UPDATE — Dymon Asia Ventures and Fenbushi Capital let Singapore company collapse by denying salary payment to employees and halting services to clients

OTONOMOS.COM
Jan 25, 2018 · 18 min read
The application for liquidation of the Singapore company dated 22-Jan-18, which the present Board filed without seeking consent of the shareholders in the Company.

Since my last post here on 7 November 2017, I agreed to pause further Medium posts in the hope to help along talks between the parties towards a solution for the Singapore company’s clients, its employees and its shareholders.

Unfortunately, such solution did not materialise: just before Christmas, the VCs on Otonomos’ Board, represented by Chris Kaptein (“Chris”) on behalf of Dymon Asia Ventures and Remington Ong (“Rem”) of Fenbushi Capital, together with their placeman CEO Manogaran Thanabalan (“Mano”), effectively gave the Singapore company the kiss of death by walking out of those settlement talks.

Had they worked in good faith on a mutual agreement, crypto frozen in the Company’s Coinbase account would have been freed up and the Company would have survived.

Instead, in an act of supreme spite, they let the Company collapse by denying employees their December salaries and halting services to clients.

Liquidation imminent

In a latest development, today my lawyers learned via a court search that on Monday 22 January 2018, the Board unilaterally filed for liquidation, without seeking consent of the majority of the shareholders.

Equally disconcerting, existing clients seemingly have not been informed about the Company’s liquidation, with many reaching out to me asking why their calls and e-mails go unanswered.

It is for their benefit and that of all direct and indirect stakeholders in Otonomos and the wider Singapore startup ecosystem that I want to document the dying days of the startup I founded which, over the last 4 months, has been serially abused and ultimately left to die by two minority VC investors whose very raison d’être they proclaim is to nurture young companies and help founders.


EVENTS LEADING UP TO CHRISTMAS

In my last post, I reported on an “informal” shareholder meeting summoned by Mano for 8 November 2017, to which all shareholders except myself were invited.

At the meeting, which I did not attend, the Board reportedly threatened to liquidate the Company unless their demands for me to hand over control of the Company were met by the end of that week, Friday 10 November 2017.

After pushback from the non-VC shareholders present, who threatened to sue Chris, Rem and Mano personally if they pushed the Company into liquidation, the Board agreed to hold off on insolvency proceedings for the time being.

In the weeks that followed, intense back-channelling took place between the VCs, who hold around 16% of the Company, and the group of non-VC shareholders who, including myself, hold the remaining shares.

Within that group, we quickly reached consensus that we would use all available channels to force the Board to step back from the brink and commence negotiations in good faith.

After further shuttle diplomacy, two of the first angel investors in the Company succeeded in convincing Chris and Rem to agree to meet me in person, the first such meeting since 22 September 2017.

Ransom demand

The meeting was held on Wednesday 22 November 2017 on neutral ground, and hosted by the two angels, who were actively attempting to broker a deal.

Chris and Rem showed up, and I was there with my wife Luli.

From the very outset, the VCs’ agenda was clear: after having failed to grab control of the Company by ousting me, they now ambushed Luli and I with an agreement — complete with signature page— that would have given them free conduct to set up a new entity, bring over existing staff, transfer the Company’s IP, and service all Otonomos’ existing clients, in return for which they’d step back as shareholders and Board members.

Such was their ransom demand: the unreserved right to compete head-on with Otonomos via a new entity, leaving me with a hollowed-out shell, void of employees, clients, shareholders and IP.

Chris’ one dollar store

When I rejected their terms, one of the angels asked the VCs if they would consider buying me out, and at what price.

At that point, Chris from Dymon, with sickening sadism, offered one US dollar for my 70% stake in the Company.

ONE UNITED STATES DOLLAR for 70% of a company that two months earlier had still printed close to 400,000 USD in revenue and almost 200,000 USD in profit for the month.

From that meeting, it was very clear to me that the VCs were not intent on reaching any reasonable settlement.

Luli too, after witnessing the tantrums and childish petulance by Chris and Rem, advised me soon after leaving the meeting to just write off my shareholding and start all over again, as she didn’t think a deal was possible.

Nonetheless, in an effort to keep negotiations alive, I instructed my lawyers to draw up a draft formal settlement agreement using Chris and Rem’s proposal as a basis.

The counter-proposal essentially allowed them to set up their new company, on condition that staff would be free to join the entity of their choice, a fair transition mechanism would be put in place for Otonomos’ existing clients, the IP would remain with the legacy entity and the brand would remain mine.

We sent our draft agreement across to Rem and Chris in advance of the Extraordinary General Meeting (“EGM”) which I had called for Friday 24 November 2017, together with a tentative agreement on access to the Company’s crypto currency account held with Coinbase Singapore.

Frozen crypto

This crypto, as reported earlier, had been frozen after Mano’s bungled attempt, shortly after my ousting on 22 September 2017, to initiate a Coinbase password recovery.

By attempting to log-in with one of my company email addresses, but from a different device and IP address, Mano had set off alarm bells with Coinbase, who blocked the password recovery process.

After he failed to secure access by impersonating me, Mano then tried to circumvent Coinbase policy by opening a new account using his KYC and pressing Coinbase to unilaterally transfer the crypto from the legacy account to the new account, something Coinbase rightly refused.

This was done despite me offering to assist the Company with recovering access to its crypto account if I could.

However, the heightened risk flags Coinbase had put on the account, combined with me no longer living in Singapore after Mano had seen to cancel my residency upon my ousting as CEO, complicated the recovery process.

By that time, the Board had halted new orders. As a result, the Company was starved of new revenue and its fiat bank balances were running low.

The crypto constituted critical working capital, and as main owner of the Company, I was looking for reasonable safeguards from the Board as to how it would be used: any crypto would have to see the Company through to a final settlement.

Han’s “runner”

At the 22 November 2017 meeting, Chris and Rem had conceded to such safeguards. They also acknowledged that any agreement related to the Coinbase account would be temporary in nature and negotiated in parallel with settlement talks.

On 23 November 2017, wording to reflect these safeguards was put in a first draft “Coinbase Agreement” which was sent across to Chris and Rem in advance of the EGM scheduled for the next day.

In essence, the agreement proposed a mechanism by which the parties would mutually sign-off on any conversions from crypto into fiat, on the basis of which we would write to Coinbase to see access restored.

Such agreement was required by Coinbase, who in response to a support ticket I had submitted emailed me that only a “mutual agreement” between the parties would prompt them to lift the restrictions on the Company’s crypto account:

These funds will remain secure until a mutual agreement is reached and documentation provided to us […]. Thank you once again, sincerely, for your understanding and your efforts to reach a resolution with the other parties involved.

Incidentally, the Coinbase email also confirmed the balance in the Company account and assured that “all funds were intact” and had not been touched since my purported termination on 22 September 2017.

Mano could easily have established this directly himself with Coinbase before making frivolous allegations in his sworn affidavit which essentially accused me of theft of the Company’s crypto, allegations which Chris and Rem in the meeting of 22 November 2017 now conceded were indeed false.

Irrespective, Mano continued to tell anybody who wanted to hear, employees and clients alike, that I had “run off” with the Company’s crypto assets.

This did not help the atmosphere of deep mistrust in the run-up towards the EGM which together with other shareholders we hoped would bring a solution.

The EGM

Unfortunately, the EGM of Friday 24 November 2017, of which all shareholders received timely notice and which most of them attended, did not bring such solution.

During the first half of the EGM, I used a 10-page slide deck I had prepared for the benefit of the remaining shareholders, which I integrally reproduce below as I believe it contains key material related to the VCs’ actions and hence deserves to be shared publicly.

Note that no changes have been made to the deck as presented at the EGM, except for the masking of a seed round investor on slide 1 who requested to remain confidential.

Cover page to Han’s EGM presentation on 24 November 2017.

Slide 1: The deck first gave an overview of the chronology of how we got from profitability to alleged insolvency within 3 months of my termination:

Slide 1

Slide 2: I then used the stage of the EGM to defend myself against the malicious allegations the Board had made against me to find cause for my purported termination, an explanation which I had formally put on the agenda for the EGM and which I felt I owed to the non-VC shareholders present:

Slide 2

Slide 3: In a third slide, I wanted to give the shareholders an oveview of the litigation which I had started and which had lead the Company to counter-sue with two further legal actions:

Slide 3

Slide 4: The fourth slide then made it clear that the options for the Company were binary: either the VCs would retreat, a solution reflected in the resolutions my legal team had prepared in advance of the EGM and which we hoped to vote on, or I would be out via a “clean-break”:

Slide 4

Slide 5: I then shared with the EGM the price the VCs had offered for my shares in our meeting two days earlier. This caused audible gasps for air around the table, as it implied the VCs valued the Company at a princely 1.4 US dollars (one dollar forty cents):

Slide 5

Slide 6: My next slide talked about the VCs’ proposal of 22 November 2017 to leave the Company’s captable…

Slide 5

Slide 6: … provided all their ransom demands were met:

Slide 6

Slide 7: The seventh slide made it clear that if the VCs would not get their way, they would push the company in liquidation:

Slide 7

Slide 8: My second-last slide showed that, even if my condtions would be met, the VC proposal was still a very heavy price to pay. Nonetheless, it was put on the table:

Slide 9: The final slide then suggested next steps and appealed to the VCs to work towards a solution in the best interest of the Company, its clients, employees and shareholders:


VCs pitch their new company

Shortly before the EGM kicked off, I was informed that Chris had let other shareholders know that he was “offended” by the “tone” of the formal legal settlement of the dispute as drafted by my lawyers and distributed the day before.

Consequently, Chris refused to use our legal document as a basis for discussion at the EGM.

Instead, together with Rem, they used the second half of the meeting to sell the other shareholders on their idea of starting afresh with a competitor to Otonomos, seeking concessions on which employees they could invite to move over, how existing clients would be transferred to their new entity, why they felt entitled to inherit the Company’s IP, and even why existing shareholders should move to their new entity.

In short: A full pitch for their new venture, at the EGM of the very company they had invested in and which they now held hostage to extortionate demands.

As a result, the EGM never got to vote on the resolutions my legal team had prepared, even if adoption would have meant an end, then and there, to the impasse and all litigation.

Instead, Dymon and Fenbushi had hijacked the EGM’s agenda and the meeting closed with a promise by Chris to deliver “commercial terms” in respect of their “NewCo” proposal by the next Monday, 27 November 2017.

Wild goose hunt

No such terms were ever circulated. Three days late, on 30 November 2017, Chris emailed all shareholders:

Whilst we had hoped that we could find a solution acceptable to all stakeholders that would be involved in NewCo, it has become clear that there are too many key issues that we will not be able to resolve. Unfortunately, for Fenbushi and Dymon, as Shareholders, NewCo is not an idea we are able to pursue.

Chris added, meaningfully:

To avoid any confusion, and I speak here as a shareholder, Dymon has no intention whatsoever to partner with or invest in anyone or any company that would compete with Otonomos or that is started by current or former employees of the Company.

Rem followed-up by email to all shareholders:

Fenbushi […] currently does not believe NewCo is an idea we are able to pursue.

From the above, it is clear that Chris and Rem had either spoken out of turn at the EGM, without mandate from their respective principals, or they were just toying with their prey by conducting negotiations without any intention to reach a legally enforceable settlement.

Irrespective, as shareholders, we had all been lead on a wild goose hunt. All the while, clients were left in limbo and employees faced further uncertainty.

Clean break divorce settlement

In a final effort to break the impasse, early December I made a formal offer to buy out the VCs, together with those other shareholders who wanted to be lifted out at the same price.

As an alternative solution, I indicated I would be willing to take a very significant haircut on what I felt my shares were worth, in order to open the way for a settlement that would allow the company to continue as a going concern, preserving its existing team and clients.

Despite ultimate agreement on price (with help from an outside investor who I brought in to fund the buyout), the Board unnecessarily complicated the deal by piling up conditionality, including a global non-compete and forcing me to accept payment over 4 years subject to onerous conditions, instead of a “clean break” divorce.

After some further back and forth, during which the VCs throughout refused to meet with me directly and instead insisted on using a go-between, mid-December I made my final counterproposal: I would meet the Board’s conditions halfway by accepting a limited non-compete for Singapore rather than worldwide, and accept a deferred payment of 25% of the total buyout amount within a year, as long as I could keep the Otonomos brand, which in any event I have always owned in personal name together with the .com domain.

If that was not acceptable, I was willing to buy-out the VCs at the same valuation they priced my shares at.

In parallel, my legal team was working on a final review of the Coinbase Agreement with minor revisions from Rem’s previous draft.

Crucially, this Coinbase agreement would have made it possible for the Company to meet payroll for December, and make other urgent payments that would have allowed it to continue to trade whilst settlement talks were talking place.

Kiss of death

However, on Wednesday 20 December 2017, the Board wholly backtracked on their earlier position regarding Coinbase access, insisting on immediate, unconditional access without any of the safeguards it had agreed to earlier.

In addition, Rem, in trademark imperious style, announced an immediate boycott of any further settlement talks.

This, in effect, gave the kiss of death to the Company, though its fate was probably sealed a couple of days earlier when Rem had mocked my buyout offer by insisting he and Dymon be made whole on their initial investment in the Company, demanding a price for their stake at over 5 times the valuation they were using to price my shares (and a multiple of 580,000 times the one dollar price Chris offered back in November!).


NO BUSINESS LEFT

At the time of writing, 25 January 2018, there effectively is no business left at the Company.

The website otonomos.io does no longer show the team, many of whom have resigned by now.

Reportedly, only Mano and a junior analyst on the accounting side are hanging around at the Singapore office, rent for which allegedly has not been paid since November.

Meanwhile, in Hong Kong…

Other employees were allowed and allegedly encouraged by management to band together to plan their next move whilst still under employment contract.

The below email of 24 November 2017, the day of the EGM, on which I was erroneously copied, shows how Paul du Long, a junior MD working from Hong Kong, in flagrant breach of his employment duties, was working on a “deal”, complete with financials, that would involve placing existing clients and even bringing over part of the team to Equiom Group, a competitor to his employer.

It is difficult to imagine that as a junior, Paul would have acted on his own initiative, without the Board’s knowledge.

However, when my legal team raised alarm, the Board feigned ignorance and promised they would “remind Paul and other employees of the non-compete and non-solicitation clauses of their employment contracts”.

Nonetheless, in December, whilst still in employment, Jan-Arie Bijloos who headed sales, Carlo Van den Akker, who helped part-time on legal, and Paul set up a new entity in Singapore and recently also in Hong Kong, called Bluemeg, with financial backing from a veteran in the corporate secretarial space and with the intent to compete head-on with Otonomos.

Mano’s moonlighting

Mano too, presently still formally CEO at Otonomos, seems to be moonlighting as consultant to other companies.

Evidence has reached us showing that he is set to receive payment for advisory work in relation to the forthcoming ICO of PolicyPal, a Singaporean insure-tech startup whose pre-ICO has reportedly been partly underwritten by… Fenbushi.

Consultancy agreement of 3 January 2018 between Mano, CEO at Otonomos, and PolicyPal.

The above is not meant to begrudge people helping the wider community and even getting paid for it.

However, Mano’s sidelining gains special relevance in light of his sworn affidavit which used my ownership of a hobby app, PeerFinds, developed in my spare time (i.e. late on Sundays), as one of the grounds to legitimise the Board’s decision to terminate me for Cause on 22 September 2017.

Finally, there are reports that Fenbushi and Dymon, despite their earlier representations, are staking an effort by part of the legacy team, allegedly headed by Mano, to recycle the Company’s IP and use it in a B2B offering to third-party corporate service providers.

Board incommunicado

Such efforts would be greatly helped by a liquidation, and may partly explain why the Board has now filed without seeking to secure the approval of the shareholders or consulting with them.

Indeed, since Rem’s email on 20 December 2017, the Board has effectively gone incommunicado.

Despite clear information rights enshrined in the Shareholder Agreement, as of today the Board has refused to share recent financials with shareholders.

Fellow shareholders tell me that their emails to the Board in which they seek clarification on what is going on are not being returned.

Likewise, ex-employees insisting on payment of past salary or sales commissions due tell me they get stone-walled.

Finally, to my knowledge, as of today no formal communication has gone out to the existing clients of Otonomos, some of whom seem blissfully unaware that the services they rely on have been discontinued.

Back with a vengeance

Only last Friday, 19 January 2018, did I receive an email from Mano urging me to co-sign a sloppy Director resolution asking me for my Director authorisation to liquidate the Company, despite me no longer being a Director since 22 September 2017.

Yesterday, Wednesday 24 January 2018, my legal team protested with Mano that for the Company to be correctly wound up, he would need a special Shareholder Resolution requiring approval by 75% of the shareholders.

Perhaps the Board must have thought trivia such as shareholder protections irrelevant. Irrespective, in its urge to fold up the Company, it went ahead with its application for liquidation on Monday 22 January 2018, without waiting for our response to Mano’s email.

Scot-free

By liquidating the Company, I understand all litigation against the Board would become entangled in the winding-up process.

Conveniently, once the Company in which they held Directorships ceases to exist, I have been advised that it would be very difficult for clients, employees and shareholders to hold Chris, Rem and Mano accountable in a court of law or via arbitration for their flagrant breaches of fiduciary duties and recidivist failures to act in the Company’s best interest.

Chris’s calculation may have been that any legal process would probably have involved various witnesses in court revealing the methods used by Dymon Asia Ventures. Three such witnesses, two of whom are involved with their remaining four portfolio companies, have offered to testify against the principals at Dymon’s venture fund if it came to a court hearing.

In addition, Singapore’s MAS is now looking into Chris’ possible insider dealing in Otonomos’ shares.

Rem too may have been uncomfortable hearing some clients of Otonomos confirm the rumours, widely heard in Singapore and beyond, of how he allegedley helped facilitate capital flight from China via Fenbushi’s active participation in ICOs by Chinese teams abroad.

Be it as it may, whilst most of the Company’s employees are now scrambling to find new employment, Chris still safely cashes in on the monthly paycheck subsidised by the big fund of which Dymon Asia Ventures is part, and so does his master-of-dark-arts Jinesh Patel, General Partner at the venture fund.

Rem too should be okay and was in any event rumoured to join a US-based blockchain fund.

Together with Mano, they have caused real upset in the lives of clients, employees and fellow investors, none of whom are shielded by the institutional insulation Chris and Rem enjoy.

#metoo

In reporting on their crescendo of crimes against the Company I founded, I am aware that I am putting myself at risk of defamation suits and further baseless counter-allegations.

However, just as the #metoo Twitter handle caused women to come forward with stories of abuse, I hope my report of a different kind of abuse at the hands of two minority VCs will prompt fellow founders to whistleblow if they have similar experiences, in the knowlegde that justice can be done by telling the truth in the court of public opinion, as I have tried in these Medium posts.

That is why, unless current lawsuits continue, I’d rather draw a line under this sorry saga and use future Medium posts to report on progress of what I am building, rather than on what is being destroyed.


TWO LESSONS AND A THANK YOU

Before I do so, two lessons and a thank you:

Lesson 1: Startups deserve the VCs they choose

Startups probably deserve the VCs they choose, and I of course blame myself for not having done more due diligence on who I let in as investor.

Whilst evidently not all VCs are created equal, surely something is wrong with a model in which we leave governance too centralised in the hands of the owners of capital in a company, thereby continuing to put inventors and dreamers at the mercy of institutionalised financialdom.

Irrespective of the quality of VCs, perhaps it is in how we “smart contractify” governance within our entrepreneurial endeavours that ICOs will ultimately have a bigger role to play, beyond hoovering up crypto from stale wallets in return for utility or equity tokens.

Lesson 2: Never surrender

With the risk of platituding: one should never give up on one’s dream, despite setbacks, and in the face of easy money.

I say this because the original mission of Otonomos was to engineer V2.0 of the limited company, to put together a “new vehicle for human ingenuity”.

Along the road, this mission fell by the wayside as revenue streamed in and financial metrics took over.

My plan is therefore to return to my original idea of engineering a new type of organisational structure right at the tangent of code and law, using smart contracts to improve on the faulty governance mechanisms of the legacy world, instead of blindly copying them onto blockchain.

More immediately, the new Otonomos, which is being readied for launch this February, will be about giving people “freedom tools” to help them set up, participate and own entities that let them author their own lives as free agents in the crypto economy.

In doing so, Otonomos reincarnate can hopefully help contribute to the emerging decentralised paradigm.

Thanks

Meantime, thanks to all of you who have been with me for part — and some for most — of this wondeful walk, through valley and mountains.

Han

Founder, Otonomos.com

OTONOMOS.COM

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