1. About the Fund
Adamant Capital is furnishing the information in the Sites to sophisticated prospective investors for informational purposes only to provide a high-level overview of Adamant Capital, LP (the “Investment Manager”) and in relation to a potential opportunity to subscribe for limited partner interests (“Interests”) in Adamant Fund I, LP. This is neither an offer to sell nor a solicitation to buy interests in the Fund. Interests in the Fund are offered only by a current confidential private placement memorandum (“PPM”) pursuant to Rule 506(c) of the Securities Act of 1933, as amended (the “Securities Act”).
Investors in the Fund must meet all of the following eligibility requirements: (i) “accredited investors” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act; (ii) “qualified clients,” as defined under the Advisers Act of 1940, as amended; and (iii) “qualified purchasers,” as defined under the Investment Company Act of 1940, as amended.
These securities have not been registered under the Securities Act, nor qualified, approved or disapproved under any other federal or state securities laws. Neither the Securities and Exchange Commission nor any other federal or state regulatory authority has passed on or endorsed the merits of this offering or the accuracy or adequacy of the Sites or the PPM. Any representation to the contrary is unlawful. The securities offered hereby may not be sold, transferred or otherwise disposed of by an investor unless they are registered under the Securities Act and, where required, under the laws of other jurisdictions, unless such proposed sale, transfer or disposition is exempt from such registration.
The Sites should not form the basis for any investment decision. The Fund’s PPM and its organizational documents should be carefully reviewed prior to investing. To request a copy of the PPM and other Fund documents, please click here, email [email protected] or call (469) 751-2142 to establish an account and start our onboarding process.
The Fund is managed by:
- Adamant Capital, LP
- Nueces Street
- Austin, TX 78701
An investment in the Fund is highly speculative and suitable only for persons that, among other things, have adequate means of providing for their current needs and personal contingencies and have no need for liquidity in their investment. An investment in the Fund should not be made by any person that (a) cannot afford a total loss of its principal or (b) has not carefully read or does not understand the PPM, including the portions disclosing conflicts of interest, the risks and the income tax consequences of an investment in the Fund. Adamant Capital GP I, LP, the Fund’s general partner (the “General Partner”), in its sole discretion, may decline to admit any investor for any reason. Past performance does not guarantee future results. See the ‘Certain Risk Factors’ section below.
2. Electronic Signature
Please read these Terms carefully, as your access or use of the Sites constitutes your acceptance of these Terms. Where indicated, by clicking on the “ACCEPT” button or other indicator of your electronic acceptance of these Terms, you agree to conduct each transaction by electronic means and Adamant Capital and you hereby state that electronic signatures shall have the same force and effect as original or hand-written signatures with respect to these Terms and all electronic records or transactions entered into between you and Adamant Capital with respect to the Sites or any funds offered to you by Adamant Capital. You hereby affirm your intent to conduct transactions using electronic signatures and records. You may revoke approval of this electronic signature process at any time with prior written notice to Adamant Capital; however this may result in Adamant Capital’s suspension or termination of all transactions and/or access or use of the Sites absent your acknowledgment of agreement or consent by other valid legal means. If you do not agree to be bound by these Terms and click the “DO NOT ACCEPT” button, you will not be permitted to continue the onboarding process to obtain information from the Sites.
3. Account Set-Up
Browsing the Sites’ public pages is currently provided free of charge to any person. You also can sign up for our email listings or newsletters without setting up an account. However, access to certain features of the Sites will require an account to be first established and activated.
Establishing an Account
You may sign up for an account administered by Adamant Capital by logging into our official Sites, completing the online forms and following the directions to submit a request to set up an account. As part of the account activation process, you must certify that you are 18 years of age or older and a resident of the United States of America. When you register for an account, you will be asked to create a unique user name and password, and enter a valid email address for your account. You will be asked whether you have read and agree to abide by these Terms and any additional terms set forth on the account set up page. If you answer “ACCEPT” and you otherwise are eligible, your account may be activated. If you answer “DO NOT ACCEPT” or otherwise are not eligible, your account will not be activated and you will not be permitted to access those portions of the Sites.
Adamant Capital reserves the right to decline to activate an account for any person for any reason. If your account is activated, you will receive a notification email immediately after you register. Once you have confirmed, you will be permitted to log in, view, load, and use the specific features of the Sites for which you have been registered. By making such confirmation, you acknowledge that you have read these Terms, understand your rights and obligations, and agree to be bound by these Terms. You acknowledge that certain features of the Sites may be provided subject to additional terms and conditions (or a separate written agreement only) and you agree that you will abide by such additional terms and conditions applicable to those portions of the Sites.
You must have a password to access certain portions of the Sites online via your account. You are responsible for maintaining the secrecy of your password and protecting against unauthorized use of your password. You also are responsible for all activities that occur under your password and user name or your account made by you or others. You will immediately notify Adamant Capital if your password is lost, stolen, disclosed to an unauthorized third party or otherwise has been compromised or if there is any other breach of security. You will be permitted to access only those portions of the Sites for which you have been granted permission to use by Adamant Capital.
In consideration of your use of the Sites, you agree to: (i) provide true, accurate, current, and complete information about yourself as prompted by our account activation form; and (ii) maintain and promptly update such account information to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such account information is untrue, inaccurate, not current or incomplete, we reserve the right to suspend or terminate your account and refuse any and all current or future use of the Sites or any portion thereof.
4. No Advice on Investment
The Sites and their content are for informational and educational purposes only. If you wish to obtain further details about any information contained on the Sites, please contact [email protected]
You alone will need to evaluate the merits and risks associated with the use of the Sites. Decisions based on information obtained from the Sites are your sole responsibility. Before making any decision on the basis of this information, you should consider (with or without the assistance of a financial or tax advisor) whether the information is appropriate in light of your particular investment needs, objectives, risk tolerances and financial circumstances. Investors should seek financial advice regarding the suitability of investing in any securities or following any investment strategies.
Although the Sites may provide information relating to approaches to investing or types of digital assets and other investments you might buy, sell or hold, no information available through the Sites is intended or should be construed as any advice, recommendation or endorsement from us as to any legal, tax, investment or other matter. No reference to any specific digital asset or security constitutes a recommendation to buy, sell or hold that security or any other security. Except for the PPM for the Fund, nothing on the Sites shall be considered as a solicitation or offer to buy or sell any digital asset, fund security, future, option or other financial instrument or to offer or provide any investment advice or service to any person in any jurisdiction. Nothing contained on the Sites constitutes investment advice nor offers any opinion with respect to the suitability of any digital asset or security, and the views expressed on the Sites should not be taken as advice to buy, sell or hold any digital asset or security. In preparing the information contained in the Sites, we have not taken into account the investment needs, objectives, risk tolerances or financial circumstances of any particular investor. This information has no regard to the specific investment objectives, financial situation, risk tolerances or particular needs of any specific recipient of this information and investments discussed may not be suitable for all investors.
Any views expressed on the Sites by us were prepared based upon the information available to us at the time such views were written. Changed or additional information could cause such views to change. All information is subject to possible correction. Information may quickly become unreliable for various reasons, including changes in market conditions or economic circumstances. If an investment is denominated in a currency other than the recipient’s currency, changes in the rates of exchange may have an adverse effect on value, price or income. The levels and bases of taxation may also change from time to time.
5. Certain Risk Factors
An investment in Adamant Fund I is speculative & entails substantial risks, and should not constitute an investor’s entire portfolio. Investors could lose all or substantially all of their investment therein. No assurances can be made that the Fund will achieve its investment objectives or that losses will be avoided. Among the risks associated with the Fund are the following:
- The Fund will be substantially dependent on the services of the principals. The Bitcoin Alpha strategy has not been used previously by Adamant Capital or its affiliates in managing client capital.
- Digital assets possess certain general characteristics which lead to heightened regulatory risk.
- The prices of digital assets such as Bitcoin have historically been subject to dramatic fluctuations and subject to changes in sentiment, which makes them highly volatile.
- Borrowing USD using Bitcoin collateral involves not only many of the same risks as borrowing using securities-based loan programs, but also other risks associated with novel lending structures and non-bank lenders and platforms offering such loans, as well as digital assets generally. As a result, there is a risk that the Bitcoin collateral will be lost or stolen. This situation might arise in the event of collusion between the lender and the escrow agent holding the collateral.
- While the Fund’s investment program seeks to maintain a high percentage of the Fund’s assets in a bitcoin reserve, the Fund is subject to a possible worst-case scenario following a precipitous drop in Bitcoin prices.
- Even though many investment funds with a cryptocurrency-focused strategy have launched in the last few years, relatively few accept in-kind contributions as a practical matter and, even if they do so, tend to convert such contributions to USD or another government currency. Among other things, there is a risk that Bitcoin contributed to the Fund are subject to a security interest or lien by a third party.
- Because valuations of certain virtual currencies and other digital assets may be based on subjective factors and the interpretation of unobservable inputs, such valuations may fluctuate over short periods of time and may be based on estimates.
- The Fund faces the risks of trade failure and non-performance by digital asset trading platforms and OTC counterparties and such non-performance may cause the Fund’s trades in digital assets to be unrealized, thus causing the Fund to suffer a loss.
- By investing in the Fund, investors in the Fund accept the broad discretion of the Manager to select custodians, trading platforms and other providers, as well as the inherent regulatory and other risks applicable to virtual currencies and other digital assets not only with respect to the Fund but also with respect to the digital asset custodians, trading platforms and other providers with whom the Fund transacts.
- There are numerous factors related to the markets in general and to the implementation of the Bitcoin Alpha strategy which cannot be, and have not been, accounted for in the preparation of the information set forth in the Sites, all of which can adversely affect actual performance results for the Fund.
See the PPM for Fund terms and additional risk factors & disclosures.
6. Applicable Law
Interests in the Fund are offered and sold only to persons residing in the United States and are offered by PPM only. While you may obtain a PPM and other information about the Fund at the Sites, an offering of the Fund is directed to, and are intended to be made available only to persons in the United States. 4 Nothing on the Sites should be considered a solicitation to buy or offer to sell interests in the Fund in any jurisdiction where such offer or solicitation would be unlawful under the securities laws of such jurisdiction.
The Sites are controlled and operated from within the State of Texas in the United States of America. Those who choose to access the site from other locations do so on their own initiative and are responsible for compliance with local laws or regulations. These Terms shall be governed, construed and enforced in accordance with the laws of the State of Texas, without regard to its conflicts of law provisions, and applicable U.S. federal law. If you take legal action relating to these terms, you agree to file such action only in state court in Travis County, Texas, or federal court within the Western District of Texas, and you consent and submit to the personal jurisdiction of those courts for the purposes of litigating any such action.
7. Restrictions on Use
You may not:
- Copy, reproduce, republish, upload, post, transmit or distribute in any way material from the Sites in any manner inconsistent with the purposes for which it is offered by Adamant Capital to its customers, prospective customers or members of the general public.
- Without Adamant Capital’s express written permission, copy, modify or display the trade names, trademarks or logos, or any text, graphic images or other content from the Sites. (To obtain express written permission, you can send us an email by clicking on “Contact Us” from the home page.)
- Redeliver any of the pages, text, images or other content of the Sites using “framing” technology without Adamant Capital’s express written permission.
- Use devices (including software) that are designed to provide repeated automated access to the Sites other than those made generally available by Adamant Capital.
- Include “Adamant Capital”, “Adamant Fund I”, or other Adamant Capital or Fund trademarks or trade names, the name of any Adamant Capital personnel, or any variation of any of the foregoing, as a metatag, hidden textual element or any other indicator that may create a false or misleading impression of affiliation, sponsorship or endorsement between any user and/or site and Adamant Capital. See also the “Copyright and Trademarks” policy below.
- Collect or store personal data about other users of the Sites.
- Upload, email or otherwise transmit any material that contains viruses or any other computer code, files or programs that might interrupt, limit or interfere with the functionality of any computer software, hardware or file communications equipment that is owned, leased or used by Adamant Capital.
- Create a link to the Sites unless the user or the operator of the other website has executed a standard agreement with Adamant Capital for the granting of permission to establish such a link.
8. Privacy and Security
For information on how Adamant Capital uses and protect the personal information you may provide on the Sites, please click on this link. 5 You may not use the Sites to collect or harvest personal information about other persons or otherwise use the Sites in a manner that is inconsistent with their privacy or personal data protection rights.
9. Site Contents
ALL INFORMATION AND CONTENT ON THE SITES OR THROUGH THE SITES ARE SUBJECT TO APPLICABLE STATUTES AND REGULATIONS, FURNISHED “AS IS,” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ADAMANT CAPITAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE AND NON-INFRINGEMENT.
Adamant Capital has implemented procedures to ensure that all information provided via the Sites is accurate and error-free and that all services furnished via the Sites are reliable and uninterrupted. 6 However, Adamant Capital makes no warranties or representations that such information is accurate or error-free or that such services will be error-free, continuously available or free from viruses, worms, programming errors or other harmful components.
Adamant Capital endeavors to maintain the Sites and its operation, but is not, and cannot be, responsible for the results of any defects that may exist in the Sites or its operation. As to the operation of the Sites, Adamant Capital expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Adamant Capital makes no warranty that (i) the operation of the Sites will meet the user’s requirements; (ii) access to the Sites will be uninterrupted, timely, secure, free of viruses or other harmful components, or free of errors; (iii) the results that may be obtained from the use of the Sites will be accurate or reliable; or (iv) defects will be corrected. You (and not Adamant Capital) assume the entire cost of all servicing, repair or correction that may be necessary for your computer equipment and software as a result of any viruses, errors or other problems you may have as a result of visiting the Sites.
See also the ‘Limitation of Liability’ section below.
10. Copyright and Trademarks
Adamant Capital maintains a copyright or trademark to all of the information and materials contained on the Sites, except those clearly identified with other persons, which are the property of their respective owners. Our trade names and trademarks may not be used by others. Unauthorized copying, reproducing, uploading, downloading, duplicating or transmitting of any material contained on the Sites is prohibited without express prior written consent.
The contents of the Sites are protected by applicable copyright laws. No permission is granted to copy, distribute, modify, post or frame any text, graphics, video, audio, software code, or user interface design or logos.
Nothing in these User Terms should be construed as conferring by implication, estoppel or otherwise, any license or right under or to any intellectual property right, including without limitation, any patent, trademark, service mark or copyright of Adamant Capital or any third party. Unless otherwise indicated, Adamant Capital allows you to view and print information, documents, and web pages located on the Sites for your own personal use but not for resale provided that the copies must retain any copyright, intellectual property, proprietary or other notices or disclaimers contained in the original materials. Failure to abide by these conditions will immediately terminate this permission and may result in the infringement of the copyrights and/or trademarks owned by Adamant Capital or its licensors.
11. Third Party Content
Adamant Capital is not responsible for the accuracy or completeness of any information provided by third parties through the Sites, whether by hyperlink or otherwise. As a convenience to our users, some of the documents in the Sites contain links to information created and maintained by other organizations. Please note that we do not control, cannot guarantee, and are not responsible for the accuracy, timeliness or even the continued availability or existence of this outside information.
The Sites may also provide links or reference to other websites or social media accounts. While we endeavor to provide links only to those sites that are reputable and safe, we cannot be held responsible for the information, products or services obtained from such other sites and will not be liable for any damages arising from your access to such sites. Any links to third party sites are provided merely as a convenience to the users of the Sites and any inclusion of such links on the Sites does not imply an endorsement of the linked sites or their content. Adamant Capital is not responsible for webcasting or any other form of transmission received from any linked site.
12. Modification and Monitoring
Adamant Capital reserves the right, at their discretion, to change, modify, add or remove these Terms and the content of the Sites at any time and without notice. We suggest that you check this information periodically for changes. These Terms may be accessed from links on the home page and other pages of the Sites. If you use the Sites after we post changes to the information or the content of the Sites, you accept such changes. We expressly reserve the right to monitor any and all use of the Sites.
Adamant Capital may terminate your access to the Sites (or any feature thereof) at any time for any reason. Cause for such termination shall include, but not be limited to: (i) breaches or violations of these Terms; (ii) requests by law enforcement or other government agencies; (iii) a request by you (self-initiated account deletions); (iv) discontinuance or material modification to the services (or any part thereof) offered from the Sites; (iv) unexpected technical or security issues or problems; (v) extended periods of inactivity; (vi) fraudulent or illegal activities performed by or on behalf of you in connection with the Sites; (vii) discontinuance of the Sites as a whole; (viii) a statement by you that you no longer agree to these Terms, or a statement by you otherwise requesting termination of your access to the Sites; and/or (ix) any other reason considered by Adamant Capital to be in its best interest.
14. Limitation of Liability
IN NO EVENT SHALL ADAMANT CAPITAL BE LIABLE FOR ANY DAMAGES (WHETHER INDIRECT, DIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE) OR INJURY OR LOSS, INCLUDING, BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFITS, BENEFITS, USE OR DATA THAT MAY RESULT FROM ANY PERFORMANCE, FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR WORM, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF INFORMATION, RESULTING FROM THE USE OF OR ACCESS TO THE SITES. IF YOU LIVE IN A STATE THAT DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. HOWEVER, IN NO EVENT SHALL ADAMANT CAPITAL’S TOTAL LIABILITY TO YOU FOR DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED $1,000.
15. Integration and Severability
If any provision of these terms is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and will not affect the validity and enforceability of the remaining provisions.