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    Fund Name: ASI GAMING INVESTMENT GROUP
    Full Legal Name: ASI Gaming Investment Group spolka z ograniczona odpowiedzialnoscia spolka komandytowo-akcyjna

    Fund Type: V C as /AFI
    General Partner (GP): “Gaming Investment Group Spolka z ograniczona odpowiedzialnoscia” (legal equivalent of a limited liability company)

    Custodian: The legal entity managing the fund is “Gaming Investment Group Spolka z ograniczona odpowiedzialnoscia”.

    However, Castellar Investment Group Ltd remains the majority shareholder of “Gaming Investment Group Spolka z ograniczona odpowiedzialnoscia” which makes Castellar Investment Group Ltd an indirect custodian and general partner.

    Fund advisors: internal investment committee and advisory board, both detailed in separate sections of the prospectus.

    Investment direction: gamedev startups, independent game studios focused on AA and AAA game development, digital entertainment, gamedev and entertainment creation ecosystem, R&D startups focused on gamedev related tools and equipment.

    Investment period: 3+3 (3-year investment period + 3-year exit period) Possible extension subject to consent to partners. Investment stages: ASI GIG invests as early as possible, before income but exits not earlier than a successful stock exchange publication.

    Fund size: 120 000 000 EUR
    Management fee: No fixed annual or monthly management fees.
    All management fees are covered from investment returns.
    Carried interest: 30-35%



    Each investor is entitled to get obtain the appropriate dividend on his investment, return of the investment contribution and part of the profits generated. All payments are calculated appropriately to the investor’s contribution.

    The managing entity is entitled to receive a carried interest which is an amount calculated as 30-35% of the difference between the amount received as investment completion and the sum of contributions made to the fund by the Investors towards the relevant Investment. The investment exit costs (i.e.: IPO advisory costs) cannot exceed 30% of the contribution.



    All agreements and documents within the fund include the following roles: general partner, fund manager, fund partner and investor. Each role can be associated in a non-exclusive manner with each internal organiza- tional entities within the fund. The list of entities involve:

    General Partner

    The ASI Gaming Investment Group is an alternative investment fund run in the form of a limited joint-stock partnership with an external manager - Gaming Investment Group Limited Liability Company, being the general partner.

    Management team

    Within the managing entity, a management team is performing
    its duties being responsible for coordinating the work
    of the fund, in particular:

    • deal flow,
    • pre-selection process, evaluation and selection of projects,
    • implementation of investments in selected projects in accordance,
    • with the decision of the investment committee,
    • ongoing monitoring of companies in the portfolio,
    • the process of building the value of portfolio companies and providing smart money,
    • active search for new, additional investors and business partners,
    • active search for co-investors for further financing rounds necessary for the development of global projects,
    • promotion of projects and the fund,
    • promotion of the gamedev environment and participation in creation of the ecosystem supporting technological and innovative initiatives,
    • investment exit preparations.



    1. Management team

    Przemysław Waszczuk - Managing Partner entrepreneur, investor, film producer, philanthropist, representative of Poland in motor sports. The founder of ExoticCar Club Poland and the owner of the Exotic RAGE brand - the largest, most prestigious automotive and lifestyle event in Poland. An automotive industry expert invited to cooperate by the largest media in Poland. For years associated with the IT market. Heinvests andco-creates Polish cinematography; he cooperates, among others, with Patryk Vega. He sits on the board of directors of Hello Pictures LLC, a Hollywood film studio.

    Jakub Raczyński - Managing Partner - An expert in the field of investment consulting, with particular emphasis on technology companies. He gained his professional practice by working for companies such as Open Finance S.A, Flash Investment SA as well as by investing on his own. He has extensive experience in cooperation with individual and institutional clients. He helped to build investment portfolios for over 120 business clients. He managed clients' capital worth almost PLN 400 million.

    Jarosław Grzywiński specializes in capital markets law, commercial companies’ law, as well as in the organization of investment projects. He advises clients on capital markets law, regulatory issues related to capital market infrastructure, organization of financing of investment projects in various jurisdictions. He also advises on the issue of bonds, restructuring of financial liabilities and investments in commercial real estate. He has a lot of experience in preparing prospectuses and advising in IPO processes, both on the Polish and foreign markets (London Stock Exchange, Hong Kong Stock Exchange, Frankfurter Boerse). His client portfolio includes foreign and domestic institutional investors, banks and financial institutions. Before joining Kochański & Partners, he was a member of the Board of Directors of one of the largest equity trading platforms, AQUIS Exchange, based in London. He was also the Chairman of the Supervisory Board of Towarowa Giełda Energii S.A., Chairman of the Supervisory Board of Bondspot S.A. and Vice-President of the Exchange Supervisory Board, Chairman of the Regulatory & Corporate Governance Committee of the Exchange Supervisory Board.

    Mariusz Figiel an esteemed investor in the marketing and real estate industry, responsible for the largest advertising and marketing campaigns for well-known brands in Poland and Europe. He has over 20 years of experience in servicing the largest technology companies (developing marketing strategies, supervising marketing campaigns, introducing products to the market, PR and commercialization) such as Apple (iSource), Adobe, Action, Dell, Nikon and many others. Additionally, with great management experience. He worked, among others, at Bank Handlowy in Warsaw in the Organization and Development Department, in a team of advisers to the Bank's Management Board, where he created analyzes and monitored the effectiveness of the bank's organizational structure. Currently hi focuses his investments on investing in real estate and technology companies with a strong portfolio of over 20 entities.

    Wojciech Chyliński - Entrepreneur. Founder and CEO of an international 3D animation and VFX studio. Involved in the largest global brands projects such as UbiSoft, Electronic Arts, Sony Entertainment, Philips, Shell, TEDx, Coca Cola, National Geographics, Samsung, Nikon, Vodafone, Beats By Dr. Dre, Zoll Medical, and many others. Participant in the most extensive social media campaigns for clients such as Ariana Grande.
    Stock Investor. He invests in global markets. His specialization is the psychology of investment. Leads Investments wisely to protect capital and generate profits. He shows how to create an investment business and earn money in financial markets. Professional advisor in the field of business psychology and social behaviors. He advises and produces psychologically effective digital advertising content. He designs effective B2C, B2B, and, above all, H2H (Human to Human) communication. Adviser to one of the US government agencies. Creator of knowledge management paths. He advises startups on how to create effective presentations and attract an investor.




    The fund operates with the following expenses incurred and paid:

    1. Pre-operating costs such as approval, registration, establishment, registration modification, and filing of the partnership.

    2. Carried interest for General Partner, if any.

    3. Securities and futures transaction settlement fees and account fees (if any) of the fund.

    4. Auditor fees relating to the fund after its establishment.

    5. Information disclosure fees upon the effective date of the partnership agreement.

    6. Valuation fees and assurance fees paid to third parties for applying fair value valuation to unlisted equity investments.

    7. Third party intermediary fees (including but not limited to attorney's fees and auditor fees) incurred for the establishment of the fund and for maintaining daily operation.

    8. Bank remittance fees, account maintenance fees, letter of inquiry fees and other fees charged by banks in connection with the fund.



    9. Costs associated with the printing and signing of contracts, and costs arising from the use of electronic contracts.

    10. All other expenses required for the operation and liquidation of the Fund during its existence.

    11. Taxes and fees such as VAT and surcharges as expressly required by national laws and regulations.

    Except for the expenses explicitly listed above, any expense is subject to a resolution made at a meeting of the partners or unanimous consent of all partners.





    1. Investment scope

    a. Investment stages: preliminary stages, angel investments
    b. Buyouts


    2. Investment subject

    The fund invests in game industry and other branches of creative industry.

    a. Game development teams and companies, especially during the early stage of financing
    b. Independent game development teams and ideas
    c. Game peripherals including streaming, e-sports, development software and platforms etc.
    d. Development tools including hardware inventions and software

     

    3. Investment prohibitions

    The fund does not invest in entities and activities involved in criminal activity, performing operations in a morally disputable manner, exercising child labor or entities that are subject to either public-eye or subject to an investigation implying such activities

    4. Investment restrictions

    A single target investment cannot exceed 25% of the fund size unless unanimously agreed by members of the Investment Committee.

    5. Conflict of interest restrictions

    6. Investment strategy criteria

    The investment selection criteria are as follows:


    -the size of the target market and its upward trend,
    -the strength of enterprises and products that compete or substitute for the target product,
    -quality and realism of the market entry strategy with the target product,
    -a positive result of the assessment of the financial forecasts of the investment project,
    -a positive result of the existing and most probable financial liabilities of a potential portfolio company,
    -financial terms of the investment attractive for the Company,
    -positive result of the analysis of the investment macroeconomic environment.

    7. Investment types

    ASI GIG is interested in capital investments as part of the issue of series A, B and C shares, as well as part of the Pre-IPO. ASI GIG plans to apply provisions ensuring the maintenance of a specific rate of return on investment in the event of failure to implement the financial plan by the SPV by partial redemption of shares of the current owners. Moreover, ASI GIG plans to grant convertible loans to selected projects / companies. Upon conversion, the fund obtains shares in companies on privileged terms. The rules for receiving loans and their conversion into shares will be individually agreed between the parties in the contract.

    8. Investment provisions

    All related provisions are placed in a term sheet which forms a foundation for further cooperation. The term sheet is created separately for each investee with the major provisions including:

    - Amount of investment and financial provisions
    - Value of acquired shares
    - Payment schedule
    - Milestone roadmap
    - Reporting rules
    - Non-competition clauses
    - Investment exit provisions
    - Sanctions and agreement termination provisions


     

    9. Characteristic of a model investment

    The ASI GIG fund is mainly looking for companies at an early or medium stage of development before IPO, existing on the market for no longer than 4 years, with an exceptionally good, ambition-driven team and unique intellectual property or technological value (patents, publications) with an estimated valuation from 5 up to PLN 100 million.

    The main decision-making factor on the selection of companies to invest are the developed products, technology demonstrators, as well as financial results from operating activities.

    The fund is looking for entities with global commercial potential within innovative technologies and the creative industry, with particular emphasis on games, animation, and tools for automating the processes of their creation.

    ASI GIG will search for projects without restrictions for locations, but the condition for cooperation will be the registration of the entity / branch in Poland.

    ASI GIG is looking for entities / companies operating in particular in the following areas:

    1. software for creating games, animations, elements of the virtual world, rigging, artificial intelligence, security (cybersecurity), production management, etc.,
    2. devices, products such as 3D scanners, photogrammetry scanners, motion capture suits and helmets etc.,

    - simulators, controllers, multimedia, video game gadgets.

     

    10. Detailed characteristic of a potential investment target within the gamedev sector

    ASI GIG while targeting investment opportunities within the gamedev sector focuses on the following additional criteria:

    A. Game products

    1. Detailed game development planning: well-defined and creative game planning, including gameplay mechanics and an appropriate skillset and prowess.
    2. Actual content: medium to high-quality game content, with a distinctive art style and creative gameplay with a focus on innovation in terms of gameplay elements.
    3. Commercialization possibilities: a clear commercialization path for the game, which can create additional revenue streams through merchandise and other derivatives.

    B. Development teams

    1. Passion and prowess. ASI GIG is looking for teams filled with passion and confidence towards their projects, which as a result brings determination and motivation towards project completion.
    2. Dedication Model team must be able to go the extra mile and enhance the project in multiple ways during each stage of the development.
    3. Ability to learn. The ability to learn and follow current trends and technological developments. With a development process that exceeds 3 or even.


    5-year production time, this is crucial to ensure the highest quality of the project result.

    ASI GIG reaches out to entities focused on:

    • Gamedev and video production (animations and live-action)
    • Automatization tools designed for gamedev, creation of virtual realities, AI, cybersecurity and production management
    • Hardware solutions like 3D scanners, photogrammetry scanners, motion capture suits, simulators and controllers etc.

     

     

     

    11. Investment philosophy

    The fund aims to become one the most esteemed entities investing within gamedev and creative industry by utilizing the expertise and fund assets in order to ensure the highest performance of teams related to the fund and the results of their work. Having that in mind, the fund still follows a philosophy based on investing:



    1. In accordance with the upcoming trends
    2. In adherence to the core values of the investment industry with full integrity towards the investors, investees and general public
    3. Exercising professionalism and skillset to avoid unnecessary investment risks and maximizing the potential and value of each investment
    4. With proper diligence, helping the investees at each stage starting from management, corporate structure, financial and legal framework that meets standards of listed companies and through creation of value for investors

     

    12. Investment process

    Search

    A constant step witch each project assessed on a case-to-case basis. The fund by creating a list and analyzing potential investment opportunities achieves a state of direct contact with each opportunity. Furthermore, during this stage, the fund focuses on pre-IPO entities that existed up to 3 years, with a very good, ambitious team and IP valued at 1 to 20 USD mln.

    Pre-screening

    Another step done on a regular, constant basis with each project treated on a case-to -case basis involving personal touch and expertise. During the steps the fund selects the best projects based on analysis of gathered materials and presentations of teams and their projects. Additionally, financial documentation is subject to preliminary analysis.

    Pitching, presentation and due diligence

    Before each investment, due diligence is conducted by the fund’s advisors, focusing both on legal, financial and business diligence but also performance-wise and content-wise. The purpose is to seek value confirmation and perform in-depth financial analysis ensuring compliance with the funds philosophy and targeting strategy. The fund conducts meetings with teams to ensure solid personal connections between prospecting investee and the fund members. Project requirements and needs are subject to analysis and financial, scientific and legal aspects are being reviewed.

    Negotiations and Investment proposal draft

    Having completed the due diligence stage and after ensuring that the project is suitable for investment, a proposal is drafted involving a further in-depth evaluation presented towards the investment committee.

    In-depth analysis and evaluation

    Moving further with the process, the fund advisors and (if necessary) external experts perform an in-depth analysis and evaluation of the state of the project, potential exit strategies, development milestones, company/team value and investment conditions and opportunities. The stage ends with the decision of the investment committee. The following factors are analyzed before a decision is made:

    • Profitability, expected return on investment, ROI and others
    • ASI GIG experts recommendation
    • Value of intellectual property
    • Appeal from the end user POV
    • Commercialization possibilities

     

    Consultations, solutions and follow-ups

    All issues raised the fund provides consultations towards the potential investees, presenting viable solutions and opportunities to utilize the funds expertise and synergies between the investee and other entities related to the fund.

    Value creation and investigating the possibilities of creating additional revenue streams in form of product derivatives

    ASI GIG provides funding necessary for growth and expansion but also investigates possibilities of discovering internal (within fund) and external (within accessible market) synergies allowing for creation of additional revenu streams. The fund aims at improving investees operational prowess, competitiveness of the project and potential market share.

    Investment and management

    Prior to the investment, the fund conducts comprehensive in-depth analysis. In collaboration with the investee management, the fund is ensuring that all related sides understand and share the projects outtake and philosophy. The fund ensures that the terms are transparent, understood and that each side will adhere to their duties.

    As a result the fund receives equity shares or stock shares with nominal value between 5-49% of the investees’ share capital. The fund invests the entire amount or establishes a payment scheduled related to reaching critical project milestones.

    ASI GIG aims to become a major shareholder in order to obtain control over investee. Subsequent to the investment, the fund’s management team follows the project development and the investee operations reviewing their strategy at each step. Constant communication and transparency are key to maintain the security of the investment.

    Periodically, the fund arranges meeting and consultations with each investee to investigate additional options and ensures the choice of exit strategy.

     

     

    Added value – smart money

    The main goal of the fund is to invest in entities with international potential. Therefore, as soon as an investment is made ASI GIG works towards maximizing the investee value and introduces the entity to the funds’ key strategic partners and advisors like Sony, Microsoft or Huawei. Additionally, the fund offers expertise and access to structured action-plan involving:

    • Acquisition of additional funds, technology grants (gov. like Polish Agency for Enterprise Development or National Centre for Research and Development) or commercial (like Epic Megagrands)
    • Market analysis and research
    • Intellectual property protection and legal advice
    • Access to technology and tools
    • Setting up a proper marketing strategy

     

    Investment exit

    Exit channels of investment include equity transfer, sellout to external investor, IPO, M&A (by game publishers and gamedev-related entities), repurchasing. Provisions detailing investment exit are always presented in the investment agreement.

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    Receive information that is not publicly available.