Therefore, SPiCE VC will only invest in companies that SPiCE VC believes to be at a stage where they have a significant
product, which may not be publicly launched yet, but must be real and have, in SPiCE VC’s opinion, potential. 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.
There can be no guarantee that the companies SPiCE VC invests in will have a successful series A round or ICO.

Filter 4: Fit to SPiCE Business Model


For traditional start-ups SPiCE VC is intending to hold approximately 15 to 25 per cent. of a company after the initial
investment. SPiCE VC believes that the companies it invests in, if successful, may be able to increase in valuation by up to
three to five times over a period of time.
In order for SPiCE VC to invest in a company targeting an ICO, the company’s tokens should have such utility that, if the
company is successful, SPiCE VC can believe that their value will increase up to five times over several years. SPiCE VC
cannot guarantee that the investments SPiCE VC will make will result in any returns.

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, where
appropriate, a successful ICO, within 12 to 18 months. If the company’s management or board are not aligned with that
model, SPiCE VC will not invest.

The SPiCE Investment Process


SPiCE VC’s process for generating, evaluating, 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. 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;

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 through the Founders connections and relationships;
 referrals from angel investors, incubators and accelerators; and
 from the SPiCE Tokenholders.

Stage 2: Review of Materials


Expectation: SPiCE VC hopes that its pipeline will generate up to 100 new candidates each month.
At this stage, SPiCE VC will eliminate companies in which SPiCE VC cannot invest because the companies do not match
SPiCE VC’s model. SPiCE VC will attempt to meet as many founders as possible.

Stage 3: Meeting and Initial Discussions


Expectation: An average of one meeting with a new start-up per day per partner.
The purpose of the first meeting is to gather enough data to decide if it is worthwhile to pursue deeper analysis. 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.

Stage 4: Deep Dive


Expectation: An average of one deep dive per week per partner.
SPiCE will review each filter, set out in the SPiCE Investment Criteria section above, in detail. SPiCE VC acknowledges
that the companies may not satisfy all of the investment criteria, but SPiCE VC will need to build enough evidence and
conviction that the company can reasonably achieve, in SPiCE VC’s opinion, the next successful funding event within 12 to
18 months before deciding whether to invest.
SPiCE VC intends to have further meetings with the founders and team before conducting reference checks, collecting
additional metrics and data points for trajectory analysis and an examination of the product, technology, intellectual
property, user experience, marketing, as well as reviewing the market and competition. SPiCE VC will work with its team of
advisers as needed, as well as talking to potential future series A investors, partners, customers and community members.

Stage 5: Term Sheet and Closing


Expectation: seven to nine deals per year (approximately on average one deal every six to seven weeks).
SPiCE VC intends to have detailed discussions with the companies and to negotiate a term sheet regarding its investments.
Subject to the outcome of the negotiations and the terms of the potential deal, SPiCE VC will seek to invest at the end of this
stage.

Stage 6: Working to secure a strong series A round or successful ICO


Expectation: up to four companies per partner, at any given time.
SPiCE VC will seek a board position at each portfolio company, in order to help the company transition successfully to the
next stage.
SPiCE VC’s approach is to focus its efforts and help to achieve, in SPiCE VC’s opinion, a successful series A round or an
ICO. 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. SPiCE VC will use its network of connections to assist the company in
achieving its targets.
SPiCE VC will work with founders to prepare for either a series A round or an ICO and will contribute its experience,
network and community connections.

Stage 7: Portfolio management to exit


Expectation: up to six to seven per partner.
Once a company has secured a series A investment, or has closed its ICO, SPiCE VC will take a less active role on the board
of the Company. SPiCE VC’s plan is to stay with companies until they exit, or in case of token holding, until SPiCE VC
thinks, at its sole discretion, that the token has reached a point where it is the equivalent of an exit. At that point, SPiCE VC
will seek an exit and return the proceeds to the SPiCE Tokenholders.

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. This report estimates the current value of
SPiCE VC’s assets including the value of all portfolio companies and cash. The NAV provides a guideline to what
the assets are worth at the time of the report’s creation; however, the market can use it to predict the future value of
the SPiCE Token. SPiCE VC does not expect the NAV to change for at least the first year after the Offering
closes. This is because the NAV is based on portfolio companies’ latest external transactions or relevant

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comparables in the market, so the calculated NAV will, in all likelihood, 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.
 SPiCE VC will, where permitted and subject to any confidentiality obligations, list the companies it invests in on
its website and will share announcements made by its portfolio companies. SPiCE VC intends to initially hold
approximately 15 to 25 per cent. in its portfolio companies. If any portfolio companies are successful, this may
influence the price and/or demand for SPiCE Tokens. If any portfolio companies report negative news, such news
will reduce the valuation of the SPiCE Tokens. SPiCE VC will not share any more information than is shared by
the portfolio companies.
As SPiCE VC is a venture capital fund focusing on investing in technology companies, 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.
SPiCE VC is attempting to increase the liquidity of the SPiCE Tokens through various options, 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.

Token exchanges
Token exchanges provide both the platform and the technical infrastructure for people to trade tokens. 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.
Currently, the majority of the exchanges are not able to support security tokens, but SPiCE VC expects exchanges to start
supporting security tokens in the coming months.
Being listed on an exchange does not guarantee supply or demand; this will depend on the performance of SPiCE VC and
market conditions.

Reserve liquidity
SPiCE VC will allocate up to 5 per cent. of the total proceeds received, calculated in USD, from the Offering to a reserve
(the Reserve). From the third anniversary of the closing of the Offering, SPiCE VC reserves the right to wind-up the
Reserve at any given time. SPiCE VC intends to launch the Reserve no later than 1 February 2018. SPiCE VC anticipates
that the Reserve will increase the liquidity for smaller transfers of SPiCE Tokens (up to hundreds of thousands of dollars).
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. 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.
When SPiCE VC decides, in its absolute discretion, to windup the Reserve, 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. 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 will provide further details on the Reserve following the date of this Information Memorandum.

Fund Net Asset Value (NAV) Calculation Policy


SPiCE VC will publish a quarterly NAV estimation on 31 March, 30 June, 30 September and 31 December of each calendar
year in respect of its portfolio. SPiCE VC expects the calculation and adherence of the NAV calculation to accounting
practices to be verified by one Deloitte, PwC, EY and KPMG.
In general, there are several methods used to calculate the NAV of venture capital funds.

SPiCE VC’s NAV calculation method


The NAV is calculated as the sum of the estimated fair value of the securities, tokens, cash and other assets held by SPiCE
VC less all current liabilities.
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;
 Level 1 assets: if relevant, typically tokens held as a result of an investment in ICOs;
 Level 2 assets: these assets will typically be as a result of investments in ICOs when the tokens are not yet
tradable; 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.
SPiCE VC will use the following methods to calculate the NAV for each category of assets.
Level 1 assets

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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, 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, the average
quoted market price by the largest exchange (by volume) on which the tokens are traded shall be used). Where the asset is
price or denominated in a fiat currency other than USD, SPiCE VC will provide details of the exchange rate used to convert
the value into USD.
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.
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, determined by revenue, EBITDA or enterprise value metrics. 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.
 Industry Comparables Method: SPiCE VC will, where possible, compare portfolio companies against publicly
listed companies which are clear industry comparables and whose valuation has been validated. Once SPiCE VC
has a comparison set, it will find the average enterprise value/EBITDA multiple and use that multiple as the basis
for valuing the portfolio company.
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;

: represents level 1 assets;

: represents level 2 assets;

: represents level 3 assets; and


SPICE LIABILITIES: represents the total liabilities of SPiCE VC.
The above NAV valuation methods may be modified by SPICE VC if, and to the extent that, 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), (ii) the expected costs, including brokerage commissions, of liquidating any liquid investment or other asset, (iii)
any distribution made with respect to any liquid investment or any accruals thereon.

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ABOUT THE FOUNDERS
The founding team at SPiCE is comprised of three experienced and complementary individuals that bring a wealth of
investment, entrepreneurial and corporate expertise. Throughout their careers, the Founders have been involved in building
technology companies from scratch, managing them, investing in them and securing venture capital for them. They know the
technology ecosystem intimately and have a strong network in the technology community.

Amihay Ben David


Ami is a serial entrepreneur and product innovator. He has founded four companies, where he was the inventor of key
products and led their subsequent marketing. His products ranged across internet banking, CRM applications, mobile content
distribution, business messaging, mobile search engines and a mobile AI-powered phone interface. On the business side, he
has experience of bringing products to market and raising funds for his companies from venture capitalists. 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.

Tal Elyashiv
Tal is a senior executive, entrepreneur and early stage investor. In the financial industry, he served as a CIO at Capital One
from Capital One’s inception to becoming a Fortune 500 company, managing 1,200 IT professionals, and as Senior Vice
President in Bank of America where he led the technological development of the consumer banking business. He was then
Head of Technology at 888 Gaming and at BondDesk. On the entrepreneurial side, Tal was the founder and CEO of three
start-ups in China, the United States and Israel. He has also made many successful angel investments and has served as a
board member of multiple start-ups.

Carlos Domingo
Carlos is a senior executive, entrepreneur and investor. He was the President and CEO of Telefonica R&D and CEO of New
Business and Innovation at Telefonica Digital, as well as co-founder and board member of Wayra, one of the world’s largest
corporate accelerators. He has been CTO, CEO or board member of multiple tech start-ups. On the investment side, he is the
founder of Sling Ventures, an angel investment fund co-invested by the European Invested Bank, one of the founders of
Dubai Angel Investors, a Venture Partner in THCAP VC and he previously managed the corporate venture capital of
Telefonica Digital. Carlos was also one of the leaders of open source project Firefox OS.

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DESCRIPTION OF THE SPiCE TOKENS
Each SPiCE Token will be issued by SPiCE VC. In aggregate up to 130,000,000 SPiCE Tokens will be offered pursuant to
the Offering. The SPiCE Tokens have no voting, distribution, pre-emptive or conversion rights and offer redemption rights
only for SPiCE VC.
This section sets out the key terms of the SPiCE Tokens, which shall be set out in the SPiCE Token Instrument.
Of the Total Issued SPiCE Tokens:
 7.5 per cent. shall be issued to the Founders; and
 7.5 per cent. shall be reserved to pay to SPiCE VC’s partners, advisers and service providers.

Smart Contract
The SPiCE Tokens will be issued electronically and comply with the ERC20 smart contract standard consisting of software
code, existing on the Ethereum blockchain (the Smart Contract). 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. The
software code of this Smart Contract is open source and will be published on the SPiCE VC website in due course.

Distribution Policy
The SPiCE Tokens have no distribution or dividend rights, other than on a Realisation Buyback, a Regulatory Redemption
and a Liquidity Buyback as further set out below. Any return of capital to SPiCE Tokenholders will occur through the
Realisation Buyback process of the SPiCE Tokens as described below.

Realisation Buybacks
If there is a Realisation in the portfolio of investments held directly or indirectly by SPiCE VC, 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, using
the funds received from the Realisation (after the deduction of any applicable fees and expenses). The Repurchase Price on a
Realisation Buyback shall be determined as follows:
 for all Realisation Buybacks (other than the Final Realisation Buyback), 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.m. (London time) on the
day before the Realisation Buyback Notice is published over the three largest cryptocurrency exchanges trading
the SPiCE Token by volume); and (ii) the NAV per SPiCE Token; and
 for the Final Realisation Buyback, the Repurchase Price shall be the NAV per SPiCE Token.
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;
 Repurchase Price is the price per SPiCE Token as determined pursuant to the above; and
 Issued SPiCE Tokens is the total number of SPiCE Tokens held by SPiCE Tokenholders.
In advance of a Realisation Buyback, once the proceeds of the Realisation have been transferred to SPiCE VC and all fees
and expenses have been deducted, SPiCE VC shall publish a Realisation Buyback Notice. The Realisation Buyback Notice
shall state:
(i) date and time the Realisation Buyback will take effect;
(ii) the Realisation Amount to be shared amongst SPiCE Tokenholders pro rata to each SPiCE
Tokenholder’s holding of SPiCE Tokens; and
(iii) the information SPICE Tokenholders will need to provide in order to complete the SPiCE Tokenholder
Checks.
A SPiCE Tokenholder’s proportion of the Realisation Amount shall be paid in ETH, converted from USD at the prevailing
exchange rate at the time of the Realisation Buyback available to SPiCE VC. SPiCE VC reserves the right to pay the
Realisation Amount to the SPiCE Tokenholder in another currency of its choice.
Following the publication of the Realisation Buyback Notice, 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,

41
including verifying the identity of any digital wallets to which the proceeds of the Liquidity Buyback will be sent, either by
sending a unique identifier from the digital wallet to SPiCE VC or by any other processes specified by SPiCE VC, within 10
days of the publication of the Realisation Buyback Notice, to the satisfaction of SPiCE VC in its absolute discretion, and
complying with the terms and conditions of the Token Instrument. 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. In the event that a SPiCE Tokenholder’s SPiCE
Tokens are designated as Blocked SPiCE Tokens, that SPiCE Tokenholder will not be able to transfer its SPiCE Tokens or
participate in a Realisation Buyback of its SPiCE Tokens. 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. 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, SPiCE VC reserves the right, in its absolute discretion, 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. 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.
If, at the time of a Realisation Buyback, there are any Blocked SPiCE Tokens, 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, as set out in the Realisation Buyback Notice. 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, so that that SPiCE Tokenholder’s SPiCE
Tokens are no longer Blocked SPiCE Tokens, 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.
If, 30 days after the Realisation Buyback, a SPiCE Tokenholder’s SPiCE Tokens are still Blocked SPiCE Tokens, 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. 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, to be used for
investment purposes; or
(b) if the Realisation Buyback occurred on or after the fourth anniversary of the closing of the Offering, to be returned
to the SPiCE Tokenholders as part of the next Realisation Buyback.
SPiCE VC reserves the right, in its sole discretion, 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 does not expect to receive any dividends from start-ups, but if there are any, they shall be treated as a Realisation.
On a Realisation Buyback, SPiCE VC shall be able to repurchase fractions of SPiCE Tokens.
All SPiCE Tokens or fractions of SPiCE Tokens repurchased through a Realisation Buyback by SPiCE VC will immediately
be burned.

Liquidity Buybacks
If the market price of a SPiCE Token, determined to be the average price at 8:00 p.m. (London time) over the three largest
cryptocurrency exchanges trading the SPiCE Token by volume, on any particular day drops below 70 per cent. of the NAV
per SPiCE Token based on SPiCE VC’s most recent NAV Report, SPiCE VC may, in its sole discretion, purchase SPiCE
Tokens on the open market in exchange for ETH (or such other currency as SPiCE VC may choose in its sole discretion).
SPiCE VC shall decide, in its sole discretion, whether to burn or resell the redeemed SPiCE Tokens pursuant to a Liquidity
Buyback, subject to applicable laws and regulation. Any such sale will not be a Realisation.
Prior to transferring the proceeds of a Liquidity Buyback, a SPiCE Tokenholder must meet the requirements of the SPiCE
Tokenholder Checks, including verifying the identity of any digital wallet to which the proceeds of the Liquidity Buyback
will be sent, either by sending a unique identifier from the digital wallet to SPiCE VC or by any other processes specified by
SPiCE VC, to the satisfaction of SPiCE VC in its absolute discretion.
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.

Regulatory Redemption
SPiCE VC may at any time redeem all or some of the SPiCE Tokens, in its sole discretion, at a redemption price calculated
as the lower of (i) 100 per cent. of the market price per SPiCE Token (determined to be the average price at 8:00 a.m.
(London time), over the three largest cryptocurrency exchanges trading the SPiCE Token by volume on the day prior to the
redemption), (ii) the then NAV per SPiCE Token, 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), in each case, upon receipt of

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information that the status of the relevant SPiCE Tokenholder may cause regulatory concern for SPiCE VC, as described in
this Information Memorandum under “Description of the SPiCE Tokens — Regulatory Redemption”. The purpose of this
regulatory redemption provision is (i) to maintain the number of U.S. Persons holding SPiCE Tokens at 99 persons or fewer;
(ii) to enforce against any non-compliance with the terms of the SPiCE Tokens or the SPiCE Tokenholder Checks; and (iii)
to ensure compliance with any other legal, regulatory or compliance requirements.
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). On the Redemption Date, SPiCE VC shall redeem the SPICE Tokens in exchange for
the Redemption Price. Such redeemed SPiCE Tokens can be sold again by SPiCE VC, subject to applicable laws and
regulation or can be burned.
Prior to transferring the proceeds of a Regulatory Redemption, a SPiCE Tokenholder must meet the requirements of the
SPiCE Tokenholder Checks, including verifying the identity of any digital wallet to which the proceeds of a Regulatory
Redemption will be sent, either by sending a unique identifier from the digital wallet to SPiCE VC or by any other processes
specified by SPiCE VC, to the satisfaction of SPiCE VC in its absolute discretion.

Liquidation Rights
Subject to applicable law, SPiCE Tokenholders will not have any liquidation rights in the event of the bankruptcy or
liquidation of SPiCE VC, other than on a liquidation at the end of the Term (the Term Liquidation) of SPiCE VC. SPiCE
VC is under no obligation to redeem the SPiCE Tokens at any time.

Term of the SPiCE VC


SPiCE VC has a fixed termination date of seven years from the date of the closing of the Offering, which can be extended by
a further two years, if determined by SPiCE VC, SPiCE Manager, SPiCE GP and SPiCE Investments LP (if formed), to be in
the best interests of the SPiCE Tokenholders (the Term). At the end of the Term, the Term Liquidation will occur with
SPiCE Manager appointed as the liquidator.

Listing
The SPiCE Tokens will constitute a new class of securities, offering conditional rights to the returns based on the underlying
assets of SPiCE VC in accordance with the terms of the SPiCE Tokens, with no established trading market. SPiCE VC
intends to list the SPiCE Tokens on multiple cryptocurrency exchanges that accept tokens. SPiCE VC does not intend to list
the SPiCE Tokens on any national securities exchanges.
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.
Accordingly, there can be no assurance as to the liquidity of, or the trading market, for the SPiCE Tokens.

Reporting
SPiCE VC will publish the NAV Report on the SPiCE VC website on 31 March, 30 June, 30 September and 31 December of
each calendar year in respect of its portfolio.
The SPiCE Tokens may not be offered, sold, pledged or otherwise transferred in the period which is two weeks before the
publication of each NAV Report.

Management Fees
SPiCE Manager and SPiCE GP will in aggregate be paid by SPiCE VC and SPiCE Investments LP respectively an amount
equal to, on average over the seven years of the fund, 2.5 per cent. of the total proceeds of the Offering per annum. SPiCE
Manager’s and SPiCE GP’s fees will be paid quarterly in advance.

Carry
Once the Realisation Buybacks have in aggregate returned to SPiCE Tokenholders the amount raised in the Offering, SPiCE
VC shall distribute 85 per cent. of all further Realisations to the SPiCE Tokenholders in accordance with the Realisation
Buyback process and shall distribute the remaining 15 per cent. to SPiCE Manager and SPiCE GP.

Ongoing Expenses
Ongoing operational costs including accounting, legal and tax expenses will be charged to SPiCE VC.

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.S. Persons. Redemption, if ever
made, can only be made to a maximum of 99 beneficial owners that are U.S. Persons, with priority granted for U.S. Persons
who purchased SPiCE Tokens in the Offering, in SPiCE VC’s absolute discretion. The selected 99 beneficial owners that are
U.S. Persons will be notified that they have been selected on or before the date 15 calendar days before redemption by e-mail

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to the e-mail address maintained on the SPiCE Token Platform. Any U.S. Person offered SPiCE Tokens by a Non-U.S.
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. U.S. 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, and will be required to make undertakings to the SPiCE
Token Platform that they will, if they remove their SPiCE Tokens from the SPiCE Token Platform, not sell unless they sell
(A) to a Non-U.S. Person outside the United States of America in an offshore transaction in compliance with Rule 903 or
Rule 904 under the Securities Act; or (b) to any single beneficial owner that is a U.S. Person but only if they sell all of their
SPiCE Tokens to that U.S. Person and notify the SPiCE Token Platform of the new U.S. investor’s contact details.
It is understood and agreed that SPiCE VC shall have the sole right, at its complete discretion, to accept or reject
subscriptions for SPiCE Tokens, in whole or in part, for any reason and that the same shall be deemed to be accepted by
SPiCE VC only when SPiCE Tokens are issued. Subscriptions need not be accepted in the order received, and the SPiCE
Tokens may be allocated among Subscribers by SPiCE VC in its sole discretion.

Exchange Rate
The currency of the SPiCE Tokens will be U.S. dollars and the price per SPiCE Token will be USD 1 (inclusive, in the case
of Singapore, of any GST). Subscribers shall subscribe for SPiCE Tokens in one of USD, EUR, BTC and ETH in both the
Pre-Sale and the Main Sale.
The minimum subscription amounts for the Pre-Sale are as follows:
 U.S. Persons must subscribe for a minimum amount of USD 200,000 (or equivalent in EUR, ETH or BTC); and
 Non-U.S. Persons must subscribe for a minimum amount of USD 50,000 (or an equivalent amount in EUR, ETH
and BTC).
The minimum subscription amounts for the Main Sale shall be as follows:
 U.S. Persons must subscribe for a minimum amount of USD 50,000 (or an equivalent amount in EUR, ETH or
BTC).
 Non-U.S. Persons subscribing for SPiCE Tokens in EUR or USD must subscribe for a minimum amount of USD
50,000 (or an equivalent amount in EUR).
 There is no minimum subscription amount for Non-U.S. Persons subscribing for SPiCE Tokens in ETH or BTC.
SPiCE VC, at their sole discretion, will determine a portion of the funds collected in EUR, ETH and BTC to convert into
U.S. dollars within several business days following a successful closing of the Offering.
SPiCE VC will aim to convert the cryptocurrency received on a best-execution basis, within two business days of closing the
book building, at a market rate with minimal slippage. SPiCE VC will approach three cryptocurrency exchanges and
institutional liquidity providers where it has accounts open, and request quotes from each of those exchanges. BTC and ETH
received will then be converted to U.S. dollars with the exchange that has offered the best terms.
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”.
Subscribers will be alerted to the closing and whether they were successful in subscribing by e-mail and an update to their
accounts.

Unclaimed Funds
Unclaimed USD, EUR, 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. The SPiCE Tokenholder will be asked to provide the instructions where the returned
funds should be sent to. If the SPiCE Tokenholder does not respond for a period of 60 days following an e-mail requesting
instructions for a refund, the funds shall be deemed to become the property of SPiCE VC, which SPiCE VC will be able to
invest in accordance with SPiCE VC’s investment policy, and the SPiCE Tokenholder will have no further claim or right to
such amount.

Form of Ownership
The SPiCE Token is a digital token on the Ethereum blockchain with an ability to execute code. Upon the closing of the
Offering, all SPiCE Tokens issued to successful Subscribers will be deposited into Ethereum wallets. 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.

Transfer
On a transfer of a SPiCE Token from a SPiCE Tokenholder to a transferee (the SPiCE Token Transferee), the SPiCE

44
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. 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, in its absolute discretion. 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, which is to be provided on transfer) to the satisfaction of SPiCE VC, in its sole discretion, within 30 days of the
transfer. Failure by a SPiCE Token Transferee to validly provide, within the timeframe, 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, in its absolute discretion. In the event that a SPiCE Token is designated an Blocked SPiCE
Token, the SPiCE Token Transferee will not be able to transfer its SPiCE Tokens or participate in a Realisation Buyback of
its SPiCE Tokens. 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. 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, SPiCE VC reserves the right, in its absolute discretion to burn the SPiCE Tokens.
Following such event the SPiCE Token Transferee will have no further right or claim to the SPiCE Tokens or against SPiCE
VC.

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, unless so registered, the SPiCE Tokens may not be offered, sold, pledged or otherwise transferred within
the United States or to or for the account of any U.S. Person, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and any other applicable securities laws. The SPiCE Tokens are
being offered and issued, only outside the United States to persons other than U.S. Persons in reliance upon Regulation S
under the Securities Act.
Each purchaser of SPiCE Tokens will be deemed to represent, warrant, and agree as follows will be deemed to represent,
warrant, and agree as follows:
(1) Either it is:
(A) an “accredited investor” (as defined in Rule 501 of Regulation D under the Securities Act); or
(B) not a “U.S. Person” and is acquiring the SPiCE Tokens in an “offshore transaction” (each as defined in
Rule 902 of Regulation S under the Securities Act).
(2) It understands that the SPiCE Tokens are not registered under the Securities Act or any other securities laws,
including U.S. state securities or blue sky laws and non-U.S. securities laws, and SPiCE VC does not intend to
register the SPiCE Tokens under such laws.
(3) It is acquiring the SPiCE Tokens for its own account for investment purposes only and not with a view to resale or
distribution.
(4) If such purchaser is an acquirer in a transaction that occurs outside the United States within the meaning of
Regulation S, it acknowledges that it may not sell or otherwise transfer the SPiCE Tokens at any time to a
U.S. Person or for the account or benefit of a U.S. Person within the meaning of Rule 902 under the
Securities Act.
(5) If such purchaser is an acquirer in a transaction occurring inside the United States, it acknowledges that
until one year following the issuance of the SPiCE Tokens it will not be permitted to offer, sell or transfer
the SPiCE Tokens, other than to the Reserve, as permitted under applicable laws and regulations or
pursuant to registration or exemption therefrom, and that after such date it will not be permitted to sell or
otherwise transfer the SPiCE Tokens to any other U.S. Person unless they sell all of their SPiCE Tokens to a
single U.S. Person.
(6) It understands that the SPiCE Tokens will, unless otherwise agreed by SPiCE VC and the holder thereof, be
deemed to bear a legend substantially to the following effect:
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE SECURITIES ACT), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.
BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:
(1) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY, EXCEPT
(A) IF IT IS A U.S. PERSON, THEN NOT UNTIL THE FIRST ANNIVERSARY OF THE ISSUANCE
OF THE SPiCE TOKENS AND NOT TO ANY U.S. PERSON (AS DEFINED IN REGULATION S)
UNLESS THEY SELL ALL OF THEIR SPiCE TOKENS TO A SINGLE U.S. PERSON; (B) IF IT IS A
NON-U.S. PERSON OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT; (C) TO THE

45
RESERVE, AS PERMITTED UNDER APPLICABLE LAWS AND REGULATIONS OR PURSUANT
TO REGISTRATION OR EXEMPTION THEREFROM AND IN ACCORDANCE WITH THE
TERMS OF THE SPiCE TOKENS; (D) TO SPiCE VC OR ANY SUBSIDIARY THEREOF; OR (E)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE AND LOCAL
SECURITIES LAWS, 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.
AS USED HEREIN THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON”
HAVE THE MEANING GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES
ACT.
(7) It (a) is able to act on its own behalf in the transactions contemplated by this Information Memorandum, (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, 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.
(8) It acknowledges that (a) none of SPiCE VC or any person acting on its behalf has made any statement,
representation, or warranty, express or implied, to it with respect to the issuers or the offer or sale of any SPiCE
Tokens, other than the information included in this Information Memorandum, and (b) any information it desires
concerning SPiCE VC, 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.
(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, (b) plan, individual retirement account or other
arrangement that is subject to Section 4975 of the U.S. Internal Revenue Code (the Code) or provisions under any
other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the
Code (collectively, Similar Laws), or (c) entity whose underlying assets are considered to include “plan assets” of
any such plan, 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.
(10) If it is located or resident within a member state of the European Economic Area, that it is a “qualified investor”
within the meaning of the Prospectus Directive.
(11) If it is located or resident within the United Kingdom, 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); or
(ii) a person falling within Article (2)(a) to (d) of the Order; or (iii) any other person to whom the Offering may
otherwise lawfully be communicated under the Order.
(12) It acknowledges that SPiCE VC will not be required to accept for registration of transfer any SPiCE Tokens
acquired by it, except upon presentation of evidence satisfactory to SPiCE VC that the restrictions set forth herein
have been complied with.
(13) It acknowledges that SPiCE VC and others will rely upon the truth and accuracy of the foregoing
acknowledgments, representations and agreements and agrees that if any of the acknowledgments, representations
or agreements deemed to have been made by its purchase of the SPiCE Tokens are no longer accurate, it shall
promptly notify SPiCE VC. If it is acquiring the SPiCE Tokens as a fiduciary or agent for one or more investor
accounts, it represents that it has sole investment discretion with respect to each such account and it has full power
to make the foregoing acknowledgments, representations and agreements on behalf of each account.

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, and the Singapore-US intergovernmental agreement and other agreements or treaties entered
into by Singapore, 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, 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.
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, before any Subscriber will be issued with 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 FATCA obligations. 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.
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. If it is a natural person this may include (without limitation):
 their name;
 their address;
 their jurisdiction(s) of tax residence;
 their Taxpayer Identification Number (TIN) or equivalent number (if any);
 their date of birth;
 whether it is a US citizen; and
 the date on which the SPiCE Tokenholder acquired or disposed of any SPiCE Token.
For Subscribers or SPiCE Tokenholders which are not natural persons, the Subscriber or SPiCE Tokenholder would in
addition to providing information and certifications about itself, also be required in certain cases, (for example, where it is
regarded as a passive non-financial entity for FATCA or CRS purposes), to provide the above information and certifications
in respect of some or all of their “controlling persons”, i.e. natural persons who exercise direct or indirect control over it
(including, in the case of a trust, the settlor(s), trustee(s), protector(s) (if any), beneficiary(ies) or class(es) of beneficiaries,
and any other natural person(s) exercising ultimate effective control over the trust, and in the case of a legal arrangement
other than a trust, persons in equivalent or similar positions). 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, a 25% interest) may be regarded as "controlling" for
the purposes of FATCA and/or CRS reporting.
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.
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, FATCA may result in a
SPiCE Token being determined as a Blocked SPiCE Token by SPiCE VC in its absolute discretion. If a SPiCE Tokenholder
fails to satisfy the requirements of the SPiCE Tokenholder Checks in SPiCE VC’s absolute discretion, within 30 days of the
SPiCE Tokens becoming Blocked SPiCE Tokens, SPiCE VC reserves the right, in its sole discretion to burn the SPiCE
Tokens.
Prospective investors or, following completion of the Offering, 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.

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ADDITIONAL INFORMATION

General information
SPiCE VC was incorporated under the laws of Singapore on 19 September 2017. As at the date of this Information
Memorandum, its registered office is at 50 Collyer Quay, #09-01 OUE Bayfront, Singapore, 049321, Singapore. Its directors
are Tal Elyashiv, Amihay Ben David, Carlos Domingo and Denise Fatima Galistan. It currently has an issued share capital
of USD 3 and its issued share capital is held by Tal Elyashiv, Amihay Ben David and Carlos Domingo, each of whom hold
one ordinary share of USD 1.
SPiCE Manager was incorporated under the laws of the Cayman Islands on 11 September 2017. The registered office of
SPiCE Manager is at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman
Islands. The directors of SPiCE Manager are Tal Elyashiv, Amihay Ben David and Carlos Domingo. SPiCE Manager has an
authorised share capital of USD 50,000 and its issued share capital is held by Tal Elyashiv, Amihay Ben David and Carlos
Domingo, each of whom holds one share in SPiCE Manager. SPiCE Manager, as a small AIFM, has notified the FCA of its
intention to market the SPiCE Tokens issued by SPiCE VC to UK professional investors pursuant to the AIFMD, as
implemented by the United Kingdom.
SPiCE GP will be incorporated under the laws of the Cayman Islands at a later date.
It is intended that SPiCE Investments LP will be formed after the date of this Information Memorandum. It is proposed that
the sole general partner will be SPiCE GP, who will manage SPiCE Investments LP. It is proposed that SPiCE VC will be a
limited partner.

Conflicts of interest and fiduciary responsibilities


Conflicts of interest may arise in future between SPiCE VC, SPiCE Investments LP, SPiCE GP, SPiCE Manager and the
Founders. Each SPiCE Tokenholder, 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.
SPiCE Manager, SPiCE GP and the key men involved in senior management positions in SPiCE Manager and SPiCE GP,
the Founders, 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. Therefore SPiCE Manager or SPiCE GP and certain of
its respective personnel or affiliates including the Founders, may in the future serve as investment manager for other
investment funds and investment accounts, including those with substantially the same investment objectives as SPiCE VC
or SPiCE Investments LP, and which may pursue its investment activities by contributing its assets to SPiCE VC, 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. The Founders, SPiCE Manager and SPiCE GP may also
have conflicts of interest in allocating time, services and functions to SPiCE VC and SPiCE Investments LP. Conflicts may
arise in the allocation of investment opportunities.
A conflicts of interest policy will be implemented by SPiCE VC, SPiCE Investments LP and the Founders, which SPiCE
VC, SPiCE Investments LP and the Founders intend to act in accordance with at all times, in order to avoid conflicts of
interest arising; however there can be no assurance that conflicts of interest may still arise.
None of SPiCE Manager, 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, and they may take advantage of any
opportunity, either for other accounts that SPiCE Manager, SPiCE GP, their respective personnel or affiliates manage or for
themselves. SPiCE Manager or SPiCE GP may, without prior notice to SPiCE VC or SPiCE Investments LP, act in
circumstances in which SPiCE Manager, 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.
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. SPiCE Manager, 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, commissions, 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 Tokenholders will not be entitled to any fiduciary duty protections from SPiCE VC.

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.

48
SPiCE VC Management Agreement
The following is a summary of the key terms of the SPiCE VC Management Agreement, to be entered into following the
date of this Information Memorandum.
SPiCE Manager and SPiCE VC will enter into a management agreement after the date of this Information Memorandum,
pursuant to which SPiCE Manager will provide certain management services to SPiCE VC.
Under the SPiCE VC Management Agreement, 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, 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 SPiCE Manager.
SPiCE Manager and the key men involved in senior management positions in SPiCE Manager, the Founders, 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.
In addition, SPiCE Manager will not have any liability for the acts or omissions of: (i) any delegate other than an affiliate;
(ii) any agent or other person appointed in accordance with the terms of the SPiCE VC Management Agreement; or (iii) any
other person appointed by any of them on behalf of SPiCE VC, provided that where such agent or other person was selected
and retained by SPiCE Manager, it was selected and retained applying reasonable care in all the circumstances.
Pursuant to the terms of the SPiCE VC Management Agreement, SPiCE VC will indemnify SPiCE Manager, its personnel
and affiliates, and each of their affiliates, from and against any claims and expenses, including any and all expenses
(including reasonable legal fees), liabilities, obligations, losses, damages, penalties, actions, suits, costs, 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, 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, gross negligence or wilful default of the SPiCE Manager, its personnel or affiliates.
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. The SPiCE VC Management Agreement will be able to be terminated by SPiCE
Manager with at least 6 months’ notice of termination in writing. Notwithstanding this, 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, or SPiCE Manager becoming unable to perform its duties due to any
change in law or regulation;
 SPiCE Manager or SPiCE VC being subject to an act of insolvency;
 the board of SPiCE VC resolving to cease trading in accordance with the constitution of SPiCE VC; 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.

Litigation
Neither SPiCE VC nor SPiCE Manager is currently subject to any legal proceedings nor, so far as SPiCE VC is aware, are
any such legal proceedings pending or threatened. From time to time, SPiCE VC and the SPiCE Manager, the SPiCE GP or
SPiCE Investments LP may be a party to legal proceedings in the ordinary course of business, 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.

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,
occurring after such date, which changes could be made on a retroactive basis. 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, selling or otherwise dealing with the SPiCE Tokens or on any tax implications
arising from the acquisition, sale or other dealings in respect of the SPiCE Tokens. 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, own or dispose of the SPiCE Tokens and do not purport to deal with the tax consequences applicable to all
categories of investors. Nor do the statements below address the tax position of SPiCE VC, the SPiCE Manager, SPiCE GP,
SPiCE Investments LP or any other person other than a holder or potential holder of the SPiCE Tokens. 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
in other jurisdictions). 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, ownership of or disposal of the SPiCE Tokens, including the
effect of any foreign, state or local tax laws to which they are subject. It is emphasised that neither SPiCE VC, SPiCE
Manager, SPiCE GP, SPiCE Investments LP, any of their respective affiliates, nor any other persons involved in the
Offering accepts responsibility for any tax effects or liabilities resulting from the subscription, purchase, holding or disposal
of the SPiCE Tokens.

Income Tax
Under current Singapore income tax laws, 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, unless
otherwise exempt under the Singapore Income Tax Act (Cap. 134 of Singapore).
There is generally no tax on capital gains in Singapore. 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. Holders that acquire and dispose of SPiCE Tokens in the ordinary course of a trade or business, or who acquire SPiCE
Tokens for the purpose of short-term resale at a profit, may, subject to the relevant income satisfying Singapore's tax
jurisdiction as being derived in Singapore (for example, because it arises from a trade or business carried on in Singapore) or
received or deemed received in Singapore, be taxed on the gains or profits derived from trading in or carrying on a business
in respect of SPiCE Tokens, subject to the possibility of relief under a double taxation treaty.
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. Factors such as intention, frequency of transactions, and holding periods are considered
when determining if such gains or profits are taxable.

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. 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, 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. GST.
Where SPiCE Tokens are issued to a person belonging in Singapore, SPiCE VC will therefore charge the subscriber of
SPiCE Tokens any applicable GST in addition to the price of the tokens issued.

Certain Cayman Islands tax considerations


The Government of the Cayman Islands will not, under existing legislation, impose any income, corporate or capital gains
tax, estate duty, inheritance tax, gift tax or withholding tax upon the SPiCE Manager or the SPiCE GP, or their respective
shareholders. 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.

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,
either under the provisions of the Ruling described under “The Tax Ruling” section below, or in the event that all or part of
the Ruling is not granted by the Israeli Tax Authority (ITA). In this section only, entitled “Additional Information – Certain
Israeli tax considerations”, SPiCE Investments LP and SPiCE VC shall be referred to as the Fund. This summary does not
contain a comprehensive discussion of all relevant tax matters and it is not intended to be, and should not be construed as,
legal or tax advice to any prospective SPiCE Tokenholders. The discussion set forth below is based upon Israeli laws,
regulations and announcements promulgated thereunder, and published rulings and court decisions, all as in effect on the
date hereof and without giving effect to changes, if any, adopted after the date hereof, which may have retroactive effect. It
should be noted that as this summary is based, to some extent, on new legislation which has not, at present, been subject to
in-depth judicial or administrative interpretation, if any, 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.
Each prospective SPiCE Tokenholder is urged to consult his, her or its own tax advisers with respect to Israeli tax
consequences and any potential state, local or foreign tax consequences arising from the purchase, ownership and disposition
of the SPiCE Tokens.

Internal Law Israeli Taxation


General
Israeli residents are subject to income tax on their worldwide income (i.e. on a personal basis), whereas non-residents are
subject to tax in Israel upon their Israeli sourced income. The following sections therefore outline the tax rates and
exemptions relating to business income as well as interest, dividends and capital gains. Tax liability under Israeli law is
subject to relief under the various tax treaties to which Israel is a signatory. In addition, Israeli taxes which are paid may be
allowed as a tax credit against the tax liability in the investor’s country of residence. The Ruling that may be issued by the
ITA, as discussed below, may also modify some of the tax implications of the investment.

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Partnership Taxation
Generally, a partnership is not subject to tax in Israel as an entity. Instead, 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, or losses, which
will be allocated among such partners. Additionally, 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, regardless of whether such income is actually
distributed to such partner.
Non Israeli Investors
Non-Israeli investors are generally subject to Israeli income tax on (i) income accrued, derived or realised in Israel or from
sources in Israel, and (ii) on capital gains attributable to dispositions of assets situated in Israel or rights connected to such
assets. The ITA might treat a foreign investor as if it were engaged in business in Israel through a permanent establishment
in Israel, and therefore, 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 that case, net income (including, but not limited to,
dividends, interest and royalties) that is attributable to the permanent establishment will be subject to Israeli income tax at
the rates applicable to Israeli residents.
Business/Ordinary Income.
In 2017, under current law, the highest marginal income tax rate imposed on individuals with respect to ordinary income in
Israel is 47 per cent., and the corporate tax rate is 24 per cent. The corporate tax rate is due to go down to 23 per cent. from
2018.
Net business losses may be carried forward (but not backwards) for an indefinite period. 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.
The classification of income from the disposition of investments held, directly or indirectly, by investment vehicles similar
to the Fund is not entirely clear under Israeli income tax law. 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, and hence being subject to full tax
rates.
Capital Gains
General
Under Israeli tax law, gains arising upon the disposition (sale, exchange, transfer etc.) 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, regardless of the seller’s residency. For example, a gain arising upon the sale of the
securities of an Israeli company or a non-Israeli company, substantially all of whose assets are located in Israel, is taxable in
Israel. In addition, an Israeli seller is subject to Israeli capital gains tax upon the disposition of any capital asset, regardless of
its direct or indirect location.
Capital losses may be offset in the current year against capital gains, except for capital losses from the sale of securities,
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, which are taxed at a rate of up to 25 per cent.. In the following years, capital losses
may be offset only against capital gains. Capital losses may be carried forward (but not backwards) for an indefinite period
of time.
Tax rates on capital gains.
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. (23 per cent. in 2018).
Individuals are subject to tax in respect of real capital gains from the sale of capital assets at 25 per cent. An individual
holding, directly or indirectly, at least 10 per cent. 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, is subject to a 30 per cent. tax.
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, are located in Israel, provided that the certain
conditions are met, including: (i) the securities or rights were purchased commencing 1 January 2009; (ii) the gain is not
attributable to a permanent establishment of the foreign resident; (iii) the securities were not purchased from a relative; (iv)
the securities and the rights are not traded on the stock exchange market in Israel on the date of the sale.
In addition, 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. 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.
All of the above mentioned exemptions require further conditions to be satisfied.

51
Notwithstanding the foregoing, a non-Israeli resident company will not be entitled to the foregoing exemptions if an Israeli
resident controls that company (i.e., holds, directly or indirectly, more than 25 per cent. of certain rights in the company), or
is entitled to at least 25 per cent. of the income or profits of that company (directly or indirectly).
Dividends.
The tax rate on dividend income received by an Israeli resident shareholder, other than an Israeli corporation, is 25 per cent.
In the case of a Significant Shareholder, determined at the time of distribution or at any time during the preceding 12 month
period, the tax rate is 30 per cent. Generally, dividends received by Israeli corporations from another Israeli corporation are
tax exempt.
The tax on dividends is 20 per cent. (regardless of the holding percentage) if the distribution is from profits attributable to an
“approved enterprise”, a “beneficial enterprise”, a “preferred enterprise”, “preferred technology enterprise” or a “special
preferred technology enterprise” (as defined under the Law for the Encouragement of Capital Investments, 1959) of the
distributing company. Dividends distributed out of profits attributable to a “preferred enterprise”, “preferred technology
enterprise” or a “special preferred technology enterprise” to an Israeli corporation are tax exempt.
The tax on dividends distributed from profits attributable to “preferred technology enterprise” or a “special preferred
technology enterprise”, and in certain cases an “approved enterprise”, to a non-Israeli resident company, under certain
conditions detailed in the Law for the Encouragement of Capital Investments, 1959, is at the rate of 4 per cent..
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. or 25 per cent. 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, or if the company is traded on a stock exchange.
Distribution from profits attributable to an “approved enterprise”, a “beneficial enterprise” or a “preferred enterprise” is
subject to withholding tax rate of 20 per cent.. These rates may be reduced by Israeli law, rulings or tax treaty.
Interest.
Companies are generally subject to tax on interest income at the corporate tax rate. Individuals are taxed on interest income
from financial instruments (for example, bonds, 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. and are generally exempt from tax on the indexation
income. Interest income from financial instruments not linked to the CPI or foreign currency is taxed at 15 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; or if the interest is a business income of the
investor. In such cases, the interest income will be taxed at the individual's marginal rates.
Interest paid by an Israeli resident to non-Israeli company is generally subject to withholding tax at the corporate tax rate.
Again, the rates specified herein may be reduced under a specific ruling or a tax treaty.
Excise Tax.
Individual investors that are subject to tax in Israel are subject to 3 per cent. excise tax on income exceeding 640,000 NIS (as
of 2017; this sum is linked to the CPI and updates every year), including, but not limited to, business income, dividends,
capital gain, interest and royalties.
Relief Available under Income Tax Treaties.
Israel is a party more than 50 treaties for the avoidance of double taxation. 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.
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, among other things, the gain is attributable
to a permanent establishment of the seller in Israel. As discussed 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.
In addition, most income tax treaties generally provide reduced tax rates on Israeli-sourced dividends and interest to non-
Israeli residents.
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 Ruling is
expected to determine that notwithstanding the fact that the Fund will maintain an office in Israel, 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, on gains or
income derived by the non-Israeli non-exempt investors on their investments in Israeli and Israeli related companies. Non-
Israeli investors will not be deemed to have a permanent establishment in Israel solely by virtue of their investment in the
Fund.
Should the ITA approves the transparency of SPiCE VC, the SPiCE Tokenholders shall be treated as investors/Limited
Partners in SPiCE Investments LP for Israeli tax purposes, and the SPiCE Tokens shall be considered as interests in the
Fund. While there is a lot of experience with the ITA issuing similar rulings to standard venture capital funds operating in

52
Israel, there are no precedents for rulings issued in the case of a combination of an ICO into a venture capital fund.
Currently, the ITA is still considering the Ruling, and its application to the case herein.
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.
SPiCE GP intends to ensure, to the extent feasible, that all such requirements are satisfied.
 The Fund will maintain an office in Israel to serve as its permanent place of business in Israel. All of the Fund’s
investments in Israeli and Israeli related companies will be carried out by that office.
 The Fund will invest at least USD 10 million in Israel through the office in Israel within 48 months from the first
closing date.
 The Fund will have at least 10 investors and no investor will hold more than 20 per cent. of the capital of the Fund.
Absent additional direct investors in the Fund, in order to be compliant with this amount of investors' requirement,
SPiCE VC must be considered as transparent for Israeli tax purposes, so that the SPiCE Tokenholders will be
considered as the Fund's investors.
 The total commitments of the Fund from foreign investors will not be less, on the average, over the whole period
of the ruling, than USD 5 million.
 The Fund will invest in “Qualifying Investments” an amount in excess of half (50 per cent.) of the Fund’s total
commitments, as long as at least 30 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. For this purpose, at
least 75 per cent. 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).
A “Qualifying Investment” is an Israeli or Israeli-related company that primarily engages in establishing or expanding
enterprises in Israel in the industrial, agricultural, tourist, transportation, water, energy, communications, computer,
biotechnology or medical sectors or in research and development in those sectors.
An “Israeli-related” company is a company not registered in Israel, but whose main assets and/or activity, direct or indirect,
is in Israel or whose main technology is acquired or developed in Israel.
A “Qualifying Investment in Venture Capital” – Qualifying Investments in high tech industry where at least 75 per cent. of
the Fund’s investment in each company shall be in exchange for the issuance of shares.
 The Fund will not invest an amount in excess of 20 per cent. of the Fund’s total commitments (net of management
fees) in any single company.
 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, or unless they
are held by the Fund after a realisation event but prior to a distribution.
 The Fund will maintain a system of accounts that will enable identification of the amounts invested in Israeli
resident companies, Israeli-related companies and foreign companies, and the details of the investments in which
intellectual property is owned by Israeli resident companies.
 The Fund will provide certain financial statements to Israeli tax authorities as required by the Ruling.
SPiCE GP believes that the investment requirements set forth above are consistent with the investment strategy of the Fund.
Additional requirements may be imposed by the ITA in order to adjust the typical venture capital ruling to the case herein.
Effects of Qualifying for Benefits of Ruling
If all of the conditions to the Ruling are met, 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, such investors will not be required to file income tax returns in Israel as a
result of their investments in the Fund.
With respect to other income derived from Qualifying Investments, non-Israeli corporate investors which are generally non-
exempt entities, will be subject to tax on dividend and interest at the corporate tax rate (currently 24 per cent.), whereas
individuals will be subject to 15 per cent. tax rate with respect to dividend and 25 per cent. 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.).
Furthermore, 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 GP may determine to proceed with any Closing without a Ruling, or to proceed with any Closing based on a ruling
that differs from the Ruling application to be submitted.

53
SPiCE GP believes that the investment requirements under the Ruling to be requested are consistent with the investment
strategy of the Fund. However, there is no assurance that the ITA will issue a Ruling granting the Fund the requested relief
as submitted. Each prospective investor is urged to consult its tax advisers with respect to the Israeli tax consequences
arising from the purchase, ownership and disposition of Interests in the Fund.
Tax Returns and Filing.
Taxpayers are required to report on a calendar year basis. The ITA requires the use of Israeli generally accepted accounting
principles in the computation of taxable income. 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. If such a ruling is issued, non-Israeli investors in the
Fund will not be subject to reporting to the ITA solely by virtue of their investment in the Fund.
Value Added Tax.
Under Israeli law, 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. In addition, profits from
interest or from the sale of securities may be subject to VAT. 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, or at least certain parts thereof, will not be subject to VAT
which would otherwise apply. However, there can be no assurance that such a ruling would in fact be issued. If such ruling is
not issued, parts of the Fund's income as well as all fees for services rendered by SPiCE GP will be subject to VAT.

Requests for Information


The SPiCE Manager and SPiCE GP, or any of its or their directors or agents domiciled in the Cayman Islands, may be
compelled to provide information subject to a request for information made by a regulatory or governmental authority or
agency under applicable law; for example, by the Cayman Islands Monetary Authority, either for itself or for a recognised
overseas regulatory authority, under the Monetary Authority Law (2016 Revision), or by the Tax Information Authority,
under the Tax Information Authority Law (2017 Revision) or Reporting of Savings Income Information (European Union)
Law (2014 Revision) and associated regulations, agreements, arrangements and memoranda of understanding. Disclosure of
confidential information under such laws shall not be regarded as a breach of any duty of confidentiality and, in certain
circumstances, SPiCE Manager, SPiCE GP and any of its or their directors or agents, may be prohibited from disclosing that
the request has been made.

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. None of SPiCE Manager, SPiCE GP, or their respective
directors, officers, 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. In
particular the relevant directors will only receive, 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, as the case may be).

This Information Memorandum is dated 30 November 2017.

54
DEFINITIONS
The following definitions apply throughout this Information Memorandum unless the context requires otherwise:

Accounts ....................................................... the Fiat Account and the Digital Wallet;

Additional SPiCE Tokens the SPiCE Tokens issued by SPiCE VC after the closing of the Offering;

Advisers Act ................................................. the U.S. Investment Advisers Act of 1940, as amended;

AIF ................................................................ alternative investment funds;

AIFM ............................................................ alternative investment fund managers;

AIFM Directive ............................................ the EU Alternative Investment Fund Managers Directive;

Bitcoin or BTC.............................................. the value token of the Bitcoin blockchain, which can be traded on
cryptocurrency exchanges or used to pay for transaction fees and services on
the Bitcoin network;

Blocked SPiCE Token ................................. a SPiCE Token that SPiCE VC has determined, on account of either failing to
meet the SPiCE Tokenholder Checks to the satisfaction of SPiCE VC or,
giving rise to other legal, regulatory or compliance issues, in its absolute
discretion, should be prohibited from participating in any Realisation
Buyback and from being transferred;

CBR............................................................... the Central Bank of Russia;

CFTC ............................................................ the U.S. Commodity Futures Trading Commission;

CoC ............................................................... cash on cash;

Code .............................................................. the U.S. Internal Revenue Code;

Conversion Rate ........................................... the prevailing exchange rates to be applied to non-USD amounts (i.e. EUR,
BTC and ETH) when determining the number of SPiCE Tokens to be issued ,
being those available to SPiCE VC at the time of the conversion at
cryptocompare.com through their application programming interface
platform;

CRS ............................................................... the Common Reporting Standard developed by the Organisation for
Economic Co-operation and Development;

CWUMPO .................................................... the Companies (Winding Up and Miscellaneous Provisions Ordinance (Cap.
32) of Hong Kong;

Digital Wallet ............................................... 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;

EEA ............................................................... the European Economic Area;

Ether or ETH ................................................ the value token of the Ethereum blockchain, which can be traded on
cryptocurrency exchanges or used to pay for transaction fees and services on
the Ethereum network;

European Union or EU ................................ the European Union comprising the 28 member states;

Exchange Act................................................ the U.S. Securities and Exchange Act of 1934, as amended;

FATCA ......................................................... the Foreign Account Tax Compliance Act;

55
Fiat Account ................................................. 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;

Final Realisation Buyback .......................... the Realisation Buyback in respect of the Realisation of the last asset held by
SPiCE VC or SPiCE Investments LP;

Founders ....................................................... Tal Elyashiv, Amihay Ben David and Carlos Domingo;

GST ............................................................... the Goods and Services Tax;

ICO ............................................................... an initial coin offering;

Information Memorandum ......................... this private information memorandum relating to the Offering;

Investment Company Act ............................ the U.S. Investment Company Act of 1940, as amended;

IRAS.............................................................. the Inland Revenue Authority of Singapore;

IRR ................................................................ the internal rate of return;

Inactive SPiCE Tokens ................................ any SPiCE Tokens which are held in the Reserve or by SPiCE VC;

Israeli Securities Law .................................. the Israeli Securities Law of 1968;

Issued SPiCE Tokens ................................... all SPiCE Tokens issued and outstanding at the date and time of the
Realisation Buyback, including any Blocked SPiCE Tokens but excluding any
Inactive SPiCE Tokens;

ITA ................................................................ the Israeli Tax Authority;

Liquid IRR ................................................... the liquid internal rate of return;

Liquidity Buyback ....................................... 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.m. (London time) over the three largest cryptocurrency
exchanges trading the SPiCE Token by volume) on any particular day drops
below 70 per cent. of the NAV per SPiCE Token based on SPiCE VC’s most
recent NAV Report;

Main Sale ...................................................... the offering of SPiCE Tokens to selected investors, which will commence
immediately following the closing of the Pre-Sale;

Main Sale Maximum Subscription the maximum Main Sale Subscription Amount in USD, EUR, ETH or BTC
Amount ......................................................... that a Main Sale Subscriber states on a Main Sale Subscription Form that it is
willing to commit to in the Main Sale;

Main Sale Subscriber................................... a prospective investor in the Main Sale;

Main Sale Subscription Amount ................. the Subscription Amount received in USD, EUR, ETH or BTC from a Main
Sale Subscriber during the Main Sale;

Main Sale Subscription Form ..................... the subscription form by which a Main Sale Subscriber may request to
subscribe to the Main Sale;

Management Fee .......................................... the fee totalling an amount equal to, on average over the seven years of the
fund, 2.5 per cent. 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 Monetary Association of Singapore;

56
Multiplier...................................................... 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, which shall be
determined as follows:
(a) 1.3, if the USD Subscription Amount is greater USD 5 million;
(b) 1.25, if the USD Subscription Amount is the greater than or equal to
USD 500,000 but less than or equal to USD 5 million; or
(c) 1.2, if the USD Subscription Amount is less than USD 500,000,
with the exception that if, following the payment of the Pre-Sale
Subscription Amount to SPiCE VC by the Pre-Sale Subscriber, the
value of the Pre-Sale Subscription Amount in USD falls due to
changes in the exchange rate, with the result that the Multiplier that
applies, as calculated on the day after the closing of the Offering, is
lower than the Original Multiplier, then the Original Multiplier shall
be the Multiplier when determining the allocation of the number of
rights to SPiCE Tokens to be issued.

NAV .............................................................. net asset value, as described in the section of this Information Memorandum
entitled “About SPiCE VC — Fund Net Asset Value (NAV)”;

NAV per SPiCE Token ................................ is the NAV divided by the number of Issued SPiCE Tokens, other than in the
context of a Realisation Buyback, where it is the Updated NAV divided by
the number of Issued SPiCE Tokens;

NAV Report .................................................. the report setting out the NAV for SPiCE VC’s portfolio, which is prepared
and published by SPiCE VC on the SPiCE VC website quarterly on 31
March, 30 June, 30 September and 31 December of each calendar year;

Net Realisation Proceeds ............................. the proceeds from a Realisation less any applicable fees and expenses;

Non-U.S. Persons ......................................... any person not meeting the definition of a “U.S. person” set forth in Rule 902
of Regulation S under the Securities Act;

Offering ........................................................ the offering of the SPiCE Tokens by SPiCE VC in the Pre-Sale and the Main
Sale;

Offering Price ............................................... USD 1 (inclusive, in the case of Singapore, of any GST) per SPiCE Token;

Order ............................................................ the UK Financial Services and Markets Act 2000 (Financial Promotion) Order
2005;

PBGC ............................................................ the U.S. Pension Benefit Guaranty Corporation;

Preliminary Total ......................................... the total number of SPiCE Tokens issued following the Offering, subject to a
cap of 130,000,000 SPiCE Tokens;

Pre-Sale ......................................................... 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.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;

Pre-Sale Lock-Up ......................................... 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”;

Pre-Sale Subscriber ..................................... a prospective investor in the Pre-Sale;

Pre-Sale Maximum Subscription the maximum Pre-Sale Subscription Amount in USD, EUR, ETH or BTC that
Amount ......................................................... a Pre-Sale Subscriber states on a Pre-Sale Subscription Form that it is willing
to commit to in the Pre-Sale;

Pre-Sale Subscription Amount ................... the Subscription Amount received in USD, EUR, ETH or BTC from a Pre-

57
Sale Subscriber pursuant to the Pre-Sale;

Pre-Sale Subscription Form ........................ the subscription form by which a Pre-Sale Subscriber may request to
subscribe to the Pre-Sale;

Prospectus Directive .................................... EU Directive 2003/71/EC, and amendments thereto, including EU Directive
2010/73/EC;

Realisation .................................................... 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;

Realisation Amount ..................................... the total amount in USD to be distributed among all the SPiCE Tokenholders
in a Realisation Buyback following a Realisation;

Realisation Buyback .................................... the mandatory buyback of a portion of the issued SPiCE Tokens from all
SPiCE Tokenholders following a Realisation;

Realisation Buyback Notice ........................ the notice to be published by SPiCE VC on the SPiCE Token Platform to
inform SPiCE Tokenholders of the Realisation Buyback;

Redemption Date ......................................... the date on which the Regulatory Redemption occurs;

Redemption Price......................................... 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”;

Regulatory Redemption .............................. 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;

Relevant Member State ............................... any member state of the EEA which has implemented the Prospectus
Directive;

Repurchase Price ......................................... the price per SPiCE Token on a Realisation Buyback;

Reserve.......................................................... the reserve to which SPiCE VC allocates five per cent. of the total proceeds
received, calculated in USD, from the Offering for at least the first three years
following the closing of the Offering;

Ruling............................................................ a tax ruling from the ITA;

SEC ............................................................... the U.S. Securities and Exchange Commission;

Securities Act................................................ the U.S. Securities Act of 1933, as amended;

SFA ............................................................... the Singapore Securities and Futures Act;

SFO ............................................................... the Securities and Futures Ordinance (Cap. 571) of Hong Kong;

SIBL .............................................................. the Securities Investment Business Law (2015 Revision) of the Cayman
Islands;

Smart Contract ............................................ the ERC20 smart contract standard consisting of software code, existing on
the Ethereum blockchain;

SPiCE GP ..................................................... a limited liability company to be incorporated in the Cayman Islands after the
date of this Information Memorandum;

SPiCE Investments LP ................................ 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, which will be used to invest in Israel-based

58
companies and may also be used to invest in non-Israel based companies;

SPiCE VC Management Agreement .......... the English law governed management agreement to be entered into between
SPiCE VC and SPiCE Manager, as more fully described in the section of this
Information Memorandum entitled “Additional Information — Material
Agreements — Management Agreement”;

SPiCE Manager ........................................... Spice Funds Management Limited, a limited liability company formed in the
Cayman Islands;

SPiCE Tokenholder ..................................... a holder of SPiCE Tokens;

SPiCE Tokenholder Checks ........................ the legal, regulatory and compliance requirements and checks including, but
not limited to: (i) anti-money laundering and sanctions compliance checks;
(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, 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; (iii) confirmations regarding that Pre-Sale
Subscriber’s tax status in Israel; and (iv) where applicable, confirmations
regarding the ownership of the digital wallet, 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, Realisation Buyback, Liquidity Buyback or any
other process involving the distribution of cash or SPiCE Tokens to a SPiCE
Tokenholder can occur;

SPiCE Tokens .............................................. a new series of Ethereum-based smart contract digital tokens issued by SPiCE
VC;

SPiCE Token Platform ................................ the platform developed by SPiCE VC for the SPiCE Tokens and available at
https://www.spicevc.com;

SPiCE Token Transferee ............................. the recipient of a SPiCE Token upon a transfer by a SPiCE Tokenholder in
the secondary market;

SPiCE VC ..................................................... SPiCE Venture Capital Pte. Ltd., a private limited company incorporated in
Singapore;

Subscriber..................................................... a Pre-Sale Subscriber or a Main Sale Subscriber, as applicable;

Subscription Amount ................................... the Pre-Sale Subscription Amount or the Main Sale Subscription Amount, as
applicable;

Term.............................................................. the fixed period of seven years from the date of the closing of the Offering to
the termination of SPiCE VC, which can be extended by a further two years,
if agreed by SPiCE VC, SPiCE Manager, SPiCE GP and SPiCE Investments
LP (if formed), if it is in the best interests of the SPiCE Tokenholders;

Term Liquidation......................................... a liquidation at the end of the Term;

Total Issued SPiCE Tokens ......................... the aggregate of the Preliminary Total plus the SPiCE Tokens issued to the
Founders and SPiCE VC’s partners, advisers and service providers in
accordance with the paragraph entitled “The Offering – Closing of the
Offering”;

Total Tranched SPiCE Tokens ................... 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”;

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Tranche Option ............................................ the option available to any Subscriber whose Subscription Amount exceeds
USD 6 million (or an equivalent amount in EUR, ETH or BTC) to elect to pay
their Subscription Amount in tranches, subject to the terms and conditions set
out in the paragraph entitled “The Offering – The Tranche Option”;

Tranche SPiCE Tokenholder ...................... a Subscriber who opts for the Tranche Option;

United Kingdom or UK................................ the United Kingdom of Great Britain and Northern Ireland;

United States or U.S. ................................... the United States of America, its territories and possessions, any State of the
United States of America and the District of Columbia;

Updated NAV ............................................... the last published NAV before a Realisation, which has since been adjusted
for that Realisation;

USD Subscription Amount .......................... the Subscription Amount converted into a USD amount, in accordance with
the below:
(a) if the Subscription Amount has been received by SPiCE VC in U.S.
dollars, the Subscription Amount (inclusive, in the case of
Singapore, of any GST); or
(b) if the Subscription Amount has been received by SPiCE VC in
Euros, Bitcoin or Ether, a U.S. dollar equivalent of that Subscription
Amount (inclusive, in the case of Singapore, of any GST) calculated
using the Conversion Rate; and

U.S. Person ................................................... has the meaning of “U.S. person” in Rule 902 of Regulation S under the
Securities Act.

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