- What is NEST?
NEST is the holding company (NEST Holdings EU) within which Flamingo Sky, Flamingo Fledgling Funds and all Flamingo businesses in the EU operate and reside.
- How long has Flamingo Sky been working in the university sector?
Flamingo Sky has been working with early stage, R&D/IP backed university projects since 2012 and has produced successful outcomes for a number of the top universities in the UK.
- Where are you based?
Flamingo Sky was based in London and Gloucestershire up to 2016, when the Brexit vote caused issues with our university partners and their appetite for investment given the proposed loss of their EU R&D grants. To take advantage of Brexit and provide continuity for our clients, as well as access to EU R&D grants, we are now based in Estonia and Malta.
- Why do you have two bases in Estonia and Malta?
We chose Estonia because of its e-passport and digital residency status, as well as its regulatory framework and support for ICO and STO issues. We chose Malta also for its regulatory position, particularly on the evolving STO market and the proposed PIPE exchange. Both countries are in the EU and both allow us access to the EU markets and R&D funding.
- How many people work for the company?
Overall we have 50 people as a combination of permanent executive staff and associates. Our associates are key to the business evolution and success and we continue to grow this group year on year.
The following FAQ’s are taken partly from the US Securities and Exchange Commission website in relation to the questions investors should ask of ICO/STO issuers and partly based on Q&A given to date by NEST:
- Who exactly am
I contracting with?
- Who is issuing and sponsoring the product, what are their backgrounds, and have they provided a full and complete description of the product? Do they have a clear written business plan that I understand?
- Who is promoting or marketing the product, what are their backgrounds, and are they licensed to sell the product? Have they been paid to promote the product?
- Where is the enterprise located?
You are contracting with NEST and it is NEST that is issuing the PIE, FCO and FTO to support both the development of the PIPE and the associated fund. This white paper outlines how and when the product will be released and how associated guarantees will be held, how the product will be marketed and where the company is and will be based.
- Where is my money going and what will it be used for? Is my money going to be used to “cash out” others?
The PIE is an initial offering to provide working capital outside of the core business current revenue to develop the FCO token and the associated regulatory actions as well as preliminary development of the PIPE (Pre-IPO Exchange). The FCO token will provide working capital for the business over an 18-month period to launch the PIPE and the create the legal and regulatory framework for the issue of both the FTO and the associated investment fund. None of the capital raised is being used to ‘cash out’ others.
- What specific rights come with my investment?
Investors during the PIE and FCO have guarantees against the equity in NEST up to the issue and acceptance of the FTO and development of the associated fund. After this point investors have a pari passu holding in the FFF Fund and are eligible for dividends and liquidity via the PIPE and other exchanges as they mature.
- Are there financial statements? If so, are they audited, and by whom?
There will be quarterly statements issued post FTO that will be produced internally on our own systems which will be audited annually and by a specialist external auditor and published on the NEST website for public review and comment. Each quarter invested companies will be audited and revalued and reported via the PIPE and the NEST website.
- How, when, and at what cost can I sell my investment? For example, do I have a right to give the token or coin back to the company or to receive a refund? Can I resell the coin or token, and if so, are there any limitations on my ability to resell?
Selling the investment will be achieved via the PIPE and/or other exchanges as they mature. The costs of the transaction are yet to be defined, however we expect this to be at least industry average or less. The initial PIE and FCO tokens are secured against NEST equity and can be returned for a full refund subject to the guarantee given in the white paper.
- If a blockchain is used, is the blockchain open and public? Has the code been published, and has there been an independent cybersecurity audit?
The blockchain, FCO, FTO and PIPE development is outsourced to Orex Ledger, Munich the details of whom can be found in the white paper under the sections for ‘Developers and Partners’ and ‘Technical Framework’.
- Has the offering been structured to comply with the securities laws and, if not, what implications will that have for the stability of the enterprise and the value of my investment?
The initial offering (PIE) and the FCO are structured
to comply with the regulations as they currently are. The FTO will be structured to comply with
regulations and NEST would like it to be known that our goal is to have very
high levels of regulatory compliance and adherence to stringent governance,
risk and compliance (GRC) processes throughout.
- What legal protections may or may not be available in the event of fraud, a hack, malware, or a downturn in business prospects? Who will be responsible for refunding my investment if something goes wrong?
During the initial phase of the PIE and the FCO all investors are secured against an equitable stake in the NEST company which will allow for a conversion from FCO/FTO to equity under the terms of the guarantee. During the initial development phase focus on security issues will form part of our ongoing development and NEST will be seeking solutions both digital and insurance based to protect investors interests. Statements on security measures will be made ahead of the FTO launch and PIPE development.
- If I do have legal rights, can I effectively enforce them and will there be adequate funds to compensate me if my rights are violated?
Given that the initial phase (PIE & FCO) is secured against NEST equity and the FTO is developing a fund that NEST will manage via FFF under strict GRC policies, it is the intention to retain sufficient liquidity in the business to compensate investors should their rights be violated. NEST will be continuing to put investor security at the centre of their offer and will not take risks in regard to security as an ongoing central tenet of the business model.
- How do I aggregate my investment over the PIE, ICO and STO to achieve a 60% discount?
If you acquire the PIE within the 30% discount period and indicate that you wish to aggregate your investment at that time, we will automatically re-invest your PIE stake into the ICO and the associated STO within the maximum discount periods, giving you an aggregated uplift of 60%.
- How is my investment secured against equity in NEST?
Every PIE and ICO transaction and value is listed and all subscribers in these stages will be able to download, sign and return a Convertible Agreement against which equity will be held until the STO is launched. Following which the Convertible Agreement will be mutually rescinded.