Verse Capital Ventures, LLC 506(c) Investor Portal

a Venture Fund managed by Verse Capital Partners, LLC focused on delivering alpha by solving K-12s foremost technology needs

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Verse Capital Ventures, LLC 506(c) Offering Platform

INTRODUCTION TO OUR COMPANY

Verse Capital Ventures, LLC (the “Fund” or the “Company” or “VCV”), a Utah Limited Liability Company, is a Portfolio Operator Venture Fund managed by Verse Capital Partners, a Utah Limited Liability Company (“Verse”, “Verse Capital”, “Management” or “VCP”). The Fund was founded by a management team with specific operating experience and acute expertise in affairs to enhance the Fund’s performance. This team includes experienced serial entrepreneurs, startup operators, education technology (EdTech) and finance executives, a U.S. K-12 education policy and legislation expert, as well as U.S. K-12 sales, marketing and implementation leaders from the largest competitor in the industry. Their experience will de-risk portfolio selection by accelerating the maturity curve of EdTech businesses. This is done by applying the Fund’s proprietary investment thesis to decrease the mortality hazard and increase growth potential of businesses in the Fund portfolio. This drives the overall purpose of producing a greater than market rate of return and positive social impact for investors.

Public K-12 schools in America were designed to prepare young students to effectively integrate into the economy via the workplace or by transitioning into higher education after high school graduation. Over the past 30-years the economy and K-12 education have become out-of-sync with one another. The 1980’s brought the beginning of the Digital Revolution or Third Industrial Revolution and Information Era, marked by technology advancing from analog electronic and mechanical devices to the digital technology used today. By the early 90’s the computer had become a familiar machine in the workplace and by 1996 the internet had become a normal part of business operations for more than half of U.S. businesses. Knowing how to use a computer and the internet by the year 2000 was a necessity for many jobs. The investment required for rapid adoption of technology by businesses was easily justified by cost savings and growth opportunity that came with adoption. School systems, on the other hand, did not have a practical way to finance the adoption and integration of technology into its curriculum or classrooms. Even though the workplace called for employees capable of operating the technology of the Information Era. Currently, every industry that comprises the global economy, with the exception of K-12 education, has been reshaped by the recurring cycles of innovation brought by the Digital Revolution.

Today, powerful, positive forces are gathering with the potential to transform education and EdTech. There is social and economic demand for K-12 education to produce graduates better prepared to compete in a 21st century college and/or career setting. There is also demand for technology to be integrated into schools that align teaching and learning with workforce requirements. The gap between the Digital Revolution and the state of education equates to a once in a generation opportunity for investors and entrepreneurs.

The more that instructors introduce and utilize new technologies in their classroom, the better their results will be with their students.

novadesk.com

Verse Capital Ventures, LLC 506(c) Offering Platform

SUMMARY OF OPERATIONS

Verse Capital will source companies that are capable of, or already are, leveraging three Critical Success Factors (CSF), one Critical Success Measure (CSM) and in order to leverage management’s research findings and experience, founders need to be coachable. Companies who are invested in will have 1) a direct sales strategy, that 2) targets state and federal education budgets as their primary source of revenue, have 3) sound product implementation strategies to ensure that the value for which the product was designed is being extracted and used by students, teachers, administrators and many others in K-12. Implementation with fidelity, is the key to realizing a measurable impact on student achievement and improving test scores. Scalable Product Implementation is a Critical Factor in advancing the education system from the 14th Century to and beyond the 21st Century and when the value for which a product is designed is extracted it will be used, with usage comes renewals and recurring revenue. The financial key to success is measured by 4) margin per unit. In K-12 education, funding is allocated in various ways depending on how it is intended to be spent. At times the unit may be per student, per school site, per district and so on. There must be enough capital per unit in the specific budget for which a company will compete to cover its own cost to deliver the product or service while including the cost of Direct Sales and Implementation and still have enough margin to return capital to investors. The final key to success, 5) founders must be coachable. Successfully operating in K-12 requires accepting practice that is counter-intuitive to many entrepreneurs. VCP considers each of the five components critical for sustainability based on decades of observing and analyzing both success and failure in K-12.

1) Direct Sales Strategy. Verse Capital has discovered through research and observation that K-12 EdTech companies who are most successful have a Direct Sales Strategy. Management has witnessed, time and time again, traditional entrepreneurs deploy freemium or other SaaS type sales strategies and fail. Simply put, most entrepreneurs and investors entering K-12 EdTech, don’t have a clear understanding of how to sell at the school, district and state levels. Contracts are not won through freemium offers. Further, in order to be successful in K-12, EdTech companies must reach the inaccessible leadership of this hierarchy. Navigating the K-12 Marketplace is a much more sophisticated and expensive effort than most anticipate or allocate for, leaving both entrepreneurs and investors in very frustrating, difficult and underfunded positions. Gaining the domain expertise needed to successfully operate consumes invaluable time and working capital. In addition to the already existing complexity of K-12 operations is the increased competition that comes with record breaking capital investment. The influx of capital has shortened the window of opportunity leaving it up to a direct sales force to quickly gain access, win business rapidly and grow and defend market share.

2) Primary Revenue Generated from State & Federal Education Budgets. Verse Capital will be partnering with companies that have created solutions for K-12’s most pressing technology needs. The solutions need to be aligned with state and federal education budgets so as to ensure a frictionless path to revenue growth. This is a core requirement to K-12 EdTech startup success and of the Verse Capital thesis. The companies must navigate to the revenue source and unlock the barriers of use, identify specific budgeted line-items, categories, projects, programs, grants, etc. If founders don’t know exactly which budgeted item(s) can be used to purchase their solution, Verse Capital will leverage its education budget expertise, both state and federal, to identify which budget items will maximize the company’s opportunity. Historically of all funding allocated to Education, more than 90% is the responsibility of state, local communities and organizations or non-federal sources. Leaving less than 10% as a Federal responsibility. Yet, even companies focused on a single federal budget item can have a meaningful TAM.

EdTech companies that do not meet the requirements to partner with VCP or that never have a chance to, will endure the entire learning curve. While other companies are spending precious capital and resources on marketing to teachers or parents, over-engineering product and hiring a team who may not be the best suited, VCP will be accelerating its portfolio companies to owning market share. Benefits for the entrepreneurs who partner with Verse Capital:

  • Acceleration of go-to-market strategy, when a startup knows who to hire, where to go, when to go and learns how an exponentially more successful launch will occur.

  • Portfolio companies hire more efficiently with niche focus on relationships and experience in K-12.

  • argeted to those very few with federal budget line-item spending authority and maximizing each point of contact.

  • Clear definition of competitive landscape.

  • Protects entrepreneurs from product development scope creep because the budget items have discrete deliverables to which the product must align.

Investors in Verse Capital Ventures will benefit from the following:

  • Reduced risk to reaching each portfolio company’s profitability.

  • Companies spending more efficiently, precious working capital won’t be spent on items the entrepreneurs just didn’t know they didn’t need. total $1.3 trillion education budget. There are more than 129,000 K-12 schools, more than 13,500 districts, but most importantly there are more than 55,000,000 students that can benefit from the right product with the right sales strategy.

  • Tapping into a hedge against an economic downturn. This source of revenue, state/federal education budgets are not subject to consumer spending trends or a contracting economy, even with sequestration, federal funding still flows.

  • Investing in a fund focused on bringing transformative technologies to the classroom by channeling the dollars that have been allocated to education to companies that will truly make an impact.


Verse Management has worked with EdTech companies with sales teams capable of selling multiple statewide deals at once, the largest districts in the U.S. and managing more than a million users at a time. By sourcing companies that are able to deploy products in K-12 classrooms that align to state and federal education budget needs, VCP will be tapping into a dedicated and protected source of revenue. This revenue source is more stable than other potential sources. Other EdTech sources of revenue include direct to consumer, direct to teacher, direct to student, higher education grants, etc. Verse Management has worked with companies that have targeted just about all potential sources and has identified through iteration and pivot after pivot that those who focus on developing products to meet the needs, selling directly to those who have the authority to make the decision and implementing with fidelity in K-12 are far more successful, scalable and ultimately more efficient. There is enough capital locked in these budgets to support a dozen Microsoft sized organizations. Management has worked alongside executives from some of the largest global EdTech businesses and asset managers from tier I private equity funds to identify the TAM of some of these other sources of revenue. While the direct to U.S. student/parent/guardian TAM is a huge, VCP has identified a behavior pattern that may never change, parents in the U.S. will not part with the resources they have at their disposal for children’s education the way they freely spend on consumables, more iPhones, etc. For most parents in the U.S., the future of their children’s education is tethered to the state and federal education budgets. There is also below average income level parents who don’t have discretionary income readily available so they too will be tied to the education budgets. VCP believes that Higher Education is in a period of significant disruption, viability concerns and price sensitivity driven by its consumers being less willing to pay for a college degree that includes countless hours devoted to art, history and other expensive courses that are not personalized to their needs. Yet entrepreneurs are still making the mistake of chasing these segments and pulling their investors along with them.

"We need to prepare students for their future, not our past."

-Ian Jukes

Verse Capital Ventures, LLC 506(c) Offering Platform

Company Management Team

The Company is currently managed by seasoned business and sector professionals dedicated to the success of the Company and efficient execution of its planned operations

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Caleb Eliason

Managing Partner, Verse Capital Partners, LLC

Caleb Eliason is a Managing Partner of Verse Capital and is responsible for all aspects of the fund. Prior to co-founding Verse Capital, Caleb stepped outside of asset management and entrepreneurship, committed to gaining domain expertise while operating within the industry segment where the fund’s thesis would focus, K-12 EdTech. He has gained acumen throughout the spectrum of asset management from investment banking operations to technology accelerator management, serial entrepreneurship, debt and equity financing and everything else in-between. He worked in the Investment Management Division at Goldman Sachs and has managed BoomStartup, a nationally ranked technology accelerator. He recently was the Director of Business Development for School Improvement Network, is a serial entrepreneur and he has dedicated the past four-years of his career to gaining a comprehensive understanding of each influential force in K-12 EdTech, specifically for the creation of Verse’s investment thesis. Caleb has a bachelor’s degree in Finance from the University of Utah and an MBA with honors, emphasis in Entrepreneurship, from Westminster’s Gore School of Business.
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Scott Gustafson

Managing Partner, Verse Capital Partners, LLC

Scott Gustafson is a Managing Partner of Verse Capital and is responsible for the fund’s investment activities which include sourcing, negotiating and underwriting. Scott and Caleb have worked together for over a decade prior to co-founding Verse Capital. Scott has held several executive roles from leading global sales and marketing for Sorenson Medical to various roles in family office asset management. Scott has taken businesses from simple concepts and managed them through exit. As a serial entrepreneur and investor, he has represented both sides of the table and has been the lead in several successful portfolio asset turnarounds. He has participated in acquiring, exiting and building valuations for portfolio assets worth hundreds of millions. Scott has a bachelor’s degree from Westminster and an MBA from the Thunderbird School of Global Management.

Verse Capital Ventures, LLC 506(c) Offering Platform

Verse Revenue Accelerator Management

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Christina Culver

Managing Director, Verse Revenue Accelerator

Christina Culver is a Managing Director of Verse Capital and shares responsibilities of the fund’s sourcing, revenue acceleration and owns all political and legislative affairs. Christina is a globally recognized leader in U.S. Education Policy, Regulatory, and Strategic Advisory Services. She has driven federal and state sales and implementation strategies for EdTech startups, middle market, and multinational publicly traded EdTech clients. She has lobbied Congress on Elementary, Secondary and Higher Education issues, including the most recent, Every Student Succeeds Act (ESSA). Christina gained her expertise working in senior positions at the White House in Presidential Personnel, U.S. Department of Education, including Acting Assistant Secretary and Deputy Assistant Secretary of Intergovernmental and Interagency Affairs. Christina is a graduate of the U.S. Naval War College, Newport, Rhode Island, with a Master’s degree in National Security and Strategic Studies, and has a B.A. in Political Science from the University of Kansas.
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Anne Brown

Managing Director, Verse Revenue Accelerator

Anne Brown is a Managing Director of Verse Capital and is responsible for sourcing, accelerating revenue and executing implementation strategies with targeted companies for the fund. Anne has spent nearly two decades pioneering and advancing the implementation of high-impact, digital, Personalized Learning with leading education giant, Pearson PLC (NYSE: PSO), Waterford Research Institute LLC, and School Improvement Network, by driving revenue and market penetration. Anne is a nationally recognized industry leader in K-12 Education and a driver of the nationwide transformation of classical schools to digital schools through facilitating strong partnerships with national and state level politicians, education industry competitors, educators, advocates, and the media. Anne has a rich educational background with experience as both as an inner-city educator and a diverse EdTech industry leader. She developed Pearson’s grants and funding support model for schools and was also a business development and government relations manager. While at Pearson, she was a leader in creating and supporting legislation to allow K-12 schools to use their budget for educational technology solutions, K-12 EdTech.

Verse Capital Ventures, LLC 506(c) Offering Platform

Board of Advisors

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Cory Reid

Cory Reid is the CEO of MasteryConnect, a passionate bunch that while intense, love to laugh. They’re laser focused on contributing to the nation’s movement to mastery learning in K-12 education. They are also deep believers in Teachers in the trenches, and are developing resources to help them identify levels of student understanding in real time, so they can personalize learning, remediation, and improve student outcomes.

Cory brings more than 20 years of experience including high profile roles in executive-level management, operations, marketing, and sales positions. Cory is known for his extensive experience in building successful businesses across a variety of industry categories.
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JB Henriksen

JB Henriksen is a partner in the Advanced CFO Solutions firm. He has served as the outsourced CFO of numerous different businesses. He currently serves as the Acting CFO for several high growth companies in the wholesale and medical space. He is the acting CFO for technology accelerator and EdTech accelerator BoomStartup and BoomStartup EdTech. JB and Verse Capital Partner’s Managing Partner, Caleb Eliason, met and worked together at BoomStartup. JB graduated from the University of Utah with a degree in Accounting and later received his MBA from the University of Utah’s David Eccles School of Business. JB is a licensed CPA and teaches for the Utah Association of CPA’s.

JB currently serves as a member of the Board of the Mountain West Medical Group and is active in the Association for Corporate Growth and the MountainWest Capital Network. He has been an adjunct professor at Brigham Young University for over 20 years and is also an adjunct professor at the University of Utah. JB recently joined the Salt Lake City Angels and is active in the Utah entrepreneurial community. He is a frequent speaker on finance, accounting, and entrepreneurship.
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Derrin Hill

Derrin Hill is a builder. He builds empowered individuals and teams, systems for growth, motivated communities, and strong companies. As a leader with successes in six of the eight companies his has founded or co-founded, and with several records for industry breaking achievements in other companies, he counts his greatest priority as his role in building a great marriage and a wonderful family with his wife Nicole and their five children.

Derrin has been a founder of companies in educational technology, software services, healthcare, insurance, construction, advertising, apparel, and media. In addition to these entrepreneurial ventures, he has worked with established multi-national firms with record breaking successes at Pearson Education, establishing one of the first Premier Education Ecosystem partnerships with Intel, and working on projects with Houghton Mifflin Harcourt, Scholastic, Disney, and other organizations. He has also established government relations programs working across state and local levels with a variety of elected and appointed leaders in legislative chambers, boards, and in C-suites.
"Education technology and school construction go together. Modernization, updating education facilities, and making a capital investment in education are all included."
- Major Owens -

Verse Capital Ventures, LLC 506(c) Offering Platform

Terms of the offering

$50,000,000

Minimum Offering: $10,000,000

Minimum Subscription: $100,000 (1 Units)

Verse Capital Ventures, LLC (the “Company, the “Fund”, or “VCV”), a Utah Limited Liability Company, is offering a minimum of 100 and a maximum of 500 Membership Units for $100,000 per unit.

"I'm a great believer that any tool that enhances communication has profound effects in terms of how people can learn from each other and how they can achieve the kind of freedoms that they're interested in."
- Bill Gates -

Verse Capital Ventures, LLC 506(c) Offering Platform

So Much More than what you See

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before you invest

The Verse Capital Ventures, LLC 506(c) Investor Portal provides the capability for prospective accredited investors to become approved as a “prospect", review accreditation requirements, request delivery of the Private Placement Memorandum (“PPM”) with multiple delivery options (print, electronic, flip book), access management contact information, and view the Company’s SEC Form D filing.

For the Company’s management team, this allows for controlled access to the PPM with the prospect providing contact information and, after approval, being added to the investor prospect database which provides management an effective tool for investor prospect relations and management.

after you invest

Once a prospective investor has decided they are interested in investing, we can then upgrade the prospect account to “Investor” level access. This access now provides the capability for investors to download subscription documents, specific process information for investing and instructions on transfer of investment funds, investor relations contact information, and the ability to see in real time statistics on the offering.

Investor level access also includes access to an investor relations module that provides Investors the capability to access updates from management, quarterly and annual reports, operations or project updates from the Company, press releases, and Company financials. The portal’s mobile “app” type interface will allow the Company’s management team to review and approve upgrading prospects to “Investor” status from mobile devices in real time.

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Ready to learn more about our investment opportunity? Request Access now!