Spike Ventures Overview
Discover Spike Ventures, a fund supporting Stanford alumni and community through innovative and founder-friendly investing.
A Fund for Stanford Alumni and Friends of the Community Spike Ventures VISIT US: AV.VC MOST INNOVATIVE COMPANIES (2022) FOUNDER-FRIENDLY INVESTORS LIST (2024) TOP 20 VENTURE INVESTOR (2024) U.S. TOP 3 MOST ACTIVE VC (2018–2024)
This presentation is for information purposes only and is not intended as an offer to sell securities or the solicitation of an offer to buy securities. Such offers are made solely pursuant to formal offering and subscription documentation in an investment fund (“Fund”). An investor in the Fund will not be acquiring securities issued by any company described in this presentation, but rather an interest in the Fund which would invest in such companies. The Fund’s manager, Alumni Ventures, LLC (“AV”), will manage the Fund and make all investment decisions available to an investor in securities issued by a company, including terms of purchase, shareholder consents, and exit. This presentation is not personalized advice to any person, and it does not constitute a recommendation with respect to any investment. You are strongly encouraged to seek professional advice to evaluate specific securities. This presentation contains forward-looking statements including, but not limited to, statements regarding a company’s future financial performance, its plans and expectations for fundraising, customer and earnings growth and the future growth of the relevant market. All statements contained in this presentation other than statements of historical fact are forward-looking statements. Forward-looking statements are not guarantees of future performance and are subject to material risks and uncertainties. Actual events or results may differ materially from those discussed in the forward-looking statements. These forward-looking statements reflect our view only as of the date of this presentation. Except as required by law, AV undertakes no obligation to update any forward-looking statements. While the information herein is collected and compiled with care, neither AV nor any of its affiliated companies represents, warrants or guarantees the accuracy or the completeness of the information. To the maximum extent permitted by law, this presentation is provided to you conditioned on your agreement that you will not rely on it for any investment, business, or financial purpose and that AV and its affiliates shall not be liable you for any reason arising from any such reliance, or otherwise by virtue of the contents of this presentation, including any errors or inaccuracies herein. Any contrary use of this presentation shall be at your sole and exclusive risk. The manager of the AV Funds is Alumni Ventures, LLC (AV), a venture capital firm. AV and the funds are not affiliated with or endorsed by any school. The funds are very long-term investments that involve a substantial risk of loss, including the loss of all capital invested. Achievement of any investment objective, including any result or outcome referenced in this presentation, cannot be guaranteed. Relevant risks are discussed in the Private Placement Memorandum and formal offering documents, which should be carefully reviewed prior to investing. Diversification cannot ensure a profit or protect against loss in a declining market. It is a strategy used to help mitigate risk. Any investment performance or outcomes discussed with you is provided for illustrative purposes only. Except where expressly noted, no representation is intended that any investment outcome shown or discussed is, or would be, representative of results obtained by any fund or investor associated with AV. Any investment you may make in any fund affiliated with AV will likely make different investments from any examples shown in this presentation, and the outcomes from those investments may differ materially from any example outcomes shown or discussed. Past performance does not guarantee future results. Contact [email protected] for additional information. To see additional risk factors and investment considerations, visit av-funds.com/disclosures
What Our Funds Offer Investors Spike Ventures and the Alumni Ventures Engine More on Spike Ventures Key Terms & Opportunities More About Venture Capital Overview 3
Our Funds Offer Something for Many Types of Investors Tech Enthusiast Believes that technology is key to driving humanity forward Asset Allocator Believes diversification and compounding are the way to build wealth AV serves a range of accredited individuals with different motivations and needs — as exemplified by these personas. The personas are designed to represent potential attributes of venture capital investors. 4 Wants to learn about and make initial investments in venture Venture Curious Seeking to pay it forward to future generations Legacy Builder Interested in big-return opportunities Trophy Hunter
5 Spike Is Part of Alumni Ventures Ranked a Top-20 Venture Firm in North America Featured alongside Andreessen Horowitz, Bessemer, Khosla, NEA, Seqouia, and other top VCs. Alumni Ventures is the only firm on this list that invests primarily on behalf of individual accredited investors. CB Insights, 2024 Alumni Ventures was founded in 2014 to offer individuals access to venture capital through smart, diverse venture portfolios America’s largest venture firm for individual investors.¹ AV has introduced thousands of new investors to VC for the first time, offering well-diversified portfolios with minimums as low as $10K Raised $1.4B from 11,000+ individuals; invested in 1,600+ companies ~40 full-time venture investors, supported by ~80 other full-time employees Alumni Ventures is America’s largest VC firm for individual investors based on the combination of total capital raised, number of investments, and number of investors of leading VC firms as reported by Pitchbook and other publicly available information reviewed by AV. 1.
Read the Report AV: Our Trophy Case Leading venture firm for individuals in the world Largest, most engaged community in entrepreneurship Unmatched team of exceptional size and talent Top content brand for venture-curious people Robust sourcing engine, winning access to deals led by top VCs Accomplishments to Date AV’S APEX 50 50 standout companies in the AV portfolio, chosen for their innovation, performance, and potential 6 NOTE: Alumni Ventures (AV) has democratized access to professional-grade venture capital, a key asset class missing from the portfolios of many individual accredited investors. AV has received several awards from national outlets and organizations, recognizing our distinct model and the quality and breadth of our investment activity. See Alumni Ventures’ Awards & Rankings. Disruptor of the Year Finalist (2024) Employer of the Year (2022) FinTech of the Year Finalist (2023)
Investing engine powered by Alumni Ventures and executed by our investment teams Source the best possible investments, especially from the Stanford alumni community Collaborate with other AV teams on investments Conduct due diligence on investment opportunities Build strong relationships with Stanford founders / VCs Monitor the portfolio Update investors on portfolio news and performance Spike Ventures’ Role Alumni Ventures’ Role 7 Sourcing Centralized database and structured collaboration across teams Fast, transparent investing process; post-investment support from CEO Services Servicing Selecting Wisdom of small crowds via process- based and data-informed decision-making Network-Powered Deal Access
Biography LinkedIn LinkedIn SENIOR PRINCIPAL Naren Ramaswamy, MS ’17, MBA ’21 The Spike Ventures Team Multiple Stanford Degrees | 150+ Investments | 32K+ Community Network Tech engineering background as PM at Apple and Tesla BS, MS, and MBA from Stanford With AV since 2022 Emily Hamilton SR. INVESTOR RELATIONS MANAGER Alex Wisneski INVESTOR RELATIONS MANAGER LinkedIn PARTNER Alim Giga, MS ’10 Previously at American Express Ventures and GE Ventures Focused on B2B, FinTech, AI/ML Google, PayPal, and Instart Logic alum With AV since 2020 Biography Biography MANAGING PARTNER Todd McIntyre, MBA ’94 20+ years experience as VC, entrepreneur, & executive in sectors ranging from telecoms to healthcare Formerly founding MP of Grey Sky Venture Partners With AV since 2021 8
Deals Sourced by Spike, Plus the Whole AV Team Rigorous scoring process Top scorers funded Deal flow stems from our investment teams, 850K member community, and extensive high-quality VC network Exclusively co-investor; highly selective from massive deal flow Disciplined, rigorous, with selection scoring process using the wisdom of small crowds Diversified portfolios The Spike Team is among our ~40 full-time investment professionals with broad networks, investing expertise, and connections to alumni of top schools ~20-25 new investments/mo. Our Investment Deal Flow Detailed diligence on ~50 See 500+ deals per month The Alumni Ventures investment professionals team as of March 3, 2025 Community size is the sum of investors, social media followers, and people opted-into AV marketing 1. 1 9
Bessemer 22 Investments with AV NOTE: Co-investors are shown for illustrative purposes only and do not represent all co-investors with whom AV has invested. There can be no guarantee of who may be co-investors in the future. The identity of any co-investor is not a guarantee of investment quality or performance. Venture capital investing involves substantial risk, including the risk of loss of all capital invested. Past performance does not guarantee future results. Co-Investing Alongside Experienced Venture Firms and Sector Experts Below is a sample of some frequent AV co-investors. Deals led by these firms simply aren’t available at scale to individuals. Andreessen Horowitz 46 Investments with AV Kleiner Perkins 21 Investments with AV Khosla 47 Investments with AV Sequoia 24 Investments with AV Y Combinator 46 Investments with AV NEA 27 Investments with AV Union Square Ventures 15 Investments with AV Founders Fund 26 Investments with AV 10
Alumni Ventures is recognized as performing in the top quartile of all venture firms. Funds typically have a 10-year lifecycle and venture capital investment performance tends to significantly improve in years 6-10. Investors may consider consistent annual allocations to maximize opportunities for growth and diversification over time. 4 The funds are long-term investments that involve a substantial risk of loss, including the loss of all capital invested. Past performance is not indicative of future results. 1. MOIC (Multiple on Invested Capital) is equivalent to the multiple of return gross of fees and equals (Current Valuation + Amounts Returned) / Total Investable Capital. Reported performance would be lower if the impact of fees were reflected. 2. TVPI (Total Value to Paid-In Capital) is equivalent to the multiple of return after the impact of management fees, taking into account any incentive allocations paid, but does not take into account incentive allocations unpaid and accrued in connection with Current Valuation. TVPI equals (Current Valuation + Amounts Returned) / Total Paid-In Capital. Reported performance would be lower if the impact of potential incentive allocations were reflected. 3. Performance data is from Cambridge Associates Venture Benchmarks and is as of 09/30/24. Industry Top Quartile as determined by Cambridge Associates. Distributions to Paid-In Capital (DPI) for AV Funds and Industry Top Quartile is net of management fees and net of incentive allocations applied to amounts distributed to investors. For additional information on Cambridge Associates and the data and calculations see av-funds.com/disclosures. 4. Performance data as of 09/30/24 11 2 3 1 Alumni Ventures Investing Performance
More on Spike Ventures Fund 12
Spike Ventures seeks to create wealth for Stanford alumni and supporters by building diversified portfolios of ~20-30 venture capital-backed companies. Spike has 32K+ alumni and community member subscribers. The Spike full-time team members are alumni and experienced venture investors, and our Investment Committee includes alums with decades of combined investing experience. We support the Stanford community with our Fellows Program and potential job opportunities. We also aid our portfolio companies — often run by Stanford alumni — by helping with connections, capital, and customers Christina Zacamy Spike Ventures Investor For the Stanford Community “I discovered Spike Ventures through my Stanford network, evaluated it closely, and decided to invest. My interactions with the entire team have been exemplary. I feel good being a part of an effort dedicated to investing in cutting-edge, Stanford alum-led companies that seek to be world changers.” 13 NOTE: Alumni Ventures, LLC and its funds are not affiliated with, or endorsed by, any school. Testimonials and Endorsements were provided without compensation but each provider has a relationship with AV from which they benefit. Management of portfolio companies have received, and may in the future receive, investments from AV funds, which constitutes a conflict of interest. All views expressed are the speaker's own. The providers of the testimonials/endorsements were not selected on objective or random criteria, but rather were selected based on AV's understanding of its relationship with the providers of the testimonials / endorsements. The testimonials and endorsements do not represent the experience of all AV fund investors or all companies in which AV funds invest.
NOTE: For illustration purposes only. These investments are not intended to suggest any level of investment returns; not necessarily indicative of investments invested by any one fund or investor. No representation is intended that any result discussed is representative of the outcomes experienced by any AV Fund or investor. These investments are not available to future fund investors except potentially in certain follow-on investment options. The sample co-investors listed are some that AV has historically co-invested with and is not a predictor of future co-investors for any given portfolio company. The identity of a co-investor is not necessarily indicative of investment outcomes. There is no guarantee of who will be the co-investors. Many returns in investments result in the loss of capital invested. Spotlight: Sample Spike Investments Reflecting sector diversity and strong co-investors YASSIR A super app that offers a variety of on-demand services, such as ride hailing, banking, and food and grocery delivery KYTE Offers fully flexible rental cars on demand delivered to a user's door without the hassle of queues or paperwork and with no refueling on return JEEVES Global business bank with payments, lending, and treasury functions that work across countries and currencies XANADU Creator of the world's most powerful quantum computer, solving problems that would take the fastest super- computer millions of years COHERE Cohere is making natural language AI accessible to all developers and businesses, even those without massive compute resources or machine learning knowledge. SECTOR AI/ML & Big Data CO-INVESTORS Inovia Capital, Index Ventures, Salesforce, NVIDIA SECTOR Consumer CO-INVESTORS BOND Capital ALUMNI CONNECTION Noureddine Tayebi, CEO and Founder SECTOR Mobility CO-INVESTORS InterAlpen Partners, Valor Equity Partners, DN Capital, Anthemis Group, Citi Ventures ALUMNI CONNECTION Nikolaus Volk, Co-Founder SECTOR FinTech CO-INVESTORS Tencent Holdings, CRV, Andreessen Horowitz ALUMNI CONNECTION Dileep Thazhmon MBA’12, Founder & CEO SECTOR AI & Machine Learning CO-INVESTORS Bessemer Venture Partners, Tiger Global, In-Q-Tel, Georgian Partners 14
We’d like to be your venture partner. 15
SCHEDULE A CALL VIEW FUND MATERIALS Dan Burns SENIOR PARTNER Stephanie King SENIOR VICE PRESIDENT Hilary Ncala SENIOR VICE PRESIDENT Stacey Tsai Ready for the Next Step? Already an investor? Your account managers are here to help. “First Call” for anything you need as an investor They ensure you know what’s in your portfolio and how it’s performing Can assist with any administrative questions or needs 16 Darrin Wizst Talk to our Senior Partners for a guided walkthrough of our fund offerings and how to get started. Visit our website to read more about the fund. Self-Service Full Service SENIOR PARTNER SENIOR PARTNER Alumni Ventures and its personnel provide advice only to affiliated venture capital funds. Any discussion with AV personnel is not personalized advice to any participant.
Key Terms & Other Opportunities 17
NOTE: Different funds have different profit-sharing structures; see AV's full Fees & Profit Sharing disclosure here. Alumni Ventures Key Terms Investment Amount: $10K - $3M How to Invest: With cash, trusts, retirement funds, or vehicles created for non-U.S. citizens. Management Fee: AV charges an amount equivalent to 2% annual management fee for a fund’s 10-year anticipated term. Loyalty rewards for commitments at qualifying threshold; see here for more information. Profit Share: Investors are typically paid proceeds from investments within 45 days following the quarter in which a portfolio company exits or provides a distribution. After all capital contributions are returned to investors, including the entire management fee, Alumni Ventures shares profits 80/20 (80% to investors and 20% to Alumni Ventures). One Capital Call: AV will take its management fees when you fund your commitment and charges the fund no other expenses for items such as travel, fund formation, accounting or other admin-related costs, so you will not be subject to any additional capital calls throughout the life of the fund. Term: Liquidity is provided over 10 years as investments exit. There are no more management fees if a company remains in a fund beyond 10 years. Retirement Account Investing? Yes, available. 18
Alumni Ventures does not provide legal or tax advice, and does not guarantee the availability of any tax benefit. Certain requirements must be satisfied for an investment to qualify for QSBS tax benefits, which are not comprehensively described here. You are encouraged to consult with your tax professional regarding eligibility for QSBS benefits. QSBS: A Potential Significant Tax Advantage Some investments with AV may potentially be 100% tax-exempt from federal and some state capital gains (up to $10M) through QSBS. Investments that may be eligible for QSBS will be noted on K-1. Investing earlier = more potential companies qualify: You only get the benefit if your personal investment in the fund is fully signed and funded prior to the fund investing in a given company. Expectation setting: We can’t predict the volume and size of future exit and liquidity events. We expect there wlll be many qualifying events throughout our portfolios with a positive impact for investors.
Closes Fee Reduction Effective Fee Rate First Close 10% 18% Second Close 5% 19% Final Close 0% 20% Fee reductions for those who cumulatively have $500K+ committed capital with AV and our funds. Our most loyal and long-term investors earn fee reductions on all investments after attaining eligible investment totals. Tier Lifetime Committed Capital Fee Reduction Effective Fee Rate Tier 1 $0 - $500K 0% 20% Tier 2 > $500K - $750K 1% 19.8% Tier 3 > $750K - $1M 2% 19.6% Tier 4 > $1M - $3M 3% 19.4% Tier 5 > $3M - $5M 4% 19.2% Tier 6 > $5M - $10M 5% 19.0% Tier 7 > $10M 7.5% 18.5% Fee reductions for those who invest earlier in the fundraise process. Investors joining the fund during the First or Second Close will be rewarded with a reduction of Management Fees as shown below.² We have built AV around serving the needs of our 10,000+ individual investors. Fee reductions are automatically reallocated towards additional investable capital for the relevant investments, and eligible investors can earn both types of rewards simultaneously on eligible investments. Timing Rewards 1. Each tier reward requires an investment above the threshold listed, e.g. $500,001 for Tier 2. AV may offer different fee reductions for funds offered through or in conjunction with financial partners with respect to certain bespoke funds for certain institutional investors or other specialized or new investment funds or offerings. All tier rewards remain subject to change at the discretion of AV without notice to investors. For more information, see here. 2. Eligible fund types include Alumni Funds, Focused Funds, Total Access Funds, and Community Funds. Ineligible fund types include Syndication Funds and Opportunity Funds. Timing rewards begin for eligible funds that have initial closes in December 2023 and onward. All Fee Reductions remain subject to change at the discretion of AV without notice to investors. For more information, see here. Committed Capital Rewards¹ Loyalty Rewards & Fee Reductions 20
NOTE: Syndications are private investment opportunities in single-asset or multi-asset funds, which give you a chance to gain exposure to specific private companies in which AV Funds will also be investing. Opportunity availability is governed by AV management based on member preference, calendar, availability, allocation, and other factors. Unlike other AV funds, Syndications are not diversified investments and do not offer the potential for risk mitigation sought by some diversified investment strategies. Ascend Elements has created an IP- protected recycling process focused on lithium-ion batteries for electric vehicles, a market projected to grow rapidly (>30% CAGR) over the next decade. Wasabi provides simple, predictable, and affordable hot cloud storage for businesses all over the world. Ursa Major is a space company focused solely on building turnkey rocket engines that can be used for a variety of applications and space markets. Participate in Syndications As You Like Invest in a single company or a small group of companies to personalize your portfolio and lean into investments that resonate. These are single-company investments alongside our funds only after diligence has been completed and investment approved. All investments sourced, sponsored, and invested in by our funds. You decide how frequently you want to see these opportunities and whether or not to invest. We share our diligence materials via a secure data room. 21
More About Venture Capital 22
According to a 2021 Cambridge Associates whitepaper: Some $3 billion+ endowments had an average allocation to private equity/venture capital of 28.2%. Institutions with higher private investment allocations experienced higher returns historically. And those returns tended to be less volatile. Relative benefits are even more dramatic for VC alone. Maureen Austin, David Thurston, William Prout, “Building Winning Portfolios Through Private Investments,” Cambridge Associates, August 2021. Data from 12/31/2020. 1. Greg Gethard, “Why College Endowments are Betting big on VC and PE,” Venture Capital Journal, February 24, 2023. 2. Suzanne Brenner and Justin Reed, “Market and Portfolio Update Q3 2022,” Brown Brothers Harriman, July 26, 2022. 3. Laxman Pai, “U.S. Institutional Investors Increase Allocation to Alternative Investments,” Opalesque, December 9, 2022. 4. Francois Botha, “6 Family Office Trends In Direct And Venture Capital Investment,” Forbes, August 20, 2020. 5. 1 Endowments of all sizes have been increasing their commitments to private funds over the last five years.” — CAMBRIDGE ASSOCIATES, 2022 3 U.S. institutional investors are looking to allocate more of their portfolios to alternative investments as a way to combat inflationary pressure.” — BOSTON-BASED CERULLI ASSOCIATES, 2022 4 In a recent study, UHNW families are allocating 10% of their total portfolios to venture capital.” — CAMPDEN WEALTH RESEARCH STUDY 5 College endowments of $1B+ on average allocated over 14% of their portfolios to venture capital in 2022.” — VENTURE CAPITAL JOURNAL, 2023 2 “ “ “ “ Sophisticated Investors Are Increasing Allocation to VC 23
Venture Capital Has Consistently Been a Top Asset Category Returns shown are for the U.S. venture capital asset class, not Alumni Ventures. Venture capital investing involves substantial risk, including risk of loss of all capital invested. Past performance does not guarantee future results. SOURCE: Edward Stanley & Matias Ovrum, 10 Themes for 2025, Morgan Stanley, January 9, 2025. Data as of January 6, 2025. Annual Asset Class Performance Rankings, 2012–2024 Among 11 compared asset classes, U.S. venture capital has been a top-four-performing asset class for 16 of the last 25 years, and the top-performing asset class for 10 of the last 12 years. 24
Investment Period Fundraise Hypothetical Performance Graph Investors sign and fund their investments. Lemons fail early, often causing short-term negative returns. Pearls mature over time, oftentimes more than compensating for the lemons. Companies are sourced and evaluated for addition to the portfolio. Monitoring performance, deploying reserve capital, and supporting especially promising companies with value-added services. Liquidity events within the portfolio typically start to occur during this phase. Value Creation and Monitoring Liquidity & Monetization Harvesting the Portfolio Last phase of fund lifecycle. Companies either IPO, get sold, or end up in liquidation. In limited cases, the fund's investments in some companies could be sold or transferred in a secondary transaction with another investor. 1. Note: Time frames are approximate and may vary in specific circumstances. In limited cases, some investments in portfolio companies may not be disposed after 10 years where the company has not experienced an exit event and remains in business. In those circumstances, the life of the fund may be extended in parallel with the life of those investments. The Manager has discretion to extend the life of the Fund by two years, up to two times. The life of the Fund may be further extended where reasonably necessary to preserve its holdings. Venture capital investing involves substantial risk, including risk of loss of all capital invested. Achievement of investment objectives, including any pattern of investment returns, cannot be guaranteed. 2. Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Investors typically start to see liquidity from their investment within a few years following the investment period. Diversifying by stage means that more mature portfolio companies tend to have a quicker time frame to exit, while earlier stage companies may require the full 10 years of the fund to provide liquidity. Failures typically happen in the first half of the fund’s life, which can lead to a “J-Curve” effect on performance. Often referred to as the "J-Curve" 1 2 The Lifecycle of a Venture Fund 25
U.S. VC Dealmaking Indicator by Quarter Most Investor-Friendly Environment of Last Decade The current venture market is more favorable to investors than any time over the last decade. This data, published by PitchBook, looks at deal terms and valuations over time. Historically, investing during times like this has yielded attractive returns. SOURCE: “PitchBook VC Dealmaking Indicator,” PitchBook, May 7, 2024. Data as of April 30, 2024. The PitchBook VC Dealmaking Indicator leverages deal-level data to quantify how startup-friendly, or investor-friendly the capital raising environment is. The Indicator incorporates PitchBook’s deal term, deal attribute, fundraising, and deal flow data to compose an indicator which compares early-stage, late-stage, and the new venture growth stage deal dynamics. (For in-depth analysis, click here.) Higher Indicator values reflect a more investor-friendly dealmaking environment, and lower values a more startup-friendly one. An Attractive Climate for Venture Investing 26
Investments in Reliance on Rule 506(c) of Regulation D; Ability to Participate in Investments Dependent upon Status as an Accredited Investor. The fund may acquire one or more securities in transactions involving a general solicitation. The offering entities of these securities may charge certain fees and expenses, including a portion of the amount invested from each investor and a portion of the proceeds when the investment has a liquidity event. If an issuer admits even one investor who is not accredited, it would be likely to have a material adverse effect on such issuer. Further, the SEC has adopted regulations under which crowdfunding may be used by small issuers to seek funding from non- accredited as well as accredited investors. Consistent with those regulations, the fund may locate and acquire securities through registered funding portals as well. FEES; TIME REQUIRED TO MATURITY OF INVESTMENT; NATURE OF INVESTMENTS. The fund is subject to substantial fees which AV may keep irrespective of profitability. This fee maybe offset by profits on income generated from securities or sales of securities to avoid losses. Furthermore, any profits earned by the fund or for certain funds, its investments regardless of overall fund profits, will be subject to the promoted interest from which AV or its affiliates will benefit. There can be no assurances that AV will be able to secure investment capital in amounts sufficient to provide the fund with enough capital to enable it to meet its investment objective. While the fund intends to invest in the number of securities identified in the materials even if only a minimal amount is raised, the fund may not be able to meet this objective or may not be able to invest in some securities due to it not being able to meet minimum investment requirements. There can be no assurance that AV will either identify or consummate profitable investments for the fund. It is anticipated that a period of time will be required for AV to identify and effect acceptable investment opportunities sufficient to fully invest the capital received by the fund. The securities will be comprised primarily of “restricted securities” and the fund will not be able to readily liquidate such securities. Investments in start-ups and emerging companies are highly speculative. The portfolio companies may require several years of operations prior to achieving profitability and may never achieve profitability. The securities will be illiquid and may not have realizable value for several years, if ever. The securities acquired by the fund may be subordinated or junior in right of payment to senior or secured debt or other equity holders. In the event a portfolio company cannot generate adequate cash flow to meet debt service, all or part of the principal of such company’s debt may not be repaid and, in such event, the value of the securities could be reduced or eliminated through foreclosure on the portfolio company’s assets or the portfolio company’s reorganization or bankruptcy. RISK FACTORS AND INVESTMENT CONSIDERATIONS PORTFOLIO COMPANY RISKS. Although the fund’s investments may offer the opportunity for significant gains, such investments will involve a high degree of business and financial risk that can result in substantial losses. These risks include the risks associated with investment in companies in an early stage of development or with limited operating history, companies operating at a loss or with substantial variations in operating results from period to period, and companies that need substantial additional capital to support expansion or to achieve or maintain a competitive position. AV expects that most portfolio companies will require additional capital, the amount of which will depend upon the maturity and objectives of the particular portfolio company. It is anticipated that each round of funding will provide a portfolio company with enough capital to reach the next major valuation milestone. If the capital provided is insufficient, or for other reasons, the portfolio company may be unable to raise the additional capital or may have to do so at a price unfavorable to the prior investors including the fund. The availability of capital also is a function of capital market conditions that are beyond the control of the fund or any portfolio company. There can be no assurance that AV or the portfolio companies will be able to predict accurately the future capital requirements necessary for success or that any additional funds will be available from any source. LIMITATIONS ON LIQUIDITY OF INVESTMENTS; EFFECT ON VALUE. It is anticipated that a substantial portion of the fund’s investments will consist of securities that are subject to restrictions on sale by the fund because they were acquired from the issuer or a third party in “private placement” transactions or because the fund is deemed to be an affiliate of the issuer under applicable law. These circumstances may require the fund, and indirectly, its underlying investors, to hold portfolio company investments for several years before any opportunity to monetize those investments becomes available. LEGAL DISCLOSURES Each of the various funds is a different series of Alumni Ventures Group Funds, or Alumni Ventures Sidecar Funds, LLC (AV Funds). Each of the funds involves a different investment portfolio and risk-return profile. The manager of each fund is Alumni Ventures, LLC, a Delaware-based venture capital firm. All valuations of AV Funds, or any asset held by any AV Funds, are determined in accordance with AV’s Valuation Policy. Certain third party rankings and awards that may be referenced in this communication can be viewed, along with certain information about the methodologies employed in the rankings, below: CB Insights – Top 20 Venture Capital Firm (2024) Pitchbook – U.S. Top 3 Most Active VC ('18, '19, '20, '21, '22, '23, '24) FastCompany - Most Innovative Personal Finance Companies (2022) Vestbee – Top 100 Best Performing Funds from the U.S. (2023) Inc. Magazine – Founder-Friendly Investors (2024) 27
RISK FACTORS AND INVESTMENT CONSIDERATIONS The risks of purchasing an Interest include, but are not limited to, the following: General; Operating History of the Fund; Risks Inherent in Investment Strategy. The purchase of units in the fund is highly speculative and involves significant risks, and the units should not be purchased by any person who cannot afford the loss of their entire investment. The investment objective of the fund is also highly speculative. Holders of units may be unable to realize a substantial return on their investment in theunits, or any return whatsoever, and may lose their entire investment. For this reason, each prospective purchaser of units should read all offering and legal materials carefully and consult with their attorney and business and/or investment advisor. The fund does not have any significant business history or operating experience that investors can analyze to aid them in making an informed judgment as to the merits of an investment in the fund. There can be no assurance that the fund will be able to generate revenues, gains or income, or, even if it generates revenues, gains or income, that its investments will be profitable. Any investment in the fund should be considered a high-risk investment because investors will be placing their funds at risk in an unseasoned start-up investment vehicle with the attendant unforeseen costs, expenses, and problems to which a new business is often subject. The fund has been newly organized to acquire securities. Those securities will be highly speculative. The composition and terms of the securities, as well as the portfolio companies or other funds issuing such securities, has not been determined and will be influenced by various factors, including the availability and pricing of the securities, the expected growth potential of the portfolio companies, and the availability of fund capital allocated to purchase such securities. The fund’s strategy is to rely on information provided by potential portfolio companies and on the AV’s independent research and judgment. No assurance can be given that information provided by third parties will be accurate or that the fund’s investment strategy will be successfully implemented. Generally, the fund will not be able to sell these securities publicly without the expense and time required to register the securities under the Securities Act, or may only be able to sell (or may choose to sell) the securities under Rule 144 or other rules under the Securities Act, which permit only limited sales under specified conditions. The fund may encounter limited opportunities to make private secondary sales of these securities. While the availability of these opportunities cannot be guaranteed, any secondary sale may involve price discounts or other disadvantageous terms when compared to traditional exit events. The fund Manager’s discretion will extend to whether, and to what extent, to pursue any secondary sale opportunity. INVESTMENT VALUATION DETERMINED BY AV. AV will be responsible for the valuation of the fund’s investments in its portfolio companies that are not listed or otherwise traded in an active market. There is a wide range of values that are reasonable for an investment at a given time and, ultimately, the determination of fair value involves subjective judgment not capable of substantiation by auditing standards. In some instances, it may not be possible to substantiate by auditing standards the value of the fund’s investment in a portfolio company. In connection with any future in-kind distributions that the fund may make, the value of the securities received by investors as determined by AV may not be the actual value that the investors would be able to obtain even if they sought to sell such securities immediately after an in-kind distribution. In addition, the value of an in-kind distribution may decrease or increase significantly subsequent to the distributees' receipt thereof, despite the accuracy of AV’s evaluation. RISK FACTORS AND INVESTMENT CONSIDERATIONS No Market for Units. Funds will only be available for distribution when securities are sold or when distributions of funds are made by portfolio companies with respect to any securities. The time that distributions are actually made will be solely dependent upon the timing of the realization of proceeds from the securities and the determination of AV to distribute any such funds. No market for the units exists, and it is not anticipated that one will develop. The units are not redeemable or transferable except as outlined in the Operating Agreement. Purchasers of the units will be required to bear the economic risk of their investment for an indefinite period of time. The units are not registered under the Securities Act or applicable state securities laws and may not be re-sold unless they are subsequently registered or an exemption from registration is available. Investors have no right to require, and the fund has no intention of effecting such registration. Consequently, an investor may not be able to liquidate an investment in the units, and a bank may be unwilling to accept the units as collateral for a loan. The units will not be readily marketable, and purchasers thereof may not be able to liquidate their investments in the event of an emergency. Conflicts of Interest; Co-Investment; Cross-Class Liability. AV, the members of the investment committees of the AV funds with which the fund co-invests, and their respective affiliates may face various conflicts of interest in connection with their respective relationships and transactions with the fund. AV’s other clients, and/or its personnel, may invest on a side-by-side basis with the fund, the fund may invest in securities in which another client has invested, or another client may invest in an opportunity that may also be appropriate for the fund. AV and its affiliates currently have other investments that may compete directly with the fund for investment opportunities, and AV intends to organize and manage additional entities similar to the fund. In addition, the fund and other clients may seek to invest in portfolio companies based on rights to participate granted in connection with the fund’s or other clients’ prior investment in the portfolio company. Over time AV will allocate investment opportunities in a fair and equitable manner acting in the best interest of its clients as determined by AV’s sole discretion. AV will consider whether each selected investment is suitable for each client based on criteria germane to that client, which may include legal, tax, regulatory, and other criteria, such as the client’s investment objectives, strategy, and diversification requirements and available cash to invest. AV and its affiliates will not be prohibited from making additional investments or participating in business ventures outside of and independent of the fund. Compensation to Manager and Its Affiliates; Lack of Separate Representation. It is anticipated that counsel to AV will continue to represent AV and the fund after the consummation of the offering described herein. Such counsel has not acted independently on behalf of the investors, and potential investors should consult with and rely on their own legal counsel with respect to analyzing the terms of this investment and any future matters related to the fund or the ownership of units in the fund. Contact [email protected] for additional information. To see additional risk factors and investment considerations, visit av- funds.com/disclosures 28