Form 21-3 (Article 246-5)(letter)From:

5/21/2020To:

12/31/2020

Explanatory document for FY2020 term

Date: 4/2/2021
Name of Business: Fund VII Corporation
Address or location:(Principal Business Office)
Maples Corporate Services Limited,
PO Box 309, Ugland House,
Grand Cayman, KY1-1104, Cayman Islands
Name: Niall O'Dowd, Director(Name and Title of the Representativein the case that applicant legal status iscorporation )1. Operational status of business(1) Date of notification①Notification in accordance with Financial Instruments and Exchange Act (hereafter“FIEA”) Article 63(2) or Article 63-3(1)Date: 7/28/2020②Notification in accordance with Article 48(2), (4) or (6) of the Supplementary Provisionsof the Act to Partially Amend the Securities and Exchange Act (Act No. 65 of 2006)
Date: Not applicable(2) Types of businesses currently being operated
SPBQII (private placement and investment management）(3) Overview of the current term
The fund started offering activities and held closings with 6 Japan-domiciled
investors in 2020. The fund made 6 investments in 2020.
(4) Status of corporate officers and employees① Number of corporate officers and employees
Corporateofficersof which parttime officers

Employees

TotalTotal

222② Status of corporate officers
Positions

Names

Director

Niall O'Dowd

Director

Riyaz Nooruddin(5) Status of the principal business office, and business offices where Specially Permitted
Businesses for Qualified Institutional Investors, etc.(“SPBQII”) are operated
Name

Number of Corporate

Location

officers and employees

Maples Corporate Services
Limited,Principal Business Office

PO Box 309, Ugland House,

2Grand Cayman, KY1-1104,Cayman Islands
Total

1locations

Total

2(6) Status of external auditing
Name or business name of the certified
public accountant or auditing firm

Details of auditing

Not applicable(Note)
1. Operational status of business(2) Types of businesses currently being operated
In relation to businesses currently under operation, (1)enter "private placement"
if they include businesses relating to acts specified under FIEA Article 63(1)(i);(2)enter "investment management" if they include those relating to acts specified
under (ii) of the same Paragraph; (3)if they include those specified under theprovisions of Article 17-13(2) of the Enforcement ordinance of the FinancialInstruments and Exchange Act as businesses that especially require theprotection of investors among those specified under (9) of the same Article,
please indicate thus; and (4)if there are other businesses, please enter the typesof such businesses. In addition, if there have been changes in such businesses
during the term, please indicate them.
(3) Overview of business operations in the current termPlease give an overview of the business activities, business performance, andimportant events that have affected operating performance during the currentterm.
(4) Status of corporate officers and employees① Number of corporate officers and employeesEnter the numbers of corporate officers and employees (limited to corporateofficers and employees engaged in SPBQII; the same applies in ② below) as
at the end of the current term.
② Status of corporate officers
Create a table and indicate all corporate officers as at the end of the current
term. Note, however, that foreign corporations do not need to indicate
representatives in Japan (i.e., persons specified under FIEA Article 63(7)(i)(d)).
(5) Status of the principal business office, and business offices where SPBQII areoperated
Enter information about the principal business office, as well as each of thebusiness offices where SPBQII are operated ("business offices, etc." hereafter in(5)). In addition, if there have been additions or abolitions of business offices, etc.,
or changes in the names or addresses of business offices, etc. during the term,
please indicate them.
(6) Status of external auditing
Provide relevant information in this section if you have your financial statements
externally audited by certified public accountants or auditing firms at least once
every year.
Indicate whether the audits are statutory or voluntary, and describe specificallyand succinctly the details of the audit results in the "Details of auditing."(7) Status of the fund (excluding Electronically Recorded Transferable Rights That Must
Be Indicated on Securities, etc.)
Names of theFund VII L.P.

Invested Business
Equity(Type of instrument)
Venture fundDetails of theInvested Business(Contents)
venture fund investing in early stage or growth stage
companies primarily in disruptive technology, such as artificialintelligence, blockchain and quantum computing, primarily inNorth America, the European Union, Israel, Japan, and otherAsian countries
Types of theRights based on laws and regulations of a foreign state

Invested Business
EquityLocation of theOverseas - Cayman Islands

accounts into whichinvestment money ispaid
The fund has its bank account at DMS Bank and Trust in theCayman Islands. The fund will accept contributions from
Flow of funds

investors at this bank account. The fund will use the moneyin this account for investment and fund expenses and make
distributions from this bank account.

Duration

May 28, 2020 - ongoing
Types of investors
Qualified Institutional Investors(“QIIs”)
Investors other than QIIs

5of whom individuals

1

Total
investment by QIIs
and its ratio

1of whom individuals

Status of investors

Amount of

Number of investors

6

Amount of investment
Ratio of investment

10,500,000Yen
13.33%

Existence of persons specified
If persons specified
under the items ofunder the items of Article 233-3(“yes” or “none”)
Name or business

Article 233-3 areamong theStatus ofcounterpartyaudits

name of the certified
public accountant orauditing firm
Details of audits(Note)
1. Create a table and provide information for each of the Invested Business Equity
regarding securities equivalents related to FIEA Article 2(2)(v) or (vi). Note, however,that you are only required to provide information in the "Names of the Invested

Business Equity," "Types of the Invested Business Equity" and "Status of investors"
for securities equivalents relating to (v) or (vi) of the same paragraph in which only
professional investors invest.
Please indicate securities equivalents relating to (v) or (vi) of the same paragraphthat were privately placed in the past and the expirations of whose duration are set
in the current term or later, even if there has been no private placement during thecurrent term.
2. This table must be created based on the end of the current term as the basis. If theaccounting period of the fund (referring to assets into which investment orcontribution has been made by persons who own securities equivalents relating toFIEA Article 2(2)(v) or (vi); the same applies in 6) and the term of the notifier ofSPBQII do not match, make entries based on figures at the end of the lastaccounting period that came before the end of the current term.
3. In the "Details of the Invested Business" row, enter specific details of businesses
that will manage the money and other assets being invested or contributed.
4. Select and enter, in the "Types of the Invested Business Equity" column, from"Partnership contract under the Civil Code," "Silent partnership contract,""Investment Limited Partnership contract," "Limited Liability Partnership contract,""Membership rights of an incorporated association," "Rights based on laws andregulations of a foreign state" and "Other rights." Provide specific details if you
select "Other rights." Please also specify the names of laws the rights are based on
and their key details if you select "Rights based on laws and regulations of a foreignstate."
5. In "Location of the accounts into which investment money is paid," indicate namesof the countries or territories where accounts into which customers pay theirinvestment money are located.
6. In the "Flow of funds" section, indicate the names of business or names and rolesof persons responsible for transferring, sending, managing or storing money related
to the fund.
7. In the "Ratio of investment" row under "Amount of investment by QIIs and its ratio"
section, indicate the percentage of the invested amount by QIIs out of the total
invested amount.
8. In the "Existence of persons specified under the items of Article 233-3" column:
Specify "yes" in the case of private placement of Invested Business Equity withpersons specified under the Paragraphs of Article 233-3 as the counterparty, ormanagement of money and other assets invested or contributed by persons otherthan QIIs; otherwise enter "none."

9. Indicate whether the external audits are statutory or voluntary and describe
specifically and succinctly the details of the audit results in the "Details of audits."
10. If there are circumstances that need reporting but do not fit anywhere in this table,
you can indicate this using similar forms within such a scope that they do not cause
misunderstanding.
(7－2) Status of the fund (limited to Electronically Recorded Transferable Rights That
Must Be Indicated on Securities, etc.)
Names of the Invested
Business Equity
Details of the Invested
Business
Types of the Invested
Business Equity
Location of theaccounts into whichinvestment money ispaid
Flow of funds
Duration
Types of investors

Number of investors

Qualified Institutional
Investors
Status of investors(“QIIs”)of whom individuals
Investors other than QIIsof whom individuals
Total

Amount of investment

Amount of investment

yen

by QIIs and its ratio

Ratio of investment%

Existence of persons
If persons specified

specified under the items ofunder the items ofArticle 233-3 (“yes” or “none”)

Article 233-3 areamong thecounterparty

Statusofaudits

Name or businessname of the certified
public accountant orauditing firm

Details of audits(Note)
Provide information according to the Notes in Section (7) above.
2. Status of accounts
Notifier is required to create balance sheets and profit and loss statements.
If the notifier is a corporation other than large companies prescribed under Article 2(vi)of the Companies Act (Act No. 88 of 2005), it is not required to submit profit and loss
statements, but it is required to include net profit/loss in the balance sheets.
If the notifier has made its notification as a member of a partnership, etc., that does nothave judicial personality, it is required to prepare balance sheets and profit and loss
statements of the partnership, etc. However, partnerships, etc., other than those that havebooked 500 million yen or more in investment money, etc. or those that have booked atotal 20 billion yen or more in the liabilities section in the balance sheet for the last fiscal
year do not need to prepare a profit and loss statement but are required to include net
profit/loss in the balance sheets.
Notifiers who are individuals are not required to prepare balance sheets or profit andloss statements.