Form 1-A Issuer Information UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 1-A
REGULATION A OFFERING STATEMENT
UNDER THE SECURITIES ACT OF 1933
OMB APPROVAL

FORM 1-A

OMB Number: 3235-0286


Estimated average burden hours per response: 608.0

1-A: Filer Information

Issuer CIK
0001815414
Issuer CCC
XXXXXXXX
DOS File Number
Offering File Number
024-11292
Is this a LIVE or TEST Filing? LIVE TEST
Would you like a Return Copy?
Notify via Filing Website only?
Since Last Filing?

Submission Contact Information

Name
Phone
E-Mail Address

1-A: Item 1. Issuer Information

Issuer Infomation

Exact name of issuer as specified in the issuer's charter
Gatsby Digital, Inc.
Jurisdiction of Incorporation / Organization
DELAWARE
Year of Incorporation
2018
CIK
0001815414
Primary Standard Industrial Classification Code
SERVICES-PREPACKAGED SOFTWARE
I.R.S. Employer Identification Number
82-4378568
Total number of full-time employees
5
Total number of part-time employees
0

Contact Infomation

Address of Principal Executive Offices

Address 1
28 LIBERTY STREET
Address 2
F6
City
NEW YORK
State/Country
NEW YORK
Mailing Zip/ Postal Code
10005
Phone
203-842-9729

Provide the following information for the person the Securities and Exchange Commission's staff should call in connection with any pre-qualification review of the offering statement.

Name
Andrew Stephenson
Address 1
Address 2
City
State/Country
Mailing Zip/ Postal Code
Phone

Provide up to two e-mail addresses to which the Securities and Exchange Commission's staff may send any comment letters relating to the offering statement. After qualification of the offering statement, such e-mail addresses are not required to remain active.

Financial Statements

Industry Group (select one) Banking Insurance Other

Use the financial statements for the most recent period contained in this offering statement to provide the following information about the issuer. The following table does not include all of the line items from the financial statements. Long Term Debt would include notes payable, bonds, mortgages, and similar obligations. To determine "Total Revenues" for all companies selecting "Other" for their industry group, refer to Article 5-03(b)(1) of Regulation S-X. For companies selecting "Insurance", refer to Article 7-04 of Regulation S-X for calculation of "Total Revenues" and paragraphs 5 and 7 of Article 7-04 for "Costs and Expenses Applicable to Revenues".

Balance Sheet Information

Cash and Cash Equivalents
$ 1050838.00
Investment Securities
$ 0.00
Total Investments
$
Accounts and Notes Receivable
$ 0.00
Loans
$
Property, Plant and Equipment (PP&E):
$ 0.00
Property and Equipment
$
Total Assets
$ 1208846.00
Accounts Payable and Accrued Liabilities
$ 108086.00
Policy Liabilities and Accruals
$
Deposits
$
Long Term Debt
$ 0.00
Total Liabilities
$ 2420132.00
Total Stockholders' Equity
$ -1211286.00
Total Liabilities and Equity
$ 1208846.00

Statement of Comprehensive Income Information

Total Revenues
$ 0.00
Total Interest Income
$
Costs and Expenses Applicable to Revenues
$ 1017613.00
Total Interest Expenses
$
Depreciation and Amortization
$ 0.00
Net Income
$ -1805924.00
Earnings Per Share - Basic
$ -0.10
Earnings Per Share - Diluted
$ -0.10
Name of Auditor (if any)
Fruci and Associates II, PLLC

Outstanding Securities

Common Equity

Name of Class (if any) Common Equity
Common
Common Equity Units Outstanding
11466966
Common Equity CUSIP (if any):
0000000NA
Common Equity Units Name of Trading Center or Quotation Medium (if any)
NA

Preferred Equity

Preferred Equity Name of Class (if any)
Series A Preferred
Preferred Equity Units Outstanding
0
Preferred Equity CUSIP (if any)
0000000NA
Preferred Equity Name of Trading Center or Quotation Medium (if any)
NA

Preferred Equity

Preferred Equity Name of Class (if any)
Series Seed Preferred
Preferred Equity Units Outstanding
11651963
Preferred Equity CUSIP (if any)
0000000NA
Preferred Equity Name of Trading Center or Quotation Medium (if any)
NA

Debt Securities

Debt Securities Name of Class (if any)
NA
Debt Securities Units Outstanding
0
Debt Securities CUSIP (if any):
0000000NA
Debt Securities Name of Trading Center or Quotation Medium (if any)
NA

1-A: Item 2. Issuer Eligibility

Issuer Eligibility

Check this box to certify that all of the following statements are true for the issuer(s)

1-A: Item 3. Application of Rule 262

Application Rule 262

Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.

Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.

1-A: Item 4. Summary Information Regarding the Offering and Other Current or Proposed Offerings

Summary Infomation

Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering Tier1 Tier2
Check the appropriate box to indicate whether the financial statements have been audited Unaudited Audited
Types of Securities Offered in this Offering Statement (select all that apply)
Equity (common or preferred stock)
Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)? Yes No
Does the issuer intend this offering to last more than one year? Yes No
Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)? Yes No
Will the issuer be conducting a best efforts offering? Yes No
Has the issuer used solicitation of interest communications in connection with the proposed offering? Yes No
Does the proposed offering involve the resale of securities by affiliates of the issuer? Yes No
Number of securities offered
5434782
Number of securities of that class outstanding
0

The information called for by this item below may be omitted if undetermined at the time of filing or submission, except that if a price range has been included in the offering statement, the midpoint of that range must be used to respond. Please refer to Rule 251(a) for the definition of "aggregate offering price" or "aggregate sales" as used in this item. Please leave the field blank if undetermined at this time and include a zero if a particular item is not applicable to the offering.

Price per security
$ 0.9200
The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer
$ 5000000.00
The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders
$ 0.00
The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement
$ 0.00
The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement
$ 0.00
Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs)
$ 5000000.00

Anticipated fees in connection with this offering and names of service providers

Underwriters - Name of Service Provider
SI Securities, LLC
Underwriters - Fees
$ 425000.00
Sales Commissions - Name of Service Provider
Sales Commissions - Fee
$
Finders' Fees - Name of Service Provider
Finders' Fees - Fees
$
Audit - Name of Service Provider
Fruci & Associates II, PLLC
Audit - Fees
$ 8000.00
Legal - Name of Service Provider
CrowdCheck Law, LLP
Legal - Fees
$ 50000.00
Promoters - Name of Service Provider
Promoters - Fees
$
Blue Sky Compliance - Name of Service Provider
Blue Sky Compliance - Fees
$
CRD Number of any broker or dealer listed:
170937
Estimated net proceeds to the issuer
$ 4510000.00
Clarification of responses (if necessary)
Sales Commissions estimate assumes the maximum amount of commissions payable to SI Securities, LLC for their services in this offering. Estimated $7,000 in Edgarization fees.

1-A: Item 5. Jurisdictions in Which Securities are to be Offered

Jurisdictions in Which Securities are to be Offered

Using the list below, select the jurisdictions in which the issuer intends to offer the securities

Selected States and Jurisdictions
ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING
DISTRICT OF COLUMBIA
PUERTO RICO

Using the list below, select the jurisdictions in which the securities are to be offered by underwriters, dealers or sales persons or check the appropriate box

None
Same as the jurisdictions in which the issuer intends to offer the securities
Selected States and Jurisdictions

ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING
DISTRICT OF COLUMBIA
PUERTO RICO

1-A: Item 6. Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Issued or Sold Within One Year

None

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(a)Name of such issuer
Gatsby Digital, Inc.
(b)(1) Title of securities issued
Series Seed Preferred Stock
(2) Total Amount of such securities issued
1673928
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.
0
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.
$670,000 ($0.40 per share)
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(a)Name of such issuer
Gatsby Digital, Inc.
(b)(1) Title of securities issued
Convertible Promissory Notes
(2) Total Amount of such securities issued
2339630
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.
0
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.
2339630
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).

Unregistered Securities Act

(e) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption
506(b) of Regulation D

 

Gatsby Digital, Inc. (the “Company”) has prepared this Form 1-A/A solely for the purpose of filing Exhibits 13.1 through 13.5.

   

PART III

INDEX TO EXHIBITS

  

1.1 Issuer Agreement with SI Securities, LLC*
   
1.2 Amendment To Issuer Agreement with SI Securities, LLC*
   
2.1 Form of Amended and Restated Certificate of Incorporation, as amended*
   
2.2 Amended and Restated Bylaws*
   
3.1 Investors’ Rights Agreement* 
   
3.2 Form of Warrant to Purchase Common Stock of Gatsby Digital, Inc.*
   
4.1 Form of Subscription Agreement*
   
6 Broker Agreement between the Company and ViewTrade Securities, Inc. dated August 22, 2019.*
   
8.1 Form of Escrow Agreement *
   
11 Auditor’s Consent*
   
12 Opinion of CrowdCheck Law LLP**

 

13.1  Offering Page on SeedInvest
   
13.2 Company Pitch Deck on SeedInvest Offering Page & Video Transcript
   
13.3 SeedInvest – Gatsby Webinar Invite and Transcript (August 27th, 2020)
   
13.4 SeedInvest Newsletters with Gatsby Updates
   
13.5 SeedInvest Emails to Registered Users re: Gatsby’s Regulation A Offering

 

*Previously filed

**To be filed by amendment

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York City, State of New York, on, September 18, 2020.

 

GATSBY DIGITAL, INC.  
   
By /s/ Ryan Belanger-Saleh  
Ryan Belanger-Saleh, Co-Chief Executive Officer  
Gatsby Digital, Inc.  
   
The following persons in the capacities and on the dates indicated have signed this Offering Statement.  
   
/s/ Ryan Belanger-Saleh  
Ryan Belanger-Saleh, Co-Chief Executive Officer, Principal Financial Officer, Principal Accounting Officer, Director  
Date: September 18, 2020  
   
/s/ Jeff Myers  
Jeff Myers, Co-Chief Executive Officer  
Date: September 18, 2020  
   
/s/ Davis Gaynes  
Davis Gaynes, Chief Operating Officer  
Date: September 18, 2020  

 

 

 

Exhibit 13.1

 

123456-1-BA_EX 13 1_PAGE_01.GIF

Gatsby - SeedInvest 9/11/20, 9(47 AM Reserve a spot in Gatsby Options trading platform for a new generation of traders $1,231,300$0.92$25,000,000 Amount Reserved Share Price Pre-Money valuation RESERVE YOUR SPOT IN GATSBY By making a reservation, you are requesting a spot to invest in Gatsby's upcoming offering. A reservation is non-binding and you may change the amount at any time. Website: https://www.trygatsby.com Share: Gatsby is accepting reservations for an Offering under Tier II of Regulation A. No money or other consideration is being solicited, and if sent in response, it will not be accepted. No sales of securities will be made or commitment to purchase accepted until qualification of the offering statement by the Securities and Exchange Commission (the "Commission") and approval of any other required government or regulatory agency. A reservation is non-binding and involves no obligation or commitment of any kind. No offer to buy securities can be accepted and no part of the purchase price can be received without an Offering Statement that has been qualified by the Commission. A copy of the Preliminary Offering Circular that forms a part of the Offering Statement may be obtained both here and below. Highlights Company Highlights Fundraise Highlights Overview › Raised $3mm+ to date from leading investors including Barclays, Techstars, Rosecliff Ventures, SWS Ventures, Irish Angels and Plug & Play Ventures › Total Round Size: US $5,000,000 The Team › Raise Description: Series A Term Sheet › Since launching in December 2019, the app has crossed over 100,000 options contracts ($30m+ of trades) with an average growth rate of over 10% / week › Minimum Investment: US $999 per investor Investor Perks › Security Type › Acquired over 7,000 accounts since launch with an average funded account balance of over $1,100 Prior Rounds : Preferred Equity Market Landscape › Pre-Money valuation : US $25,000,000 › Average customer acquisition cost of $23.49 / account Risks & Disclosures › Target Minimum Raise Amount: US $1,000,000 › Team includes 2 founders with former exits, founder of Public.com, former Goldman Sachs MD, former Amazon, and Instinet Senior Management Offering Circular Data Room Updates 62 comments FAQs About Investing We believe the options markets are exploding, with record volumes in 2018, 2019, and 2020, but traditional platforms leave younger investors behind. Gatsby is democratizing the options markets with a simple, social, and gamified options trading app. Contact SeedInvest We believe options are a powerful tool, and are perfect for many traders who want risk and and want to make money when stock prices fall. With a small account, investors can dial up the risk and trade on or against public companies and ETFs. Despite this, young traders are turning to other assets like crypto, penny stocks and sports betting, all the while skipping over a potentially more time-tested and regulated security in options. Gatsby helps new traders bridge the language gap and start trading options like the pros, eliminating unnecessary jargon and adding a social layer to help find inspiration from friends and the community, helping both new and experienced traders utilize the options markets in a new way. We believe the options markets are exploding, with record-setting years in 2018, 2019, and already in 2020, but younger investors have been left behind. https://www.seedinvest.com/gatsby/series.a Page 1 of 13

 

 

 

 

  

 

 

 

123456-1-BA_EX 13 1_PAGE_03.GIF Gatsby - SeedInvest 9/11/20, 9(47 AM It's been more than a decade since OptionsXpress, OptionsHouse and ThinkorSwim were acquired, and more than 10 years since anyone has done anything new and innovative in options. Gatsby is the next word in options trading, cutting the jargon and reimagining what an options trading platform looks like in 2020. Since the close of our last round, Gatsby has completed a clearing broker integration, been granted our Broker Dealer license from FINRA, launched to the public, acquired over 7000 accounts and is executing over 100,000 options contracts (with some days exceeding 3000 contracts). Pitch Deck DOWNLOAD ( ) Gallery https://www.seedinvest.com/gatsby/series.a Page 2 of 13

 

 

 

 

123456-1-BA_EX 13 1_PAGE_04.GIF Gatsby - SeedInvest 9/11/20, 9(47 AM Founders and Ofcers Ryan Belanger-Saleh CO-CEO Former founder of Dealtable.com (Acquired 2018) and former CTO of BLUE Technologies. Graduated from Northeastern University in 2011. Davis Gaynes PRESIDENT Former senior executive at Instinet and board member at Reuters America. Heads up brokerage operations, business development, risk and compliance at Gatsby. Jeff Myers CO-CEO Co-founder of Dealtable.com. Has launched award-winning apps with 1M+ active users. Formerly led digital product at NBCUniversal. Graduated from Trinity College in 2010. Key Team Members Jeffrey Kleiss Peter Quinn CTO (Formerly at Amazon) COO (Founder of Public.com) https://www.seedinvest.com/gatsby/series.a Page 3 of 13 Portfolio. Manage your portfolio from your iPhone or Android device. Media Mentions The Team

 

 

 

 

123456-1-BA_EX 13 1_PAGE_05.GIF Gatsby - SeedInvest 9/11/20, 9(47 AM Term Sheet Fundraising Description Round type: Series A Round size: US $5,000,000 Minimum investment: US $999 Target Minimum: US $1,000,000 Key Terms Security Type: Preferred Equity Share price: US $0.92 Pre-Money valuation: US $25,000,000 Additional Terms Custody of Shares Investors who invest $50,000 or less will have their securities held in trust with a Custodian that will serve as a single shareholder of record. These investors will be subject to the Custodian’s Account Agreement, including the electronic delivery of all required information. Use of Proceeds If Minimum Amount Is Raised If Maximum Amount Is Raised Marketing Product Compliance Marketing Product Compliance Business development Business development Investor Perks All investors will receive: Quarterly shareholder updates https://www.seedinvest.com/gatsby/series.a Page 4 of 13

 

 

 

 

123456-1-BA_EX 13 1_PAGE_06.GIF Gatsby - SeedInvest 9/11/20, 9(47 AM Early access to product betas Reservations will bump investors up one tier upon conversion to an investment. For example, a reservation of $1000 - $4999 that converts to an investment will earn Investor Perks for the $5000 - $14,999 tier. For those who invest $5,000: $100 of trading credit in your Gatsby account Participation in annual investor call with management team For those who invest $15,000: $500 of trading credit in your Gatsby account Participation in annual investor call with management team Gatsby swag (t-shirt, hat, or sweatshirt) For those who invest $30,000: $1000 of trading credit in your Gatsby account Participation in annual investor call with management team Gatsby swag (t-shirt, hat, or sweatshirt) Lunch with Gatsby CEOs For those who invest $100,000 $1000 of trading credit in your Gatsby account Participation in annual investor call with management team Gatsby swag (t-shirt, hat, or sweatshirt) Private tour of the Gatsby headquarters in New York For those who invest $200,000 $1000 of trading credit in your Gatsby account Participation in annual investor call with management team Gatsby swag (t-shirt, hat, or sweatshirt) Private dinner with Gatsby management team in New York It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment. Prior Rounds The graph below illustrates the valuation cap or the pre-money valuation of Gatsby's prior rounds by year. https://www.seedinvest.com/gatsby/series.a Page 5 of 13

 

 

 

 

123456-1-BA_EX 13 1_PAGE_07.GIF Gatsby - SeedInvest 9/11/20, 9(47 AM $30000000 $25000000 $20000000 $15000000 $10000000 $5000000 $0 Pre-Seed (Convertible) Seed (Convertible) Seed (Preferred) Current Series A (Pre This chart does not represent guarantees of future valuation growth and/or declines. Seed Pre-Seed Round Size US $2,000,000 Round Size US $375,000 Closed Date Jul 1, 2019 Closed Date Dec 1, 2018 Security Type Convertible Note Security Type Convertible Note Valuation Cap US $6,000,000 Valuation Cap US $3,000,000 Seed Round Size US $770,000 Closed Date Security Type Mar 31, 2020 Preferred Equity Pre-Money valuation US $10,000,000 Market Landscape Options contract volume is exploding, with multiple record-breaking months in the first two quarters of 2020. Much of this is driven by increased volatility in the markets. Below are some statistics for total US equity options contracts cleared by the OCC by year: 2019 - 4,978,280,534 ($1,560,641,164,604 of premiums) 2018 - 5,243,464,189 2017 - 4,328,749,330 Feb 27th, 2020 was an all time record for options volume, as investors deal with an anticipated market correction. The traditional brokerages all have options solutions (E-trade, Robinhood, Schwab), but we believe they are built for different users --"prosumer" options traders. Often they are expensive, have long approval processes, and have complicated user interfaces. They also expose users to uncapped risk and treat options trading as a privilege for only their most sophisticated customers. By focusing on risk mitigation, social features and a jargon free user experience, Gatsby enables a new generation of traders to start leveraging options in a safe way. The companies that we are often bidding against for ad placements are more often companies like Coinbase than a traditional brokerage. https://www.seedinvest.com/gatsby/series.a Page 6 of 13

 

 

 

 

123456-1-BA_EX 13 1_PAGE_08.GIF Gatsby - SeedInvest 9/11/20, 9(47 AM Risks and Disclosures We have a limited operating history upon which you can evaluate our performance, and have not yet generated revenues or profits. Accordingly, our prospects must be considered in light of the risks that any new company encounters. The Company was incorporated under the laws of the State of Delaware on February 8, 2018, and we have not yet generated revenue or profits. The likelihood of our creation of a viable business must be considered in light of the problems, expenses, diculties, complications, and delays frequently encountered in connection with the growth of a business, operation in a competitive industry, and the continued development of our technology and platform. We anticipate that our operating expenses will increase in the near future, and there is no assurance that we will generate revenue or become profitable in the near future. You should consider our business, operations and prospects in light of the risks, expenses and challenges faced as an emerging growth company. The auditor included a “going concern” note in its audit report. We may not have enough funds to sustain the business until it becomes profitable. Even if we raise funds through this offering, we may not accurately anticipate how quickly we may use the funds and whether these funds are sucient to bring the business to profitability. Extensive regulation of our industry results in ongoing exposure to significant costs and penalties, enhanced oversight and restrictions and limitations on our ability to conduct and grow our business. The financial services industry, including our business, is subject to extensive regulation by governmental and self-regulatory organizations in the jurisdictions in which we operate. These regulators have broad powers to promulgate and interpret laws, rules and regulations that often serve to restrict or limit our business. The requirements imposed by these regulators are designed to safeguard the integrity of the financial markets and to protect public investors generally rather than the interests of our stockholders, and we could become subject to increased governmental and public scrutiny in the future in response to global conditions and events. The SEC, FINRA, and other authorities extensively regulate the U.S. financial services industry, including most of our operations in the United States. Most aspects of our business, and in particular our wholly-owned subsidiary Gatsby Securities, LLC, a FINRA-licensed broker-dealer, are subject to laws, rules and regulations that cover all aspects of our business, including manner of operation, system integrity, antimoney laundering and financial crimes, handling of material non-public information, safeguarding data, capital requirements, reporting, record retention, market access, licensing of employees and the conduct of ocers, employees and other associated persons. See “The Company’s Business — Regulation,” for a further description of the laws, rules and regulations that materially impact our business. There can be no assurance that we and/or our directors, ocers and employees (including those of our subsidiary, as applicable) will be able to fully comply with these laws, rules and regulations. Any failure to comply with such legal and regulatory requirements could subject us to increased costs, fines, penalties or other sanctions, including suspensions of, or prohibitions on, certain of our activities, revocations of our subsidiary’s licenses or registrations, such as its membership in FINRA and registration as a broker-dealer, or suspension of personnel. Gatsby Securities, LLC, our subsidiary, is subject to regulations under FINRA regarding changes in control of their ownership or organizational structure. These regulations generally provide that prior regulatory approval must be obtained in connection with any transaction resulting in a change in control or organizational structure of the subsidiary, such as changes in direct and indirect ownership or changes in the composition of the board of directors or similar body or the appointment of new ocers, and, may include similar changes that occur at the Company or any of its stockholders that may be deemed to hold a controlling interest as defined by the applicable regulatory body. As a result of these regulations, our future efforts to sell shares or raise additional capital, or to make changes to our organizational structure, may be delayed or prohibited in circumstances in which such a transaction would give rise to a change in control or organizational structure as defined by the applicable regulatory body. Our ability to operate our trading platform or offer our solutions in a particular jurisdiction is dependent on continued registration or authorization in that jurisdiction (or the maintenance of a valid exemption from such registration or authorization). In addition, regulatory approval may be required to expand certain of our operations and activities, and we may not be able to obtain the necessary regulatory approvals on a timely or cost-effective basis, or at all. Even if regulatory approvals are obtained, they may limit or impose restrictions on our operations and activities, and we may not be able to continue to comply with the terms of such approvals. We incur significant costs, and will continue to devote significant financial and operational resources, to develop, implement and maintain policies, systems and processes to comply with our evolving legal and regulatory requirements. Future laws, rules and regulations, or adverse changes to, or more stringent enforcement of, existing laws, rules and regulations, could increase these costs and expose us to significant liabilities. Our regulators generally require strict compliance with their laws, rules and regulations, and may investigate and enforce compliance and punish non-compliance. Many of our regulators, as well as other governmental authorities, are empowered to bring enforcement actions and to conduct administrative proceedings, examinations, inspections and investigations, which may result in increased compliance costs, penalties, fines, enhanced oversight, increased financial and capital requirements, additional restrictions or limitations, censure, suspension or other sanction, such as disgorgement, restitution or the revocation of regulatory approvals. The risks associated with such actions may be dicult to assess or quantify. In the normal course of our business, we have been, and continue to be from time to time, a party to various regulatory proceedings related to compliance with applicable laws, rules and regulations, including audits, examinations and investigations of our operations and activities. Legal and regulatory actions, from subpoenas and other requests for information to potential criminal investigations, may divert management’s attention, cause us to incur significant expenses, including fees for legal representation and costs for remediation efforts, and result in fines, penalties or other sanctions. We may also be required to change or cease aspects of our operations or activities if a legal or regulatory authority determines that we have failed to comply with any laws, rules or regulations applicable to our business and/or otherwise determines to prohibit any of our operations or activities or revoke any of our approvals. In addition, regardless of the outcome, such actions may result in substantial costs and negative publicity, which may damage our reputation and impair our ability to attract and retain clients. Firms in the financial services industry have experienced increased scrutiny in recent years, and penalties, fines and other sanctions sought by governmental and regulatory authorities, including the SEC, the CFTC, the Department of Justice, state securities administrators and state attorneys general in the United States. This trend toward a heightened regulatory oversight and enforcement environment is expected to continue for the foreseeable future, and may create uncertainty and may increase our exposure to scrutiny of our operations and activities, significant penalties and liability and negative publicity. Our reliance on our computer systems and software could expose us to great financial harm if any of our computer systems or software were subject to any material disruption or corruption. We rely significantly on our computer systems and software to receive and properly process internal and external data and utilize such data to generate orders and other messages. A disruption or corruption of the proper functioning of our computer systems or software could cause us to make erroneous trades, which could result in material losses. We cannot guarantee that our efforts to maintain competitive computer systems and software will be successful. Our computer systems and software may fail or be subject to bugs or other errors, resulting in service interruptions or other unintended consequences. If any of these risks materialize, they could have a material adverse effect on our business, financial condition, results of operations and cash flows. Our reliance on our computer systems and software could expose us to great financial harm if any of our computer systems or software were subject to any material disruption or corruption. We rely significantly on our computer systems and software to receive and properly process internal and external data and utilize such data to generate orders and other messages. A disruption or corruption of the proper functioning of our computer systems or software could cause us to make erroneous trades, which could result in material losses. We cannot guarantee that our efforts to maintain competitive computer systems and software will be successful. Our computer systems and software may fail or be subject to bugs or other errors, resulting in service interruptions or other unintended consequences. If any of these risks materialize, they could have a material adverse effect on our business, financial condition, results of operations and cash flows. https://www.seedinvest.com/gatsby/series.a Page 7 of 13

 

 

 

 

123456-1-BA_EX 13 1_PAGE_09.GIF Gatsby - SeedInvest 9/11/20, 9(47 AM We also rely on certain third-party software, third-party computer systems and third-party service providers, including clearing systems, exchange systems, alternate trading systems, order routing systems, internet service providers, communications facilities and other facilities. Any interruption in these third-party services or software, deterioration in their performance, or other improper operation could interfere with our trading activities, cause losses due to erroneous or delayed responses, or otherwise be disruptive to our business. If our arrangements with any third party are terminated, we may not be able to find an alternative source of software or systems support on a timely basis or on commercially reasonable terms. This could also have a material adverse effect on our business, financial condition, results of operations and cash flows. Our products may not gain market acceptance among our target customer demographic. Gatsby is focused on bringing new traders to the market, specifically targeting traders of cryptocurrency. A critical element in our commercialization strategy is to persuade this demographic to use our platform and engage in options trading. This demographic may be unwilling to change from the platforms they are currently using, or the types of trading they are engaging in currently. A number of factors may limit the market acceptance of our platform, including the following: timing of market entry relative to competitive products; extent of marketing efforts by us versus other companies – new or established; and unfavorable publicity concerning our products or similar products. Our inability to successfully commercialize our platform will have a material adverse effect on the value of your investment. We operate in a highly competitive industry that is dominated by several very large, well-capitalized market leaders and is constantly evolving. New entrants to the market, existing competitor actions, or other changes in market dynamics could adversely impact us. The level of competition in the brokerage industry is high, with multiple exceptionally large, well-capitalized competitors holding a majority share of the market, such as Charles Schwab and TD Ameritrade. Specifically, in the commission-free mobile platform brokerage market, platforms such as Robinhood and Webull are significant players, holding a majority of the market. Many of the companies in the brokerage industry have longer operating histories, larger customer bases, significantly greater financial, technological, sales, marketing, and other resources than we do. Further, such companies will be able to respond more quickly than we can to new or changing opportunities, technologies, standards, or client requirements, more quickly develop new products or devote greater resources to the promotion and sale of their products and services than we can. Likewise, their greater capabilities in these areas may enable them to better withstand periodic downturns in the industry and compete more effectively on the basis of price and production. In addition, new companies may enter the markets in which we compete, further increasing competition in the video brokerage industry. If we are unable to effectively compete against current companies and/or new entrants in this space, or business will suffer. Our company does not currently hold any patents on its products or technology. As of the date of this Offering, the Company has not been issued any patents. There is no guarantee that the Company will ever be issued patents on its products or technology. If we are unable to secure patents for our products and technology, other companies with greater resources may copy our technology and/or products, or improve upon them, putting us at a disadvantage to our competitors. We expect to raise additional capital through equity and/or debt offerings to support our working capital requirements and operating losses. In order to fund future growth and development, the Company will likely need to raise additional funds in the future by offering shares of its Common or Preferred Stock and/or other classes of equity, or debt that convert into shares of common or Preferred Stock, any of which offerings would dilute the ownership percentage of investors in this offering. See “Dilution.” Furthermore, if the Company raises capital through debt, the holders of our debt would have priority over holders of common and Preferred Stock and the Company may be required to accept terms that restrict its ability to incur more debt. We cannot assure you that the necessary funds will be available on a timely basis, on favorable terms, or at all, or that such funds if raised, would be sucient. The level and timing of future expenditure will depend on a number of factors, many of which are outside our control. If we are not able to obtain additional capital on acceptable terms, or at all, we may be forced to curtail or abandon our growth plans, which could adversely impact the Company, its business, development, financial condition, operating results or prospects. We are and may continue to be significantly impacted by the worldwide economic downturn due to the COVID-19 pandemic. In December 2019, a novel strain of coronavirus, or COVID-19, was reported to have surfaced in Wuhan, China. COVID-19 has spread to many countries, including the United States, and was declared to be a pandemic by the World Health Organization. Efforts to contain the spread of COVID-19 have intensified and the U.S., Europe and Asia have implemented severe travel restrictions and social distancing. The impacts of the outbreak are unknown and rapidly evolving. A widespread health crisis has adversely affected and could continue to affect the global economy, resulting in an economic downturn that could negatively impact the value of the Company’s shares and investor demand for shares generally. The continued spread of COVID-19 has also led to severe disruption and volatility in the global capital markets, which could increase our cost of capital and adversely affect our ability to access the capital markets in the future. It is possible that the continued spread of COVID-19 could cause a further economic slowdown or recession or cause other unpredictable events, each of which could adversely affect our business, results of operations or financial condition. The extent to which COVID-19 affects our financial results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the COVID-19 outbreak and the actions to contain the outbreak or treat its impact, among others. Moreover, the COVID-19 outbreak has had and may continue to have indeterminable adverse effects on general commercial activity and the world economy, and our business and results of operations could be adversely affected to the extent that COVID-19 or any other pandemic harms the global economy generally. On April 24, 2020, we entered into a Small Business Administration (“SBA”) loan under the Paycheck Protection Program (“PPP”) in the amount of $106,210 with Radius Bank, a member of the Federal Deposit Insurance Corporation. The loan will mature 2 years from the date it was issued (April 24, 2020) and will accrue interest at a rate of 1% per year. The Paycheck Protection Program Flexibility Act of 2020 authorized the Company to apply for forgiveness of the funds utilized over the course of 24 weeks so long as the full-time equivalent stang level remains the same (or increases) and that at least 60% of the funds are utilized to pay payroll costs. The Company subsequently applied for loan forgiveness, and has received a preliminary opinion from Radius Bank that the Company is eligible for loan forgiveness in the amount of $86,573.28 on July 8, 2020. However, the Company has not yet been granted forgiveness of this amount, and the forgiveness will not granted until a final determination is made that the Company utilized the funds in accordance with defined loan forgiveness guidance issued by the government. As such, it is possible that the Company may have to repay the entire balance of this loan. *Please refer to Preliminary Offering Circular for full list of Risk Factors General Risks and Disclosures Start-up investing is risky. Investing in startups is very risky, highly speculative, and should not be made by anyone who cannot afford to lose their entire investment. Unlike an investment in a mature business where there is a track record of revenue and income, the success of a startup or early-stage venture often relies on the development of a new product or service that may or may not find a market. Before investing, you should carefully consider the specific risks and disclosures related to both this offering type and the company which can be found in this company profile and the documents in the data room below. Your shares are not easily transferable. You should not plan on being able to readily transfer and/or resell your security. Currently there is no market or liquidity for these shares and the company does not have any plans to list these shares on an exchange or other secondary market. At some point the company may choose to do so, but until then you should plan to hold your investment for a significant period of time before a "liquidation event" occurs. A "liquidation event" is when the company either lists their shares on an exchange, is acquired, or goes https://www.seedinvest.com/gatsby/series.a Page 8 of 13

 

 

 

 

123456-1-BA_EX 13 1_PAGE_10.GIF Gatsby - SeedInvest 9/11/20, 9(47 AM bankrupt. The Company may not pay dividends for the foreseeable future. Unless otherwise specified in the offering documents and subject to state law, you are not entitled to receive any dividends on your interest in the Company. Accordingly, any potential investor who anticipates the need for current dividends or income from an investment should not purchase any of the securities offered on the Site. Valuation and capitalization. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is dicult to assess and you may risk overpaying for your investment. In addition, there may be additional classes of equity with rights that are superior to the class of equity being sold. You may only receive limited disclosure. While the company must disclose certain information, since the company is at an early-stage they may only be able to provide limited information about its business plan and operations because it does not have fully developed operations or a long history. The company may also only obligated to file information periodically regarding its business, including financial statements. A publicly listed company, in contrast, is required to file annual and quarterly reports and promptly disclose certain events — through continuing disclosure that you can use to evaluate the status of your investment. Investment in personnel. An early-stage investment is also an investment in the entrepreneur or management of the company. Being able to execute on the business plan is often an important factor in whether the business is viable and successful. You should be aware that a portion of your investment may fund the compensation of the company's employees, including its management. You should carefully review any disclosure regarding the company's use of proceeds. Possibility of fraud. In light of the relative ease with which early-stage companies can raise funds, it may be the case that certain opportunities turn out to be money-losing fraudulent schemes. As with other investments, there is no guarantee that investments will be immune from fraud. Lack of professional guidance. Many successful companies partially attribute their early success to the guidance of professional early-stage investors (e.g., angel investors and venture capital firms). These investors often negotiate for seats on the company's board of directors and play an important role through their resources, contacts and experience in assisting early-stage companies in executing on their business plans. An early-stage company may not have the benefit of such professional investors. Representatives of SI Securities, LLC are aliated with SI Advisors, LLC ("SI Advisors") Representatives of SI Securities, LLC are aliated with SI Advisors, LLC ("SI Advisors"). SI Advisors is an exempt investment advisor that acts as the General Partner of SI Selections Fund I, L.P. ("SI Selections Fund"). SI Selections Fund is an early stage venture capital fund owned by third-party investors. From time to time, SI Selections Fund may invest in offerings made available on the SeedInvest platform, including this offering. Investments made by SI Selections Fund may be counted towards the total funds raised necessary to reach the minimum funding target as disclosed in the applicable offering materials. Gatsby's Gatsby Preliminary Offering Circular The offering circular is the legal document filed with the SEC for a Regulation A offering and provides facts that an investor needs to make an informed investment decision. The offering circular includes an overview of company and company's business, historical financials and capitalization, and key risk factors. Download Gatsby's Gatsby Preliminary Offering Circular here. Data Room NAME LAST MODIFIED TYPE Financials (1 file) Feb 15, 2020 Folder Fundraising Round (1 file) Feb 15, 2020 Folder Miscellaneous (4 files) Feb 15, 2020 Folder Gatsby Deal Updates https://www.seedinvest.com/gatsby/series.a Page 9 of 13

 

 

 

 

123456-1-BA_EX 13 1_PAGE_11.GIF Gatsby - SeedInvest 9/11/20, 9(47 AM Monthly Reg A+ Webinar | Thursday, October 1st at 4pm ET Watch here: https://attendee.gotowebinar.com/register/1339910356116617995 Septemb er 8 0  Gatsby to launch options spreads on trading platform Gatsby just announced it will be rolling out options spreads in Q4. The company is on a mission to make options trading accessible and trans… Septemb er 1 0  Meet Gatsby's Co-Founders & Co-CEOs Ryan Belanger-Saleh and Jeff Myers, Co-Founders and Co-CEOs of Gatsby, have each spent their careers at the intersection of finance and tech… Septemb er 1 0  Gatsby First Investor Webinar | Thursday, August 27th at 4pm ET Watch here: https://attendee.gotowebinar.com/register/1403374169792613899 August 19 0  2 Join the Conversation Sign up or log in to join the discussion. Arvind T. · 1 day I see the app is very basic as of now when are you planning to release next major updates?? I see you have long way to go at least from app Prospective ... asking from a user point of view. Do you plan to add stocks as well in futures or just options? How do you generate profits with out any fees? Did you find this comment... Helpful 0 Unhelpful 0 Ryan B. · Team Member · 1 day 0 https://www.seedinvest.com/gatsby/series.a Page 10 of 13

 

 

 

 

123456-1-BA_EX 13 1_PAGE_12.GIF Gatsby - SeedInvest 9/11/20, 9(47 AM Hey Arvind, thanks for the questions! We've got a ton of new functionality coming this month. We're releasing multi-leg / Spreads trading into private beta on Monday of next week. We'll be sending out an announcement to the SeedInvest community to get early access. We're also adding equities trading later this month. On top of that we've got a ton of new social and trading features coming this year as well as fractional options trading (which is a much larger initiative and could bleed into next year). Our revenue model, like all commission free brokerage platforms, is primarily through Payment for Order Flow (PFOF). You can see more information on this in our deck and offering circular but in short, retail options order flow averages roughly $0.55 / contract in gross revenue in PFOF rebates from market makers, exchanges and consolidators. We do earn some additional revenue from stock loan and cash deposits as well. Muhan Z. · 3 days Hi Gatsby Team, Congrats on raising more than the minimum. I passed on the deal, but wanted to put my reasons for passing here so you could address them in case any other investors are worried about similar things. 1. Valuation: $25mm is a tall order for something pre-revenue. 2. Pre-revenue: How is it that you are pre-revenue if you should be making money from PFOF from options trading? 3. Robinhood: I understand read your comments about why Robinhood has "options" as a "bolt-on." My concern is if your business model is identical (PFOF,) and the rebates are 250x, I really am concerned that Robinhood does to you what Facebook did to Snapchat with Instagram Stories and TikTok with Instagram Reels. Bests, Muhan https://www.muhanzhang.com/gatsby/ Did you find this comment... Helpful 1 Unhelpful 0 Ryan B. · Team Member · 3 days 0 Hey Muhan, thanks for posting. Copying the valuation calculation from another response below. Regarding pre / post revenue, you'll see mentioned in the offering circular that there is a substantial clearing deposit that is required by our clearing broker in order to route orders and collect PFOF rebates which we plan to do immediately following the Series A. To your third point, I think that's a valid concern. There genuinely is a lack of competition in the retail options space right now. The reasoning for that aside, Gatsby will need to capitalize on our early mover advantage. The regulated nature of the brokerage industry and the esoteric nature of options does provide some semblance of a moat but the bottom line is, in retail brokerage, customers gravitate towards the platform with the best toolset for their trading habits making it imperative that we're continuously innovating. The valuation calculation uses the "terminal value / comps" method. We take the historical comps of the last generation of "options focused" brokers (OptionsHouse, OptionsXpress and ToS, and some others) who all had around 100k accounts at exit and roughly $600m-$1b valuations. We should cross 10k accounts this month, so in the order of 10% of the way there. From there we factor in current and projected revenue and customer LTV as well as a number of other factors. This method is generally the one used in the brokerage industry. Sudharsan N. · 4 days In one of the question related to valuation it was mentioned that we are expecting to cross 10k accounts by end of August. Did we cross that number ? Did you find this comment... Helpful 0 Unhelpful 0 Ryan B. · Team Member · 4 days 0 Hey Sudharsan, I got a bit overly optimistic :) We're north of 9700 so should cross 10k this week or early next. We'll send out an announcement shortly after we do. Thanks! View More Posts https://www.seedinvest.com/gatsby/series.a Page 11 of 13

 

 

 

 

123456-1-BA_EX 13 1_PAGE_13.GIF Gatsby - SeedInvest 9/11/20, 9(47 AM Frequently Asked Questions About Reg A Offerings What does it mean that the SEC has qualified this offering? "The SEC has qualified this offering" means the SEC has permitted Gatsby to offer for sale the securities described in the Offering Circular to investors such as you. The SEC is not judging the merits, accuracy, or completeness of the offering and information in the Offering Circular. Making an Investment in Gatsby How does investing work? When you complete your investment on SeedInvest, your money will be transferred to an escrow account where an independent escrow agent will watch over your investment until it is accepted by Gatsby. Once Gatsby accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to Gatsby in exchange for your securities. At that point, you will be a proud owner in Gatsby. What is the difference between preferred equity and a convertible note? Preferred equity is usually issued to outside investors and carries rights and conditions that are different from that of common stock. For example, preferred equity may include rights that prevent or minimize the effects of dilution or grants special privileges in situations when the company is sold. A convertible note is a unique form of debt that converts into equity, usually in conjunction with a future financing round. The investor effectively loans money to a startup with the expectation that they will receive equity in the company in the future at a discounted price per share when the company raises its next round of financing. To learn more about startup investment types check out “How to Choose a Startup Investment” in our academy. What will I need to complete my investment? To make an investment, you will need the following information readily available: 1. Personal information such as your current address and phone number 2. Employment and employer information 3. Net worth and income information 4. Social Security Number or passport 5. ABA bank routing number and checking account number (typically found on a personal check or bank statement) What if I change my mind about investing? Until a closing occurs, you may cancel your investment at any time, for any reason. You will receive an email when the closing occurs and your securities have been issued. If you have already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. To cancel your investment, please go to your portfolio page by clicking your profile icon in the top right corner. After My Investment How can I sell my securities in the future? Currently there is no market or liquidity for these securities. Right now Gatsby does not plan to list these securities on a national exchange or another secondary market. At some point Gatsby may choose to do so, but until then you should plan to hold your investment for a significant period of time before a “liquidation event” occurs. A “liquidation event” is when Gatsby either lists their securities on an exchange, is acquired, or goes bankrupt. How do I keep track of this investment? You can return to SeedInvest at any time to view your portfolio of investments and obtain a summary statement. Other General Questions What is this page about? This is Gatsby's fundraising profile page, where you can find information that may be helpful for you to make an investment decision in their company. The information on this page includes the company overview, team bios, and the risks and disclosures related to this investment opportunity. You will also find a copy of the Gatsby's Offering Circular, which has been qualified by the SEC. The Offering Circular includes important details about Gatsby's fundraise that you should review before investing. What are the risks of this investment? This investment is highly speculative and should not be made by anyone who cannot afford to risk the entire investment amount. In addition to these risks, you should carefully consider the specific information and risks disclosed in Gatsby’s profile and Offering Circular. https://www.seedinvest.com/gatsby/series.a Page 12 of 13

 

 

 

 

 

 

Exhibit 13.2

 

EXHIBIT 13.2_EX 13 2_PAGE_01.GIF OPTIONS TRADING FOR A NEW GENERATION. trygatsby.com | Q2 2020

 

 

 

EXHIBIT 13.2_EX 13 2_PAGE_02.GIF THE COMPANY IS “TESTING THE WATERS” UNDER REGULATION A UNDER THE SECURITIES ACT OF 1933. THIS PROCESS ALLOWS COMPANIES TO DETERMINE WHETHER THERE MAY BE INTEREST IN AN EVENTUAL OFFERING OF ITS SECURITIES. THE COMPANY IS NOT UNDER ANY OBLIGATION TO MAKE AN OFFERING UNDER REGULATION A. IT MAY CHOOSE TO MAKE AN OFFERING TO SOME, BUT NOT ALL, OF THE PEOPLE WHO INDICATE AN INTEREST IN INVESTING, AND THAT OFFERING MIGHT NOT BE MADE UNDER REGULATION A. IF THE COMPANY DOES GO AHEAD WITH AN OFFERING, IT WILL ONLY BE ABLE TO MAKE SALES AFTER IT HAS FILED AN OFFERING STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC) AND THE SEC HAS “QUALIFIED” THE OFFERING STATEMENT. THE INFORMATION IN THAT OFFERING STATEMENT WILL BE MORE COMPLETE THAN THE INFORMATION THE COMPANY IS PROVIDING NOW, AND COULD DIFFER IN IMPORTANT WAYS. YOU MUST READ THE DOCUMENTS FILED WITH THE SEC BEFORE INVESTING. NO MONEY OR OTHER CONSIDERATION IS BEING SOLICITED, AND IF SENT IN RESPONSE, WILL NOT BE ACCEPTED. NO OFFER TO BUY THE SECURITIES CAN BE ACCEPTED AND NO PART OF THE PURCHASE PRICE CAN BE RECEIVED UNTIL THE OFFERING STATEMENT FILED BY THE COMPANY WITH THE SEC HAS BEEN QUALIFIED BY THE SEC. ANY SUCH OFFER MAY BE WITHDRAWN OR REVOKED, WITHOUT OBLIGATION OR COMMITMENT OF ANY KIND, AT ANY TIME BEFORE NOTICE OF ACCEPTANCE GIVEN AFTER THE DATE OF QUALIFICATION. AN INDICATION OF INTEREST INVOLVES NO OBLIGATION OR COMMITMENT OF ANY KIND. AN OFFERING STATEMENT REGARDING THIS OFFERING HAS BEEN FILED WITH THE SEC. YOU MAY OBTAIN A COPY OF THE PRELIMINARY OFFERING CIRCULAR THAT IS PART OF THAT OFFERING STATEMENT FROM: GATSBY DIGITAL, INC. 1-203-8-GATSBY 28 Liberty St F6, New York, NY 10005 OR AT https://www.sec.gov/cgi-bin/browse-edgar?CIK=1815414 THIS PRESENTATION MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS BASED INFORMATION CURRENTLY AVAILABLE AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS AS THEY CONTAIN HYPOTHETICAL ILLUSTRATIONS OF MATHEMATICAL PRINCIPLES, ARE MEANT FOR ILLUSTRATIVE PURPOSES, AND THEY DO NOT REPRESENT GUARANTEES OF FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE, OR ACHIEVEMENTS, ALL OF WHICH CANNOT BE MADE. MOREOVER, NO PERSON NOR ANY OTHER PERSON OR ENTITY ASSUMES RESPONSIBILITY FOR THE ACCURACY AND COMPLETENESS OF FORWARD-LOOKING STATEMENTS, AND IS UNDER NO DUTY TO UPDATE ANY SUCH STATEMENTS TO CONFORM THEM TO ACTUAL RESULTS.

 

 

 

EXHIBIT 13.2_EX 13 2_PAGE_03.GIF Options markets are exploding. - $14T+ of options contracts traded in 2019. 2020 on pace to shatter that. *Cboe historical data - When young people trade options they trade like crazy*, but 94% haven’t started. *E-Trade Financial survey - Options are perfect for young investors who have smaller accounts, higher risk tolerance and an appetite for leverage.

 

 

 

EXHIBIT 13.2_EX 13 2_PAGE_04.GIF Introducing Gatsby, options trading tailored for a new generation of investors. Simple, Social Free. and

 

 

 

EXHIBIT 13.2_EX 13 2_PAGE_05.GIF Our Customers. We’re targeting a new generation of options traders that are cheap to acquire, trade daily and love to trade with friends. - Average age of a Gatsby trader: 28... (vs ~55 years old on E-Trade) - Low cost per acquisition via targeted ads, affiliate marketing, and press (targeting crypto / penny stock traders) - Appreciate a straightforward interface, no commissions, a rewards program, and the ability to trade with friends.

 

 

 

EXHIBIT 13.2_EX 13 2_PAGE_06.GIF Engagement Use the app: Place a trade (funded accounts): Monthly 82% Monthly 75% Weekly 50% Weekly 43% Daily 18% Daily 19% More than once / day 14% More than once / day 15% More than 10x / day 6%

 

 

 

EXHIBIT 13.2_EX 13 2_PAGE_07.GIF Unit Economics All commission-free brokers monetize via Payment for Order Flow (PFOF). Options order flow is extremely valuable (worth 250x equities) and Gatsby’s hyper retail order flow is among the highest value in the industry. Gatsby order flow: - - - - - - - 55% - Market orders 45% - Single lot orders (one contract) $1024 - Average Account balance 95% - Orders are < 50 Delta Top tickers: AAPL, TSLA, SPCE, SPY < 25% - SPY orders Options accounts are valued at ~10x equities accounts

 

 

 

EXHIBIT 13.2_EX 13 2_PAGE_08.GIF Clear Path to a Profitable Zero-commission Model User Acquisition: LTV: Path to profitability reflects management’s current views and are meant for illustrative purposes. They do not represent guarantees of future results, levels of activity, performance, or achievements, all of which cannot be made. Detailed financial projections will be made available in the data room for additional review once the offering is qualified and made available for investment. * Not including revenue from float or Gatsby Gold * Assumes routing away * LTV calculation assumes churn extrapolated from current levels Avg trades / week / user 2.83 Avg contracts / trade 4.28 Avg contracts / funded client / annually 630 Avg PFOF / contract $0.55 Yearly Gross Revenue per Client $346.66 LTV (Gross Revenue) $674.82 LTV (Net Revenue) $593.29 Cost / Install $5.33 Cost / Sign-up $13.17 Cost / Approved account $23.21 Cost / Funded account $71.06

 

 

 

EXHIBIT 13.2_EX 13 2_PAGE_09.GIF Growth Breakeven Current: - - - - Launched: Dec 2019 7,000+ accounts 100,000+ contracts traded $186,000 annual revenue run rate* Projected Breakeven (Q2 2021): - - - 35,000 accounts 499,000 contracts traded / month $3,544,704 annual revenue run rate * Current revenue is unrealized because we have not put up our $1m clearing deposit with our clearing broker and are unable to route away. We expect this to take place immediately following the Series A (see slide 11). These statements reflect management’s current views based on information currently available and are subject to risks and uncertainties that could cause the company’s actual results to differ materially. Investors are cautioned not to place undue reliance on these forward-looking statements as they are meant for illustrative purposes and they do not represent guarantees of future results, levels of activity, performance, or achievements, all of which cannot be made. Moreover, no person nor any other person or entity assumes responsibility for the accuracy and completeness of forward-looking statements, and is under no duty to update any such statements to conform them to actual results.

 

 

 

EXHIBIT 13.2_EX 13 2_PAGE_10.GIF Gatsby API A Free Options Trading API for Developers / Traders / Anyone - - Options trading rails via an API Real-time market data including chain / underlier quotes Zero-commission single / multi-leg order execution Social / community integration Revenue driver: Gatsby monetizes additional order flow Launching: Q2 2020 with 2 beta partners. - - - -

 

 

 

EXHIBIT 13.2_EX 13 2_PAGE_11.GIF Use of Proceeds Clearing deposit: - - $1,000,000 Allows us to route order flow and unlock revenue Initiatives: - - - Fund operations to profitability Grow team Build out product including multi-leg orders, spreads, additional social features and web platform. Invest in new UA channels. Series B will take place after profitability. - -

 

 

 

 

 

 

EXHIBIT 13.2_EX 13 2_PAGE_13.GIF Team (10 full-time) JEFF MYERS - Co-CEO Led digital product at CNBC / NBC. Co-founder of Dealtable.com (acquired). RYAN BELANGER-SALEH - Co-CEO 10 yrs experience building successful fintech startups including Dealtable.com (acquired). Board Member: Alex Wohl - Founder Former Goldman MD; ran derivatives trading businesses at large and small companies. Davis Gaynes - President 25 yrs building fintech companies. Former board member of Instinet, former board of Reuters USA. Steve Streit Founder of Green Dot ($GDOT) Jeffrey Kleiss - CTO Formerly engineer at Apex Clearing, Amazon Peter Quinn - COO Formerly founder of Public.com Olga Trigub - Front-end developer Backed by:

 

 

 

 

Introducing Gatsby, a brokerage for a new generation of investors.

https://www.youtube.com/watch?v=IEf92KAh3Os&feature=youtu.be

 

Ah hey, I didn't see you there. I'm Ken Bone, the undecided voter, and when I trade options, I like to use Gatsby. Our mission is to build a trading experience tailored to a completely new generation of investors. We love options, and we love building better interfaces and better tools for others to trade them. Gatsby is demystifying options through a jargon free, a commission free, beautiful options trading interface on Android and iOS. Stocks are boring, especially with a small account, you can't really move the needle when you're trading equities, but options add a layer of complexity and leverage that this new generation of traders are craving. Companies are staying private longer, which keeps retail investors out of some of the fastest growing opportunities. And being an investing platform whose mission is to democratize access to the markets, it felt right to invite our users to join us on our journey. Happy trading, I'll see you in the Bone Zone.

 

 

 

Exhibit 13.3

 

 

EXHIBIT 13.3_EX 13 3_PAGE_01.GIF 9/11/20

20 SI CRM Upcoming Webinar Gatsby's First Webinar & Exclusive Investor Perks Join Gatsby's Co-CEO Ryan Belanger-Saleh for an investor webinar this Thursday, August 27th at 4pm ET for the opportunity to discuss the company and answer questions from the crowd. Gatsby is aiming to democratize the options markets with a simple, social, and gamied options trading app. REGISTER Exclusive Reservation Investor Perks https://crm.private.seedinvest.com/email_campaigns/email_campaign/7605 1/2

 

 

 

EXHIBIT 13.3_EX 13 3_PAGE_02.GIF 9/11/2020 SI CRM All investors who reserve shares and later purchase their reserved shares will receive one tier above their regular investment perk tier. For example, a reservation of $1.000 - $,4999 will earn perks for the $5,000 - $14,999 tier. Learn more. Questions? Email us. We're happy to help. You are receiving this email because you are a registered user on SeedInvest. If you would like to stop receiving invitations to events, unsubscribe here. If you would like to stop receiving all SeedInvest marketing emails, including deal introductions, newsletters, event invitations, and new product announcements, please unsubscribe here. Please note you will still receive investment conrmation emails and all other transactional emails related to activities on your account. It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment. Gatsby is accepting reservations for an Offering under Tier II of Regulation A. No money or other consideration is being solicited, and if sent in response, it will not be accepted. No sales of securities will be made or commitment to purchase accepted until qualication of the offering statement by the Securities and Exchange Commission (the “Commission”) and approval of any other required government or regulatory agency. A reservation is non-binding and involves no obligation or commitment of any kind. No offer to buy securities can be accepted and no part of the purchase price can be received without an Offering Statement that has been qualied by the Commission. A Preliminary Offering Circular that forms a part of the Offering Statement has been led with the Commission, a copy of which may be obtained from Gatsby: https://www.seedinvest.com/gatsby Copyright © 2020 Circle Internet Financial Limited (“Circle”), All rights reserved. This communication is intended solely for the use of the individual(s) to whom it was intended to be addressed. If you are not the intended recipient of this message you are hereby notied that any review, dissemination, distribution or copying of this message is strictly prohibited. This communication is for information purposes only and should not be regarded as a recommendation of, or an offer to sell or as a solicitation of an offer to buy, any nancial product. Investments are offered only via denitive transaction documents and any potential investor should read such documents carefully, including all risks, before investing. Startup investments involve a high degree of risk and those investors who cannot hold an investment for the long term (at least 5-7 years) or afford to lose their entire investment should not invest in startups. All securities-related activity is conducted by SI Securities, LLC dba SeedInvest, an afliate of Circle, and a registered broker-dealer, and member FINRA/SIPC, located at 61 Broadway, Suite 1705, New York, NY 10006. To learn more about investing in startups and its risks visit www.seedinvest.com/academy . https://crm.private.seedinvest.com/email_campaigns/email_campaign/7605 2/2

 

 

 

Option Trading for a New Generation – Webinar Transcript

 

Lauren: Hi, everyone. Thank you so much for taking the time to join us today for our investor webinar with Gatsby. My name is Lauren, and I’m part of the venture growth team here at SeedInvest. Today, we are joined by the co-CEO and co-founder of Gatsby for the company’s first individual webinar.

 

Gatsby is democratizing the options markets with a simple social and gamified options trading app. Ryan will pitch the investment opportunity and then answer questions from the crowd. If you have any specific questions that you would like for him to answer, feel free to type them into the questions box on the right-hand side control panel. Ryan, the floor is yours.

 

Ryan: Thank you, Lauren. Hello, everyone. Thanks for joining. Hope everyone is doing well. In the interest of keeping enough time at the end for Q&A, I’m going to try to keep the presentation short. But I figured probably a good place to start is like with some backstory and some history on Gatsby and how we came to these.

 

So I actually did not start my career in trading or derivatives. I started my career in investment banking, and graduated school in 2011, and spent the first sort of four years of my career doing boutique finance. So shipping debt, re-structured, re-performing loans, all kinds of creative investment banking. But in 2014, I started a company called Dealtable.com, with my current co-founder, Jeff, and we launched that and grew it. And then in 2018, we sold it. And part of the deal when we sold it was a pretty aggressive non-compete.

 

So I kind of said, I have to get out of the private placement investment banking world. So I kind of looked around and said, “What do I want to do next? I have to move into the public markets because I can’t do anything in private placement.” And at the time, the flavor of the week was zero commission trading. But what I realized was that every FinTech in the world was rushing into zero commission equities trading, including Robinhood and SoFi, and Stocktwits and Square, and everybody else. And everybody was sort of leaving options behind. And that was a shame to me, because options are clearly uniquely in line with how young investors trade. They like risk, they like leverage, they like to bet against things. And by and large, they don’t invest in options. So by some accounts, it’s as low as 5% of traders under 40 that will ever buy an options contract.

 

So that’s sort of what we set out to change. And on top of that, the options markets are just kind of blowing up. We’ve had sort of two decades now of unfettered growth in the markets including a massive spike this year obviously around the Coronavirus volatility, and we sort of put two and two together and said, “What’s the solution here to sort of bridge the language gap and get young people trading options?” And so that kind of brought Gatsby into fruition, and we set out to build a jargon free, simple, social and obviously, free options trading platform.

 

So our customers are who you’d expect them to be. They’re young, the average age is 28 years old. Obviously, because they’re young, they’re cheap to acquire. They are by and large, former sort of the largest bucket of who the cohorts are, and our user base are, former crypto and former day traders. So generally, these are people who have some financial literacy, some understanding of trading, really like volatility, really like day trading, but don’t get what they need out of existing securities.

 

 

 

 

And in line with these younger users, our average account balance is relatively small. So our average trader has about $1,000 with Gatsby, but the coolest thing about options is that there’s just so much revenue potential in a zero commission world in options that doesn’t exist in the equities world. So by most accounts options…So all zero commission brokers monetize through something called “Payment for Order Flow,” which is where you receive rebates in exchange for providing liquidity.

 

And the payment for order flow on options is some 250 times what it is on equities. So there are orders of magnitude more monetizable than equities. And uniquely, our order flow being sort of hyper retail, for lack of a better term, is uniquely valuable. So the most valuable orders are smaller order sizes, market orders, high volatility names, low delta names, And that’s really what Gatsby’s order book tends to look like. And because of the revenue potential and the low customer acquisition costs, we have a really strong LTV to customer acquisition ratio. So we actually have in the order of an eight to one ratio between net revenue, LTV and the cost of acquiring customers.

 

So our growth has been has been strong. So, in 2019, we raised a $3 million seed round, we applied to get our broker dealer license, we built a product, we integrated with our clearing broker. And sort of with all of that minutia behind us, got our launch out the door in late December 2019, which was obviously kind of perfect timing, with the volatility insanity setting in Q1 and Q2 of 2020.

 

So we sort of rode that tailwind, we put about 9000 accounts on the board. So far this year, we think very likely we’ll cross 10,000 accounts sometime early next month. And the kind of interesting thing is that because of the revenue potential in the payment for order flow rebates that we can drive, Gatsby doesn’t have to be yet another loss leading, money losing FinTech app. That really isn’t our intention. We really don’t want to build another product that fosters unfettered growth and just tries to put millions of users on the board and figure out how to monetize them down the line. So the actual breakeven point in our modeling is about 35,000 account. So it’s both manageable, but also really exciting that there’s such revenue potential here.

 

And sort of philosophically, we really want Gatsby to be a company that demonstrates that the zero-commission model works. And so part of that is getting to an earnings positive state as quickly as possible. And it is our intention, actually to raise our B round from a cash flow positive stance. That’s a big part of Gatsby’s philosophy going forward. And we have a whole bunch of things on our roadmap, sort of the obvious blocking and tackling features that an options brokerage would build. We’re going to launch a really interesting take on spreads and on margin, on covered selling. We’re launching equities trading, obviously, we’re launching crypto trading. They’re just sort of the basic things that everybody needs. We are launching a really cool free options, trading API. So that’s currently in beta – plan to roll that out to general availability later in the year. But basically, a free options trading API for algo traders, software developers, anybody that wants to trade options without using the Gatsby interface.

 

 

 

 

And there’s a couple of really sort of novel initiatives in the option space that we’re excited about that are more longer-term projects, the biggest of which being that we’re really trying to work towards what is effectively fractional options. So the number one hurdle for new options traders, getting into the options markets is just simply the fact that to buy an options contract, you have to control 100 shares of the underlier. That’s a huge barrier to entry for new traders and young traders with small accounts.

 

So we’re working with our clearing broker, and we’re really pushing towards being able to actually offer one share options contracts. And effectively, the way we’re doing that is applying a lot of the same ideology that one applies to fractional equities trading. So you’re in the more liquid names and in the more liquid contracts. We really want to be able to offer customers the ability to buy a single share options contract. We have a crack team. We’ve got people from all over the industry in the tech world. There’s myself and my co-founder, Jeff, who I mentioned started my last company together. We’ve got former Goldman MD, former Instinet MD. Our COO is the founder of Public.com, who came over to join us after he left Public. Our CTO is former Amazon, but actually former Apex Clearing, which is awesome. He’s been perfectly...He actually knows the ins and outs of clearing and application development.

 

Our largest investor and one of the members of our board is Steven Streit, who is the founder of Dreen Dot. And then we’re backed by a nice mix of investors. What was really important to us was being able to create a nice balance between industry experience and venture capital tech experience. So we have a lot of banks, and a lot of the angels from within the industry as well as some sort of more traditional venture tech like Irish Angels, Plug and Play, Rosecliff tech stars.

 

So I mentioned I’ll keep it short. So that’s the gist of it. I think it’s probably best to turn it over to some questions.

 

Q&A

 

Lauren: Great, thanks so much. Yeah, again, anyone that has a question, feel free to type it into the questions box. First question we have right here. Who would you consider are your top competitors?

 

Ryan: Yeah. So the obvious elephant in the room is Robinhood, and Robinhood has done an amazing job of bringing young new traders to the market. It is sort of coming to the point where Robinhood is yet another large wire house. It’s been years since they’ve launched new features. And to them, options really are an afterthought, just like they are to E*Trade and TD Ameritrade and kind of everybody else. And so they sort of treat options as a really nice revenue driver, but don’t push into actually building out tools and features to focus heavily on options.

 

 

 

 

And historically, there have always been options focused brokerage platforms. So back in the 2009/2010 era, there was Options House, Options Express, Thinkorswim, all heavily options focused, and in the last 10 years, they’ve all got gobbled up by the big wire houses, and that is where we see sort of the dearth in the environment, is that there is actually a lack of options focus. We don’t expect it to last. We do think that the writing is on the wall with just the... I mean, you read Robinhood’s 606 Report, and it’s really easy to see how they are driving 70 plus percent of the revenue from options payment for order flow. So we don’t expect that to last. We do feel like we have a really nice first mover advantage here. But for now, for the time being Robinhood is the obvious one.

 

Lauren: Can you discuss your sales and marketing strategy and how you plan to grow your user base?

 

Ryan: So, the adage in the FinTech world is that it’s like a three-legged stool. So obviously, the first component is paid marketing. We do a lot of ad, and we’re getting very good at it. We advertise on all the major channels, we experiment on every alternative channels: podcast, TikTok, Reddit. The majority of our ad spend goes into Facebook and Google. The second leg of the stool is sort of press which is very enigmatic and very difficult to drive on your own, but as you grow and as you sort of build a name for yourself, that kind of tends to come inbound. But that’s definitely a huge part of keeping your customer acquisition costs low as the paid marketing channels start to their ceiling.

 

And then the third part is something that Robinhood did an amazing job at, which is referral and affiliate marketing. So we do run an affiliate program now where we sort of incentivize influencers to turn their viewers and their customers into Gatsby. But the coolest thing that Robinhood did was this - you get a free share of stock for inviting a friend. We love it, everybody’s copied it. We want to do it in kind of a different way. So effectively, what we want to do is create a competitive angle. So if somebody loves Tesla, and comes in and buys a call on Tesla, and then invites their friend in and their friend is sort of less of a Tesla Kool Aid drinking Tesla believer, then they would invite their friend in, when their friend signs up and funds, their friend would get the point, right. So effectively, you’re creating competition, and one of the two of you is going to end up being right. It’s kind of an interesting way to do it. We’re still working out the kinks, especially from the compliance side, but that’s effectively how we want to do that. But by and large, that’s the general three-legged stool of FinTech user acquisition.

 

Lauren: Why did you choose to do your offering on SeedInvest versus a more traditional route?

 

Ryan: Yeah. That is a very good question. So, the first time around, we did raise from venture capital. There’s the obvious answer that Coronavirus has just made venture capital much more risk averse. So, venture capital, when things tend to look dicey, tends to sort of move later stage and focus on shoring up their existing portfolio and focus less on new deals. Additionally, I come from the private placement space, I really do believe in the merits of these new exemptions and the ability to sort of have companies sort of go public or quasi public earlier on in their lifecycle. I could sort of talk all day about the ethics of what the public markets have become, but in large part, they have sort of become a landing pad for private equity and venture capital money. So you’re even super late stage venture that comes into the game at the 11th hour, and then sort of unloads their shares onto the private markets. And just sort of from a personal standpoint, I really don’t love that model. And I really think it’s healthy for companies to start involving both their user base and the public much earlier in their lifecycle.

 

 

 

 

Lauren: What will drive your revenue?

 

Ryan: Yeah, so the obvious answer is payment for order flow rebates. That’s the meat and potatoes of it. It is now and will be the lion’s share of our revenue going forward. There is other sort of secondary revenue. We make interest on floats, any cash balance that’s sitting in customers’ accounts. We make money from obviously stock loan. One thing we absolutely want to do is create sort of a gold, you know, a Gatsby gold premium account where users who want either deeper market data or instant access to funds or additional research or tools or whatever can sort of pay some $5 a month and get that. That’s what most sort of Neo brokers do, but the lion’s share of our revenue and in our modeling to date is in payment for order flow.

 

Lauren: What particular options features do you have that competitors don’t?

 

Ryan: So the answer is there’s tons of things, and I could get into all of the various nuanced things. You all these payout calculators, we have really advanced guard rails and suitability rails that prevent customers from getting themselves into trouble. We have this really cool cash settlement feature that basically you don’t have to deal with assignment or expiration on long options.

 

The obvious big one is social, and we really want to dive in as deep as we can on the social trading. In the States, the regulation around social trading is a little strict. The regulators tend to not love the idea of copycat trading, but to me, we tend to be very conservative from a compliance standpoint, but to the extent that the regulation allows you want to dive headlong into the social stuff.

 

Also, the coolest – my favorite differentiator from Robinhood is that because options payment for order flow is so valuable, and so lucrative, we actually can share it with our customers. So we are the only major brokerage that actually pays out rewards to our users. So if there sort of some nuance to it, it depends on what the customer buys and how many contracts they buy and what the mechanics are of the order. We actually share – we call it Gatsby Rewards—and we actually share the payment photo flow revenue back with the customer. Not something that Robinhood or anybody else does at this point.

 

And that is unique to Gatsby, because we’ve built ourselves from the ground up trying to be a brokerage that demonstrates the zero-commission model. So we aren’t…This isn’t a…Because we have, we focus very heavily on cost mitigation and keeping our overhead low and being able to automate as much as possible, we’re able to actually share PFOF rebates back with customers that instead of having to use that to offset our losses elsewhere in the business, so those are the big ones.

 

 

 

 

Going forward fractional options, not something Robinhood or any self-clearing broker would be able to do in the short term. Our take out spreads is extremely unique. We’re really excited to get that out the door so people can see what we’ve done as a really unique take on spreads about getting rid of the jargon and making this something that you can get your head around. But it’s sort of a fire hose answer, but there’s a there’s a good number of differentiators.

 

Lauren: Do you expect to attract more savvy options traders? Or are you focused on the newbie retail trader market?

 

Ryan: Definitely a good question. So we see the world pretty much identically to how Robinhood laid it out in front of us. Robinhood did an amazing job of capturing new users and then maturing with them. And that is something we absolutely want to do. It’s pretty much the cornerstone of their model; it’s how they were able to acquire accounts for $40, and then grow them into long term wealth and asset gathering account.

 

So our plan, you know, obviously, in the options industry, large trading volume comes from your top 10 to 20% of traders, and that is, “the whales drive the volume” is sort of the adage. But what we really want to do is we want to take our users and get them into options and then mature with them and grow up with them and add additional features as they get more sophisticated.

 

So we’re working on this thing called Dynamic Suitability, which basically is like a sort of dynamic way of seeing what a customer does, watching their browsing and trading behavior and then actually opening up new features to them. So opening up level three spreads when somebody has sort of demonstrate that they’ve got a good grasp on level one and level two. So, that is effectively one of the areas where we want to sort of follow in Robinhood’s footsteps, but the basis of it is you acquire customers, you sort of bring a new audience into the industry, the option space, and then you mature with them.

 

Lauren: How do you plan to educate people about your options in marketing? The average person understands buying and holding stock, but options trading is different.

 

Ryan: Totally. Yeah. And we so education is the cornerstone of every brokerage that’s ever succeeded in the past. It’s how Thinkorswim got where they are, it’s how TD Ameritrade got where they are. If your customers are going in blind and they aren’t making sensible trades, they’re going to lose money and you’re going to have a high churn rate, which is in nobody’s interest.

 

We have a sort of unique take on education, in that, we…I guess, being a millennial, myself, I am pretty negative about people’s desire to read. So we really think that throwing reading material at people is a very ineffective way of getting them to learn. That’s not how, you know, I learned to play instruments not by reading a book on music theory, the way I learned to play instruments is I learned some songs and picked it up and learn the theory from there and eventually got good at it.

 

So we do have a very learn by doing approach. And we want our customers to come in and not feel intimidated but at the same time, push them towards more logical stuff. Additionally, we also feel like trying to make the learning happen solely on your platform is a little bit of a fool’s errand. We don’t want to try to capture in all the educational traffic and hope people read long articles about multi leg options strategies and things instead, what we’re sort of pushing to do is partner with content creators and publishers and YouTube personalities and things like that to actually leverage them for educational material and then hopefully, they can bring that into their trading, but education is for sure something that we spend a huge amount of time thinking about.

 

 

 

 

Lauren: How has your business plan been affected by the pandemic? Have you had to restructure or reorganize in any major way?

 

Ryan: Yeah, so I hesitate to say this but it has…. I mean, it’s pretty hard to deny that it’s been good for us it, you know, sort of the guilt in me doesn’t love to say that but, the bottom line is it volatility drives options volume. And it is an amazing tailwind through our launch. So we were seeing 20% month over month growth straight through March, April, and May. And clearly driven by volatility and trading volume increases. So, like I said, options volume has been growing for two decades now. It’s mostly driven by an increased interest from retail volume or from retail traders. But the pandemic, and beyond the pandemic, the sort of election—every election in US history has spiked volatility, however, temporarily, so both things that have been good for our launch.

 

Lauren: What is on your product roadmap?

 

Ryan: Yep. So I mentioned some of them. Obviously, spreads equity trading, covered selling, tons of new social features. We’re really trying to create like a lot of intercommunication between our users, we want them to be able to message and see each other’s trades and share trades. That’s a big one for us as we want to create the ability for customers to sort of package a trade and then share it with a friend and the friend can copy the trade.

 

There’s all kinds of sort of back office things that we spend a lot of time working on, include increasing execution quality, increasing price improvements, fill speed, all sorts of stuff, suitability, fraud prevention. But I will say the biggest thing that we spend R&D dollars on, the thing that we actually put our thinking hats on and go to the drawing board on is this fractional options thing, we really see that as not only a major differentiator, but just a really positive tool for the industry and for bringing new traders into the market. So that is where I would say, around half to maybe half or 60% of our R&D brain energy is.

 

Lauren: Okay. We have time for one more question today. Last question here. Can you talk about your long-term plans and exit strategy?

 

Ryan: Yes. So the brokerage industry sort of falls into these buckets where you either find yourself as one of the big wire houses who gobbles up every little brokerage, or you find yourself one of the little brokerages that grew and got gobbled up. And that’s the obvious, you know, every option focused brokerage that came before us: Options House. Options Express, Trade Monsters, Thinkorswim, they all got gobbled up; all around a billion dollars, all had around 100,000 accounts. And that is sort of the—I would be lying if I didn’t say that is sort of plan a that’s sort of where we see ourselves.

 

With that said, we have a lot of venture capital backers, and we do see ourselves as a tech company before a brokerage, and we want to do really interesting, cool things. So in our valuation hopefully and this is what the exciting part is thinking of how you can grow and build stuff that no one has built before, and I really do think that we have the ability to do that, and to actually outgrow the valuation of just another options focused brokerage. And in doing that, we would hopefully sort of exceed that unicorn valuation. But the traditional path of a broker-dealer in the sort of a tech enabled broker-dealer in the space is to gain accounts and gain market share and gain trade volume on your order book and exit to a large wire house like Schwab, TD Ameritrade, which is now Schwab and E-Trade, which is now Morgan Stanley.

 

 

 

 

Lauren: Great. Thank you so much. Thanks so much, Ryan. And thank you so much to everyone who asked questions and who attended the webinar. We did not have time to get to every single question. So if your question was unanswered, or if you have further follow up questions, please post them on the discussion board on Gatsby’s profile where either Jeff or Ryan will respond directly.

 

Please note that the campaign is accepting reservations currently as it awaits SEC qualification. So if you would like to reserve you could do so on the SeedInvest page. The company is also offering bonus perks to investors that do reserve during this period. Thank you again, and this concludes today’s webinar.

 

 

 

Exhibit 13.4

 

EXHIBIT 13.4_EX 13 4_PAGE_01.GIF 9/11/2020 SI CRM Weekly Deal Newsletter Now Accepting Investments Humanly | Automated remote candidate screening & recruiting platform Humanly is a next generation recruiting platform, automating job candidate screening, scheduling & engagement. Grew monthly recurring revenue 279% from December 2019 to June 2020 Signed 19 customers since product launch in 2019, including Farmers Insurance, Armoire.Style, and Feather LEARN MORE https://crm.private.seedinvest.com/email_campaigns/email_campaign/7550 1/6

 

 

 

EXHIBIT 13.4_EX 13 4_PAGE_02.GIF 9/11/2020 SI CRM Reg A+ Now Accepting Reservations Gatsby | Options trading platform for a new generation of traders Gatsby is democratizing the options market with a simple, social and gamied options trading app. Raised $3mm+ to date from leading investors including Barclays, Techstars, Rosecliff Ventures, SWS Ventures, Irish Angels and Plug & Play Ventures Since launching in December 2019, the app has crossed over 100k options contracts ($30m+ of trades) with an average growth rate of over 10%/week RESERVE Closing Soon https://crm.private.seedinvest.com/email_campaigns/email_campaign/7550 2/6

 

 

 

EXHIBIT 13.4_EX 13 4_PAGE_03.GIF 9/11/2020 SI CRM Solace Closing Next Friday, August 21st at 11:59pm ET Solace is aiming to disrupt the funeral industry with a digital rst, consumer-centric, modern, and simple consumer experience. Next Friday, August 21st, is the last day to invest. To do so, you must complete the online process by 11:59pm ET on August 21st. INVEST NOW Other Deals Closing Soon CrowdComfort | Platform for employees to submit workplace requests SoleSavy | An exclusive community & platform to help sneaker enthusiasts acquire sneakers and streetwear for their retail price Upcoming Webinars https://crm.private.seedinvest.com/email_campaigns/email_campaign/7550 3/6

 

 

 

EXHIBIT 13.4_EX 13 4_PAGE_04.GIF 9/11/2020 SI CRM Good Earth Organics First Investor Webinar | Tuesday, August 18th at 4pm ET CrowdComfort End of Campaign Webinar | Wednesday, August 19th at 3pm ET Monthly Reg A+ Webinar | Thursday, September 3rd at 4pm ET SeedInvest Investor Perks Good Earth Organics is rewarding investors - all investors who reserve shares and purchase their reserved shares will receive a 50% discount code to purchase soil from its online store. Learn more about the perks here . SeedInvest Auto Invest Looking for an easier way to build your startup portfolio? SeedInvest Auto Invest does just that by allowing you to build a portfolio of 5-25 highly-vetted, early-stage startups with investment minimums as low as $200 per company. Auto Invest investors can opt out at any time. Learn more here . Refer an Entrepreneur Know an entrepreneur who would be a great t to raise on SeedInvest? Refer an entrepreneur to the SeedInvest team here. Browse all deals . Learn more about all of our investment opportunities. https://crm.private.seedinvest.com/email_campaigns/email_campaign/7550 4/6

 

 

 

EXHIBIT 13.4_EX 13 4_PAGE_05.GIF 9/11/2020 SI CRM Questions? Email us . We're happy to help. You are receiving this newsletter because you are a registered user on SeedInvest. If you would like to stop receiving the weekly newsletter, unsubscribe here . If you would like to stop receiving all SeedInvest marketing emails, including deal introductions, newsletters, event invitations, and new product announcements, please unsubscribe here. Please note you will still receive investment conrmation emails and all other transactional emails related to activities on your account. SeedInvest’s selection criteria does not suggest higher quality investment opportunities nor does it imply that investors will generate positive returns in investment opportunities on SeedInvest. Learn more about due diligence in the SeedInvest Academy and our vetting process in our FAQs. It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment. Humanly, and CrowdComfort are offering securities under Rule 506(b) of Regulation D through SI Securities. Additional information may be obtained from:: Humanly: https://www.seedinvest.com/humanly, CrowdComfort: https://www.seedinvest.com/crowdcomfort Solace is offering securities under Regulation CF and Rule 506(c) of Regulation D through SI Securities, LLC ("SI Securities"). The Company has led a Form C with the Securities and Exchange Commission in connection with its offering, a copy of which may be obtained at: Solace: https://www.seedinvest.com/solace SoleSavy is offering securities under Rule 506(c) of Regulation D through SI Securities. Additional information may be obtained from: SoleSavy: https://www.seedinvest.com/solesavy The Good Earth Organics, Inc., and Gatsby are accepting reservations for an Offering under Tier II of Regulation A. No money or other consideration is being solicited, and if sent in response, it will not be accepted. No sales of securities will be made or commitment to purchase accepted until qualication of the offering statement by the Securities and Exchange Commission (the “Commission”) and approval of any other required government or regulatory agency. A reservation is non-binding and involves no obligation or commitment of any kind. No offer to buy securities can be accepted and no part of the purchase price can be received without an Offering Statement that has been qualied by the Commission. A Preliminary Offering Circular that forms a part of the Offering Statement has been led with the Commission, a copy of which may be obtained from The Good Earth Organics, Inc.: https://www.seedinvest.com/goodearthorganics , Gatsby: https://www.seedinvest.com/gatsby Copyright © 2020 Circle Internet Financial Limited (“Circle”), All rights reserved. This communication is intended solely for the use of the individual(s) to whom it was intended to be addressed. If you are not the intended recipient of this message you are hereby notied that any review, dissemination, distribution or copying of this message is strictly prohibited. This communication is for information purposes only and should not be regarded as a recommendation of, or an offer to sell or as a solicitation of an offer to buy, any nancial product. Investments are offered only via denitive transaction documents and any potential investor should read such documents carefully, including all risks, before investing. Startup investments involve a high degree of risk and those investors who cannot hold an investment for the long term (at least 5-7 years) or afford to lose their entire investment should not invest in startups. All securities-related activity is conducted by SI Securities, LLC dba SeedInvest, an afliate of Circle, and a registered broker-dealer, and member FINRA/SIPC, located at 61 Broadway, Suite 1705, New York, NY 10006. To learn more about investing in startups and its risks visit www.seedinvest.com/academy . https://crm.private.seedinvest.com/email_campaigns/email_campaign/7550 5/6

 

 

 

EXHIBIT 13.4_EX 13 4_PAGE_06.GIF 911112020 SICRM h ttps:// crm . private. seedinvest. com/em ail_ cam paigns/em ail_cam paig n/7550 616

 

 

 

EXHIBIT 13.4_EX 13 4_PAGE_07.GIF 9/11/2020 SI CRM New Reg A Now Accepting Reservations Gatsby | Commission-free options trading platform for the public Gatsby is developing a trading platform for a new generation of traders with its simple, social, and gamied options trading app. Notable deal highlights include: Raised $3mm+ to date from leading investors including Barclays, Techstars, Rosecliff Ventures, SWS Ventures, Irish Angels and Plug & Play Ventures Since launching in December 2019, the app has crossed over 100,000 options contracts ($30m+ of trades) with an average growth rate of over 10% / week Team includes two founders with former exits, founder of Public.com, former Goldman Sachs MD, former Amazon, and Instinet Senior Management By conrming a reservation, you have the opportunity to purchase shares ahead of the company's public launch as it awaits SEC qualication. Additionally, all investors https://crm.private.seedinvest.com/email_campaigns/email_campaign/7567 1/3

 

 

 

EXHIBIT 13.4_EX 13 4_PAGE_08.GIF 9/11/2020 SI CRM who reserve shares and purchase their reserved shares will receive bonus perks. A reservation is non-binding and you may cancel at any time. LEARN MORE & RESERVE SHARES Questions? Email us . We're happy to help. You are receiving this newsletter because you are a registered user on SeedInvest. If you would like to stop receiving emails about new deal launches, unsubscribe here. If you would like to stop receiving all SeedInvest marketing emails, including deal introductions, newsletters, event invitations, and new product announcements, please unsubscribe here. Please note you will still receive investment conrmation emails and all other transactional emails related to activities on your account. It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment. Gatsby is accepting reservations for an Offering under Tier II of Regulation A. No money or other consideration is being solicited, and if sent in response, it will not be accepted. No sales of securities will be made or commitment to purchase accepted until qualication of the offering statement by the Securities and Exchange Commission (the “Commission”) and approval of any other required government or regulatory agency. A reservation is non-binding and involves no obligation or commitment of any kind. No offer to buy securities can be accepted and no part of the purchase price can be received without an Offering Statement that has been qualied by the Commission. A Preliminary Offering Circular that forms a part of the Offering Statement has been led with the Commission, a copy of which may be obtained from Gatsby: https://www.seedinvest.com/gatsby Copyright © 2020 Circle Internet Financial Limited (“Circle”), All rights reserved. This communication is intended solely for the use of the individual(s) to whom it was intended to be addressed. If you are not the intended recipient of this message you are hereby notied that any review, dissemination, distribution or copying of this message is strictly prohibited. This communication is for information purposes only and should not be regarded as a recommendation of, or an offer to sell or as a solicitation of an offer to buy, any nancial product. Investments are offered only via denitive transaction documents and any potential investor should read such documents carefully, including all risks, before investing. Startup investments involve a high degree of risk and those investors who cannot hold an investment for the long term (at least 5-7 years) or afford to lose their entire investment should not invest in startups. All securities-related activity is conducted by SI Securities, LLC dba SeedInvest, an afliate of Circle, and a registered broker-dealer, and member FINRA/SIPC, located at 61 Broadway, Suite 1705, New York, NY 10006. To learn more about investing in startups and its risks visit www.seedinvest.com/academy . https://crm.private.seedinvest.com/email_campaigns/email_campaign/7567 2/3

 

 

 

EXHIBIT 13.4_EX 13 4_PAGE_09.GIF 911112020 SICRM h ttps:// crm . private. seedinvest. com/em ail_ cam paigns/em ail_cam paig n/7567 313

 

 

 

EXHIBIT 13.4_EX 13 4_PAGE_10.GIF 9/11/2020 SI CRM Reg A+ Rundown Hi James, We are excited to introduce our latest Reg A+ campaign now accepting reservations - Gatsby, a ntech platform aiming to make trading options easier & fun. Plus, Grazeannounced its campaign end date and Good Earth Organics is offering reservation perks. Read on for new updates from 20/20 GeneSystems, Cytonics, GROUNDFLOOR, Caliber, and Miso Robotics. Now Accepting Reservations Gatsby | Commission-free options trading platform for the public Gatsby is developing a trading platform for a new generation of traders with its simple, social, and gamied options trading app. https://crm.private.seedinvest.com/email_campaigns/email_campaign/7568 1/6

 

 

 

EXHIBIT 13.4_EX 13 4_PAGE_11.GIF 9/11/2020 SI CRM Notable deal highlights include: Raised $3mm+ to date from leading investors including Barclays, Techstars, Rosecliff Ventures, SWS Ventures, Irish Angels and Plug & Play Ventures Since launching in December 2019, the app has crossed over 100,000 options contracts ($30m+ of trades) with an average growth rate of over 10% / week Team includes two founders with former exits, founder of Public.com, former Goldman Sachs MD, former Amazon, and Instinet Senior Management By conrming a reservation, you will be given the opportunity to purchase shares ahead of the company's public launch after it receives SEC qualication. A reservation is non-binding and you may cancel at any time. LEARN MORE & RESERVE SHARES End Date Announced https://crm.private.seedinvest.com/email_campaigns/email_campaign/7568 2/6

 

 

 

EXHIBIT 13.4_EX 13 4_PAGE_12.GIF 9/11/2020 SI CRM Graze announces campaign end date - Friday, September 18th Graze is developing an electric, fully autonomous lawn mower with the goal of reducing fuel costs, operator injuries, and labor requirements for commercial landscaping companies. The campaign has raised over $1.7mm to date, is successfully funded, and is still accepting investments until it closes next month on Friday, September 18th. INVEST Business Updates GROUNDFLOOR breaks monthly volume record in July & named to Inc. 5000 for rst time GROUNDFLOOR closed this past July with $15.5mm in total investments, a 29% MoM increase from June and the highest monthly volume in GROUNDFLOOR's history (unaudited). The company continues to outperform prior months - July is the third consecutive month in which GROUNDFLOOR set a record for investment volume (unaudited). Additionally, the company was named to the 2020 Inc. 5000 list. Learn More Caliber honored on Inc. 5000 list for seventh consecutive year The real estate investing company made the Inc. 5000 list of the fastest-growing private companies in America for the seventh consecutive year. (In the history of the Inc. 5000, only 1% of companies have made the list at least seven times.) Past honorees of the Inc. 5000 list include organizations such as Microsoft, Timberland, Vizio, Intuit, Chobani, Oracle, and Zappos.com. https://crm.private.seedinvest.com/email_campaigns/email_campaign/7568 3/6

 

 

 

EXHIBIT 13.4_EX 13 4_PAGE_13.GIF 9/11/2020 SI CRM Learn More Cytonics granted new patent for lead drug candidate, further strengthening IP portfolio The major claims of Cytonics' recent patent encompass the genetic mutations made to CYT-108, Cytonics' lead drug candidate, to give the drug enhanced activity and potency in protecting cartilage from degradation in osteoarthritis. Cytonics' IP portfolio already consists of eight issued U.S. and international patents. Learn More Miso Robotics adds new contact tracing function to mitigate spreading infections in the kitchen Miso Robotics recently introduced a contact tracing technology update to its CookRight platform, the computer vision technology platform that enables restaurants to leverage AI and analytics in the cooking process. With the new contact tracing functionality, restaurants will be able to have oversight on worker interactions in the kitchen to measure the efcacy and adherence to social distancing protocols. Learn More 20/20 announces new sales focus on restaurants for COVID-19 antibody tests 20/20 GeneSystems recently announced that it is increasing its sales efforts to make COVID-19 antibody tests available to restaurants throughout the U.S. CEO Jonathan Cohen notes, “Antibody tests indicate current and prior virus exposure. By building, validating and deploying a machine learning algorithm for COVID-19 antibody testing, we can help pave the way to understanding the role antibodies produced by the body play following an infection in providing immunity and for how long." Learn More Reservation Investor Perks https://crm.private.seedinvest.com/email_campaigns/email_campaign/7568 4/6

 

 

 

EXHIBIT 13.4_EX 13 4_PAGE_14.GIF 9/11/2020 SI CRM Gatsby | All investors who reserve shares and later purchase their reserved shares will receive bonus perks. Learn more. Good Earth Organics | All investors who reserve shares and later purchase their reserved shares will receive a 50% discount code to purchase soil from the online store. Learn more. Upcoming Webinars Reg A Monthly Webinar | Thursday, September 3rd at 4pm ET Graze's Final Investor Webinar | Wednesday, September 16th at 1pm ET More About Reg A+ On June 19, 2015, three years after the JOBS Act was signed, Title IV (Regulation A+) of the JOBS Act went into effect, allowing private early-stage companies to raise money from all Americans. Reg A+ is a type of offering which allows private companies to raise up to $50mm from the public. Companies looking to raise capital via Reg A+ rst must le with the SEC and get qualication before launching their offering. Reg A+ raises enable companies to grow and galvanize their communities, allowing them to cultivate a group of loyal customers / investors, with clear benets*: Stock owners spend an average of 54% more than non-stock owners Investors visit the company website 68% more frequently Customers who own shares refer 2x as many people, increasing virality SeedInvest recently closed the largest round ever on an equity crowdfunding platform when NowRx raised its $20mm Series B round via Regulation A+. https://crm.private.seedinvest.com/email_campaigns/email_campaign/7568 5/6

 

 

 

EXHIBIT 13.4_EX 13 4_PAGE_15.GIF 9/11/2020 SI CRM Questions? Email us. We're happy to help. You are receiving this newsletter because you are a registered user on SeedInvest. If you would like to stop receiving general updates from us, unsubscribe here . If you would like to stop receiving all SeedInvest marketing emails, including deal introductions, newsletters, event invitations, and new product announcements, please unsubscribe here. Please note you will still receive investment conrmation emails and all other transactional emails related to activities on your account. It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment. *Data referenced is current as of 2016. Gatsby, and The Good Earth Organics, Inc. are accepting reservations for an Offering under Tier II of Regulation A. No money or other consideration is being solicited, and if sent in response, it will not be accepted. No sales of securities will be made or commitment to purchase accepted until qualication of the offering statement by the Securities and Exchange Commission (the “Commission”) and approval of any other required government or regulatory agency. A reservation is non-binding and involves no obligation or commitment of any kind. No offer to buy securities can be accepted and no part of the purchase price can be received without an Offering Statement that has been qualied by the Commission. A Preliminary Offering Circular that forms a part of the Offering Statement has been led with the Commission, a copy of which may be obtained from Gatsby: https://www.seedinvest.com/gatsby, The Good Earth Organics, Inc.: https://www.seedinvest.com/goodearthorganics Graze, Miso Robotics, Caliber, Groundoor, 20/20 GeneSystems, and Cytonics are offering securities through the use of an Offering Statement that has been qualied by the Securities and Exchange Commission under Tier II of Regulation A. A copy of the Final Offering Circular that forms a part of the Offering Statement may be obtained from: Graze: https://www.seedinvest.com/graze , Miso Robotics: https://www.seedinvest.com/miso.robotics , Caliber: https://www.seedinvest.com/calibercos , Groundoor: https://www.seedinvest.com/groundoor , 20/20 GeneSystems: https://www.seedinvest.com/2020.genesystems , Cytonics: https://www.seedinvest.com/cytonics Copyright © 2020 Circle Internet Financial Limited (“Circle”), All rights reserved. This communication is intended solely for the use of the individual(s) to whom it was intended to be addressed. If you are not the intended recipient of this message you are hereby notied that any review, dissemination, distribution or copying of this message is strictly prohibited. This communication is for information purposes only and should not be regarded as a recommendation of, or an offer to sell or as a solicitation of an offer to buy, any nancial product. Investments are offered only via denitive transaction documents and any potential investor should read such documents carefully, including all risks, before investing. Startup investments involve a high degree of risk and those investors who cannot hold an investment for the long term (at least 5-7 years) or afford to lose their entire investment should not invest in startups. All securities-related activity is conducted by SI Securities, LLC dba SeedInvest, an afliate of Circle, and a registered broker-dealer, and member FINRA/SIPC, located at 61 Broadway, Suite 1705, New York, NY 10006. To learn more about investing in startups and its risks visit www.seedinvest.com/academy . https://crm.private.seedinvest.com/email_campaigns/email_campaign/7568 6/6

 

 

 

EXHIBIT 13.4_EX 13 4_PAGE_16.GIF 9/11/2020 SI CRM Company update Gatsby to launch options spreads on trading platform Gatsby just announced it will be rolling out options spreads in Q4. The company is on a mission to make options trading accessible and transparent. This new tool will give traders more control over their upside and downside. In options trading, an option spread is created by buying and selling equal number of options of the same class on the same underlying security but with different strike prices or expiration dates. By combining two or more options in one trade, options spreads allow traders to minimize their risk or to build strategies for various market outcomes. As they are more complex than long options, Gatsby aims to break down the barrier to entry by making them digestible and understandable. With the launch slated for Q4 , these new features will sit alongside the current offering of social, long options trading. https://crm.private.seedinvest.com/email_campaigns/email_campaign/7645 1/3

 

 

 

EXHIBIT 13.4_EX 13 4_PAGE_17.GIF 9/11/2020 SI CRM LEARN MORE & RESERVE SHARES All investors who reserve shares and purchase their reserved shares will receive bonus perks. Learn more. Questions? Email us . We're happy to help. You are receiving this newsletter because you are a registered user on SeedInvest. If you would like to stop receiving company updates, unsubscribe here . If you would like to stop receiving all SeedInvest marketing emails, including deal introductions, newsletters, event invitations, and new product announcements, please unsubscribe here. Please note you will still receive investment conrmation emails and all other transactional emails related to activities on your account. It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment. Gatsby is accepting reservations for an Offering under Tier II of Regulation A. No money or other consideration is being solicited, and if sent in response, it will not be accepted. No sales of securities will be made or commitment to purchase accepted until qualication of the offering statement by the Securities and Exchange Commission (the “Commission”) and approval of any other required government or regulatory agency. A reservation is non-binding and involves no obligation or commitment of any kind. No offer to buy securities can be accepted and no part of the purchase price can be received without an Offering Statement that has been qualied by the Commission. A Preliminary Offering Circular that forms a part of the Offering Statement has been led with the Commission, a copy of which may be obtained from Gatsby: https://www.seedinvest.com/gatsby Copyright © 2020 Circle Internet Financial Limited (“Circle”), All rights reserved. This communication is intended solely for the use of the individual(s) to whom it was intended to be addressed. If you are not the intended recipient of this message you are hereby notied that any review, dissemination, distribution or copying of this message is strictly prohibited. This communication is for information purposes only and should not be regarded as a recommendation of, or an offer to sell or as a solicitation of an offer to buy, any nancial product. Investments are offered only via denitive transaction documents and any potential investor should read such documents carefully, including all risks, before investing. Startup investments involve a high degree of risk and those investors who cannot hold an investment for the long term (at least 5-7 years) or afford to lose their entire investment should not invest in startups. All securities-related activity is conducted by SI Securities, LLC dba SeedInvest, an afliate of Circle, and a registered broker-dealer, and https://crm.private.seedinvest.com/email_campaigns/email_campaign/7645 2/3

 

 

 

EXHIBIT 13.4_EX 13 4_PAGE_18.GIF 911112020 SICRM member FINRA/SIPC, located at 61 Broadway, Suite 1705, New York, NY 10006. To learn more about investing in startups and its risks visit www.seedinvest.com/academ :. h ttps:!lcrm.private. seedinvest. com/ email_cam paignslemail_cam paig n/7645 313

 

 

 

EXHIBIT 13.4_EX 13 4_PAGE_19.GIF 9/11/2020 SI CRM Weekly Deal Newsletter Reg A+ Now Accepting Reservations Gatsby | Options trading platform for a new generation of traders Gatsby is democratizing the options market with a simple, social and gamied options trading app. Raised $3mm+ to date from leading investors including Barclays, Techstars, Rosecliff Ventures, SWS Ventures, Irish Angels and Plug & Play Ventures Since launching in December 2019, the app has crossed over 100k options contracts ($30m+ of trades) with an average growth rate of over 10%/week RESERVE https://crm.private.seedinvest.com/email_campaigns/email_campaign/7553 1/4

 

 

 

EXHIBIT 13.4_EX 13 4_PAGE_20.GIF 9/11/2020 SI CRM Closing Soon Solace Closing Next Friday, August 21st at 11:59pm ET Solace is aiming to disrupt the funeral industry with a digital rst, consumer-centric, modern, and simple consumer experience. Next Friday, August 21st, is the last day to invest. To do so, you must complete the online process by 11:59pm ET on August 21st. INVEST NOW Upcoming Webinars Good Earth Organics First Investor Webinar | Tuesday, August 18th at 4pm ET https://crm.private.seedinvest.com/email_campaigns/email_campaign/7553 2/4

 

 

 

EXHIBIT 13.4_EX 13 4_PAGE_21.GIF 9/11/2020 SI CRM Monthly Reg A+ Webinar | Thursday, September 3rd at 4pm ET SeedInvest Investor Perks Good Earth Organics is rewarding investors - all investors who reserve shares and purchase their reserved shares will receive a 50% discount code to purchase soil from its online store. Learn more about the perks here . SeedInvest Auto Invest Looking for an easier way to build your startup portfolio? SeedInvest Auto Invest does just that by allowing you to build a portfolio of 5-25 highly-vetted, early-stage startups with investment minimums as low as $200 per company. Auto Invest investors can opt out at any time. Learn more here . Refer an Entrepreneur Know an entrepreneur who would be a great t to raise on SeedInvest? Refer an entrepreneur to the SeedInvest team here. Browse all deals . Learn more about all of our investment opportunities. Questions? Email us . We're happy to help. https://crm.private.seedinvest.com/email_campaigns/email_campaign/7553 3/4

 

 

 

EXHIBIT 13.4_EX 13 4_PAGE_22.GIF 9/11/2020 SI CRM You are receiving this newsletter because you are a registered user on SeedInvest. If you would like to stop receiving the weekly newsletter, unsubscribe here . If you would like to stop receiving all SeedInvest marketing emails, including deal introductions, newsletters, event invitations, and new product announcements, please unsubscribe here. Please note you will still receive investment conrmation emails and all other transactional emails related to activities on your account. SeedInvest’s selection criteria does not suggest higher quality investment opportunities nor does it imply that investors will generate positive returns in investment opportunities on SeedInvest. Learn more about due diligence in the SeedInvest Academy and our vetting process in our FAQs. It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment. Solace is offering securities under Regulation CF and Rule 506(c) of Regulation D through SI Securities, LLC ("SI Securities"). The Company has led a Form C with the Securities and Exchange Commission in connection with its offering, a copy of which may be obtained at: Solace: https://www.seedinvest.com/solace The Good Earth Organics, Inc., and Gatsby are accepting reservations for an Offering under Tier II of Regulation A. No money or other consideration is being solicited, and if sent in response, it will not be accepted. No sales of securities will be made or commitment to purchase accepted until qualication of the offering statement by the Securities and Exchange Commission (the “Commission”) and approval of any other required government or regulatory agency. A reservation is non-binding and involves no obligation or commitment of any kind. No offer to buy securities can be accepted and no part of the purchase price can be received without an Offering Statement that has been qualied by the Commission. A Preliminary Offering Circular that forms a part of the Offering Statement has been led with the Commission, a copy of which may be obtained from The Good Earth Organics, Inc.: https://www.seedinvest.com/goodearthorganics , Gatsby: https://www.seedinvest.com/gatsby Copyright © 2020 Circle Internet Financial Limited (“Circle”), All rights reserved. This communication is intended solely for the use of the individual(s) to whom it was intended to be addressed. If you are not the intended recipient of this message you are hereby notied that any review, dissemination, distribution or copying of this message is strictly prohibited. This communication is for information purposes only and should not be regarded as a recommendation of, or an offer to sell or as a solicitation of an offer to buy, any nancial product. Investments are offered only via denitive transaction documents and any potential investor should read such documents carefully, including all risks, before investing. Startup investments involve a high degree of risk and those investors who cannot hold an investment for the long term (at least 5-7 years) or afford to lose their entire investment should not invest in startups. All securities-related activity is conducted by SI Securities, LLC dba SeedInvest, an afliate of Circle, and a registered broker-dealer, and member FINRA/SIPC, located at 61 Broadway, Suite 1705, New York, NY 10006. To learn more about investing in startups and its risks visit www.seedinvest.com/academy . https://crm.private.seedinvest.com/email_campaigns/email_campaign/7553 4/4

 

 

 

Exhibit 13.5

 

EXHIBIT 13.5_EXHIBIT135_PAGE_1.GIF

 Gatsby | Meet the Founders Meet Gatsby's Co-Founders & Co-CEOs Ryan Belanger-Saleh and Jeff Myers, Co-Founders and Co-CEOs of Gatsby, have each spent their careers at the intersection of nance and technology. Jeff worked in emerging tech at NBCUniversal and Nickelodean, while Ryan spent time on the technology side of investment banking and as CTO of BLUE Technologies, a software platform designed to support direct investment within the brokerage and wealth management community. Ryan and Jeff's rst company, Dealtable.com, was an enterprise deal management platform for private placements that they grew and later sold in 2018. Following that exit, both of them developed a growing appetite to be more involved in their portfolios, an appetite for risk, and a desire for more control and leverage in their investments. This led them to found Gatsby, a company on a mission to create a commission-free platform for trading options, tailored for investors like themselves, a younger generation of traders.

 

 

 

EXHIBIT 13.5_EXHIBIT135_PAGE_2.GIF  Lately, options trading has increased, especially for Millennial and Gen Z investors. A recent E*TRADE study revealed a risk tolerance spike among Millennial and Gen Z investors. Over 50% of investors under the age of 34 said they are trading equities and 46% said they are trading derivatives more frequently this year, compared to 30% and 22% of the total population, respectively. Today, Ryan oversees architecture and operations, while Jeff oversees the product team. The company has raised over $3mm to date, with investors like Barclays, Techstars, Rosecliff Ventures, SWS Ventures, Irish Angels, and Plug & Play Ventures. LEARN MORE & RESERVE SHARES Bonus Perks All investors who reserve shares and later purchase their reserved shares will receive bonus perks. Learn more. Questions? Email us. We're happy to help. You are receiving this email because you are a registered user on SeedInvest. If you would like to stop receiving company updates, unsubscribe here . If you would like to stop receiving all SeedInvest marketing emails, including deal introductions, newsletters, event invitations, and new product announcements, please unsubscribe here. Please note you will still receive investment conrmation emails and all other transactional emails related to activities on your account. It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor

 

 

 

EXHIBIT 13.5_EXHIBIT135_PAGE_3.GIF  perks before making an investment. Gatsby is accepting reservations for an Offering under Tier II of Regulation A. No money or other consideration is being solicited, and if sent in response, it will not be accepted. No sales of securities will be made or commitment to purchase accepted until qualication of the offering statement by the Securities and Exchange Commission (the “Commission”) and approval of any other required government or regulatory agency. A reservation is non-binding and involves no obligation or commitment of any kind. No offer to buy securities can be accepted and no part of the purchase price can be received without an Offering Statement that has been qualied by the Commission. A Preliminary Offering Circular that forms a part of the Offering Statement has been led with the Commission, a copy of which may be obtained from Gatsby: https://www.seedinvest.com/gatsby Copyright © 2020 Circle Internet Financial Limited (“Circle”), All rights reserved. This communication is intended solely for the use of the individual(s) to whom it was intended to be addressed. If you are not the intended recipient of this message you are hereby notied that any review, dissemination, distribution or copying of this message is strictly prohibited. This communication is for information purposes only and should not be regarded as a recommendation of, or an offer to sell or as a solicitation of an offer to buy, any nancial product. Investments are offered only via denitive transaction documents and any potential investor should read such documents carefully, including all risks, before investing. Startup investments involve a high degree of risk and those investors who cannot hold an investment for the long term (at least 5-7 years) or afford to lose their entire investment should not invest in startups. All securities-related activity is conducted by SI Securities, LLC dba SeedInvest, an afliate of Circle, and a registered broker-dealer, and member FINRA/SIPC, located at 61 Broadway, Suite 1705, New York, NY 10006. To learn more about investing in startups and its risks visit www.seedinvest.com/academy .

 

 

 

EXHIBIT 13.5_EXHIBIT135_PAGE_4.GIF  Reminder Hi James, We noticed that you started the reservation process for Gatsby, but have yet to complete the process. Please note, if you have any questions for the company, you may post them on the discussion forum here. If you would like to complete a reservation you may do so via the link below. By completing a reservation, you will be able to conrm your investment ahead of the public launch and receive bonus perks. COMPLETE RESERVATION Questions for SeedInvest? Email us . We're happy to help. You are receiving this email because you are a registered user on SeedInvest. If you would like to stop receiving campaign reminders, unsubscribe here . If you would like to stop receiving all SeedInvest marketing emails, including deal introductions, newsletters, event invitations, and new product announcements, please unsubscribe here. Please note you will still receive investment conrmation emails and all other transactional emails related to activities on your account. It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor

 

 

 

EXHIBIT 13.5_EXHIBIT135_PAGE_5.GIF  perks before making an investment. Gatsby is accepting reservations for an Offering under Tier II of Regulation A. No money or other consideration is being solicited, and if sent in response, it will not be accepted. No sales of securities will be made or commitment to purchase accepted until qualication of the offering statement by the Securities and Exchange Commission (the “Commission”) and approval of any other required government or regulatory agency. A reservation is non-binding and involves no obligation or commitment of any kind. No offer to buy securities can be accepted and no part of the purchase price can be received without an Offering Statement that has been qualied by the Commission. A Preliminary Offering Circular that forms a part of the Offering Statement has been led with the Commission, a copy of which may be obtained from Gatsby: https://www.seedinvest.com/gatsby Copyright © 2020 Circle Internet Financial Limited (“Circle”), All rights reserved. This communication is intended solely for the use of the individual(s) to whom it was intended to be addressed. If you are not the intended recipient of this message you are hereby notied that any review, dissemination, distribution or copying of this message is strictly prohibited. This communication is for information purposes only and should not be regarded as a recommendation of, or an offer to sell or as a solicitation of an offer to buy, any nancial product. Investments are offered only via denitive transaction documents and any potential investor should read such documents carefully, including all risks, before investing. Startup investments involve a high degree of risk and those investors who cannot hold an investment for the long term (at least 5-7 years) or afford to lose their entire investment should not invest in startups. All securities-related activity is conducted by SI Securities, LLC dba SeedInvest, an afliate of Circle, and a registered broker-dealer, and member FINRA/SIPC, located at 61 Broadway, Suite 1705, New York, NY 10006. To learn more about investing in startups and its risks visit www.seedinvest.com/academy .

 

 

 

EXHIBIT 13.5_EXHIBIT135_PAGE_6.GIF  Campaign Milestones This Week's Fundraising Milestones | Graze, Good Earth Organics, Gatsby A number of our deals reached new milestones this week. Check them out below: Graze surpassed $2mm raised and is closing on Friday, September 18th. The company is building an electric, fully autonomous commercial lawn mower. Gatsby surpassed $800k reserved and is accepting reservations as it awaits SEC qualication. The company is democratizing the options markets with a simple, social, and gamied options trading app. Good Earth Organics surpassed $500k reserved and is accepting reservations as it awaits SEC qualication. The company creates premium certied organic potting soils and nutrients for toxin-free cannabis and hemp plants.

 

 

 

EXHIBIT 13.5_EXHIBIT135_PAGE_7.GIF  Questions? Email us. We're happy to help. You are receiving this email because you are a registered user on SeedInvest. If you would like to stop receiving company updates, unsubscribe here . If you would like to stop receiving all SeedInvest marketing emails, including deal introductions, newsletters, event invitations, and new product announcements, please unsubscribe here. Please note you will still receive investment conrmation emails and all other transactional emails related to activities on your account. The Good Earth Organics, Inc., and Gatsby are accepting reservations for an Offering under Tier II of Regulation A. No money or other consideration is being solicited, and if sent in response, it will not be accepted. No sales of securities will be made or commitment to purchase accepted until qualication of the offering statement by the Securities and Exchange Commission (the “Commission”) and approval of any other required government or regulatory agency. A reservation is non-binding and involves no obligation or commitment of any kind. No offer to buy securities can be accepted and no part of the purchase price can be received without an Offering Statement that has been qualied by the Commission. A Preliminary Offering Circular that forms a part of the Offering Statement has been led with the Commission, a copy of which may be obtained from The Good Earth Organics, Inc.: https://www.seedinvest.com/goodearthorganics , Gatsby: https://www.seedinvest.com/gatsby Graze is offering securities through the use of an Offering Statement that has been qualied by the Securities and Exchange Commission under Tier II of Regulation A. A copy of the Final Offering Circular that forms a part of the Offering Statement may be obtained from: Graze: https://www.seedinvest.com/graze Copyright © 2020 Circle Internet Financial Limited (“Circle”), All rights reserved. This communication is intended solely for the use of the individual(s) to whom it was intended to be addressed. If you are not the intended recipient of this message you are hereby notied that any review, dissemination, distribution or copying of this message is strictly prohibited. This communication is for information purposes only and should not be regarded as a recommendation of, or an offer to sell or as a solicitation of an offer to buy, any nancial product. Investments are offered only via denitive transaction documents and any potential investor should read such documents carefully, including all risks, before investing. Startup investments involve a high degree of risk and those investors who cannot hold an investment for the long term (at least 5-7 years) or afford to lose their entire investment should not invest in startups. All securities-related activity is conducted by SI Securities, LLC dba SeedInvest, an afliate of Circle, and a registered broker-dealer, and member FINRA/SIPC, located at 61 Broadway, Suite 1705, New York, NY 10006. To learn more about investing in startups and its risks visit www.seedinvest.com/academy .