DISCLAIMERS

VSEED CAPITAL PARTNERS’ INVESTMENT DISCLAIMERS AND NOTICES

 (January 2, 2022)

Introduction

These disclaimers and notices are published here only for your convenience; do not rely on these disclaimers and notices for investment purposes. If you want to invest in any Vseed Capital opportunity, you must rely only on the disclaimers and notices in the applicable offering and subscription documents, and any associated documentation (e.g., limited partnership agreements, operating agreements, etc.).


Venture Fund Notice

VSEED CAPITAL FUND I, LP (THE “FUND” AND THE “PARTNERSHIP”) IS A VENTURE CAPITAL FUND.

  1. THE FUND PURSUES A VENTURE CAPITAL STRATEGY.
  2. IMMEDIATELY AFTER ANY ASSET ACQUISITION, OTHER THAN QUALIFYING IN-VESTMENTS OR SHORT-TERM HOLDINGS, THE FUND WILL NOT HOLD MORE THAN 20% OF THE AMOUNT OF THE FUND’S AGGREGATE CAPITAL CONTRIBUTIONS AND UNCALLED COMMITTED CAPITAL, IF ANY, IN NON-QUALIFYING AS-SETS (OTHER THAN THOSE ASSETS HELD IN SHORT-TERM HOLDINGS) VALUED AT COST OR FAIR MARKET VALUE, CONSISTENTLY APPLIED BY THE FUND.
  3. THE FUND DOES NOT BORROW MONEY, ISSUE DEBT OBLIGATIONS, PROVIDE GUARANTEES, OR OTHERWISE INCUR LEVERAGE ABOVE 15% OF THE FUND’S AGGREGATE CAPITAL CONTRIBUTIONS AND UNCALLED COMMITTED CAPITAL COMMITMENTS. SUCH BORROWING, INDEBTEDNESS, GUARANTEE, OR LEVER-AGE WILL ONLY BE FOR NON-RENEWABLE TERMS NOT LONGER THAN 120 CALENDAR DAYS. EXCEPTION TO THIS NOTICE INCLUDES FUND GUARANTEES FOR QUALIFYING PORTFOLIO COMPANY OBLIGATIONS, UP TO THE AMOUNT OF THE VALUE OF THE FUND’S INVESTMENT IN THE QUALIFYING PORTFOLIO COMPANIES; SUCH INVESTMENTS MAY NOT BE SUBJECT TO THE 120 CALENDAR-DAY LIMITS.
  4. NOTWITHSTANDING EXTRAORDINARY CIRCUMSTANCES, THE FUND ONLY IS-SUES SECURITIES FOR WHICH HOLDERS (I.E., LIMITED PARTNERS) HAVE NO RIGHT TO WITHDRAW, REDEEM, OR REQUIRE THE REPURCHASE OF SUCH SECURITIES. HOLDERS OF THE SECURITIES ISSUED PER THIS OFFERING MAY BE ENTITLED (BUT ARE NOT GUARANTEED) TO RECEIVE PRO-RATA DISTRIBUTIONS MADE TO ALL HOLDERS.
  5. THE GENERAL PARTNER HAS NOT REGISTERED THE FUND UNDER SECTION 8 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (15 U.S.C. 80A-8); IT HAS NOT ELECTED FOR THE PARTNERSHIP TREATMENT AS A BUSINESS DEVELOPMENT COMPANY UNDER SECTION 54 OF THAT ACT (15 U.S.C. 80A-53).


Disclaimers

  1. THE ISSUER HAS NOT REGISTERED THE VSEED CAPITAL FUND, LP (THE “FUND”) UNITS (OR INTERESTS) UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE. MOREOVER, IT HAS NOT REGISTERED THE FUND UNDER THE INVESTMENT COMPANY ACT OF 1940 OR THE SECURITIES LAWS OF ANY STATE.
  2. THE FUND OPERATES UNDER SEC RULE 506(c) OF REGULATION D, WHICH PRO-VIDES EXEMPTIVE RELIEF TO AN ISSUERS WHO BROADLY SOLICITS AND GENERALLY ADVERTISES AN OFFERING WHILE STILL DEEMING THE OFFERING PRIVATE.
  3. YOU MAY NOT TRANSFER THE SECURITIES OFFERED HEREIN EXCEPT AS PER-MITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS UNLESS YOU TRANSFER THE SECURITIES UNDER REGISTRATION OR EXEMPTION FROM THE SECURITIES ACT; INVESTORS MAY TRANSFER THE SECURITIES ONLY PER THE LIMITED PARTNERSHIP AGREEMENT.
  4. AN INVESTMENT IN THE FUND INVOLVES A SIGNIFICANT RISK OF LOSS, INCLUDING A TOTAL LOSS OF ALL RISK CAPITAL.
  5. THE DELIVERY OF OFFERING DOCUMENTS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, INTERESTS IN THE FUND IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNAUTHORIZED, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
  6. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY FOR ANY PERSON WHO HAS NOT EXECUTED AND RETURNED A SUBSCRIPTION AGREEMENT (OR EQUIVALENT DOCUMENTS) OR WHOSE PURCHASER REPRESENTATIVE HAS NOT COMPLETED AND RETURNED AN INVESTOR QUESTIONNAIRE OR PURCHASER REPRESENTATIVE QUESTIONNAIRE, IN FORM AND SUBSTANCE SATISFACTORY TO THE GENERAL PARTNER. THE ISSUER IS MAKING THIS OFFERING TO A LIMITED NUMBER OF ACCREDITED INVESTORS.
  7. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS PASSED UPON THE MERITS OF THIS OFFERING OR MAK-ING A PARTNERSHIP INVESTMENT. THE SAME HAVE NOT PASSED UPON THE AC-CURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
  8. PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM (IN PART OR AS A WHOLE) AS INVESTMENT, TAX, OR LEGAL ADVICE. PROSPECTIVE INVESTORS OR SUCH INVESTOR’S PURCHASER REPRESENTATIVE (IF ANY), AND SUCH INVESTOR’S FINANCIAL, TAX, OR LEGAL COUNSEL, SHOULD THOROUGHLY REVIEW THIS MEMORANDUM AND ANY OTHER DOCUMENTS DE-LIVERED IN CONNECTION WITH IT.
  9. THE INFORMATION CONTAINED HEREIN IS ACCURATE ONLY AS OF THE DATE OF THIS MEMORANDUM. THE INFORMATION IS SUBJECT TO CHANGE AT ANY TIME.
  10. THE VSEED CAPITAL PARTNERS, LLC (THE GENERAL PARTNER) WILL PROVIDE ADDITIONAL INFORMATION; THEIR ADDRESS AND TELEPHONE NUMBER ARE IN THE DIRECTORY SECTION OF THIS MEMORANDUM.
  11. THE ISSUER IS MAKING THIS OFFERING ONLY BY DELIVERY OF A COPY OF THIS MEMORANDUM TO THE PERSON WHOSE NAME APPEARS HEREON (OR MAKING AN UNNAMED COPY AVAILABLE VIA A SECURE PORTAL) AND WHO FURTHER MEETS THE SUITABILITY AND INVESTOR QUALIFICATION STANDARDS OUTLINED IN THIS MEMORANDUM.
  12. ACCORDINGLY, IF YOU PURCHASE AN INTEREST, YOU WILL BE REQUIRED TO REPRESENT AND WARRANT THAT YOU HAVE READ THIS MEMORANDUM AND ARE AWARE OF AND CAN AFFORD THE RISKS OF AN INVESTMENT IN THE FUND. THE ISSUER WILL REQUIRE REPRESENTATION THAT YOU ARE ACQUIRING THE INTEREST (I.E., ANY INVESTMENT) FOR YOUR ACCOUNT, FOR INVESTMENT PURPOSES ONLY, AND NOT WITH ANY RESALE OR TRANSFER INTENTION. THIS IN-VESTMENT IS SUITABLE ONLY IF YOU HAVE ADEQUATE MEANS OF PROVIDING FOR YOUR CURRENT AND FUTURE CASH FLOW AND INCOME NEEDS, IF YOU CAN HOLD THIS INVESTMENT FOR AN INDEFINITE PERIOD, AND CAN AFFORD TO LOSE THE ENTIRE AMOUNT OF YOUR INVESTMENT.
  13. ALTHOUGH THIS MEMORANDUM CONTAINS SUMMARIES OF CERTAIN TERMS OF CERTAIN DOCUMENTS (E.G., THE LIMITED PARTNERSHIP AGREEMENT), YOU SHOULD REFER TO THE ACTUAL DOCUMENTS FOR COMPLETE INFORMATION CONCERNING THE RIGHTS AND OBLIGATIONS OF THE PARTIES. (COPIES OF SUCH DOCUMENT ARE INCLUDED OR REFERENCED HEREIN OR ARE AVAILABLE SEPARATELY UNDER SEPARATE COVER FROM THE GENERAL PARTNER.) ALL SUCH SUMMARIES OR REFERENCES ARE QUALIFIED IN THEIR ENTIRETY BY THE TERMS AND CONTEXT OF THE ACTUAL DOCUMENTS. NEITHER THE ISSUER NOR THE GENERAL PARTNER HAS AUTHORIZED ANOTHER PERSON TO MAKE REPRESENTATIONS OR FURNISH INFORMATION ABOUT THE PARTNERSHIP OR THE IN-VESTMENT OPPORTUNITY.
  14. THE ISSUER HAS NOT SOUGHT AN INTERNAL REVENUE SERVICE RULING CONCERNING ANY TAX MATTERS DISCUSSED IN THIS MEMORANDUM. THE ISSUER NOW CAUTIONS YOU THAT THE VIEWS CONTAINED HEREIN ARE SUBJECT TO MATERIAL QUALIFICATIONS AND SUBJECT TO POSSIBLE CHANGES IN REGULATIONS BY THE IRS OR BY CONGRESS IN EXISTING TAX STATUTES OR THE INTERPRETATION OF EXISTING STATUTES AND REGULATIONS.
  15. EXCEPT WHERE OTHERWISE INDICATED, THIS MEMORANDUM SPEAKS AS OF THE DATE HEREOF. NO DELIVERY OF THE MEMORANDUM OR SALE OF SECURITIES DESCRIBED HEREIN SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE FUND OR THE GENERAL PARTNER SINCE THE DATE HEREOF.


COVID-19 Considerations

As of the date of this memorandum, the novel coronavirus pandemic, including all COVID-19 variants (COVID-19), continues to impact private and commercial activities worldwide, driving significant instability, volatility, and uncertainty in various financial markets and industries worldwide. Currently, the full extent of the global impact of the pandemic is uncertain. The reaction of the United States (U.S.) Government and governments throughout the world are ever-changing and evolving. COVID-19 has already had—and will likely continue to have—severe implications for global markets, including the venture capital and private equity industries. Below are certain items related to the impact of COVID-19; the General Partner believes every prospective investor should consider them in their decision-making process:

  • Investor meeting delays and cancellations: As the U.S. and other countries contemplate or implement travel bans and impose various restrictions, lockdowns, quarantines, and other mandates, investors should expect delays with most in-person meetings and expect in-creased meeting cancelations—all likely to impede capital raising, portfolio development, and operational efforts.
  • Fundraising periods: In addition to in-person meeting delays and increased cancellations, many companies have (and more likely will) imposed or offered mandatory work-from-home policies, which could delay the Partnership’s due diligence, investment selection, and other processes.
  • Increased risk factors: COVID-19 (or any pandemic or similar event) will likely drive new adverse impacts to general partners, fund managers, limited partnerships, target companies, and many other market players and participants. In this regard, it is impossible to anticipate such adverse impacts. This memorandum includes only cursory COVID-19 disclosures.
  • Portfolio company distress: Federal, state, and local business restrictions, national and international travel restrictions, and overall supply chain, employment, and cash flow challenges will likely impair the operations of target companies and portfolio companies. Portfolio company failure risk increases because of these and other unknown or unforeseen challenges, which increases the Partnership’s associated investment risk.
  • Risk management changes: The COVID-19 pandemic will likely cause insurance carriers to reassess, modify, and amend various insurance policies, which could adversely affect or increase the Partnership’s and the portfolio companies’ operating costs.
  • Investor communications: The COVID-19 pandemic may cause delays in the Partnership’s and portfolio companies’ notice filings, tax returns, other investor communications, and the like.


While the full impact of COVID-19 on the private fund sector is not fully determined, it has al-ready delayed initial public offerings, and it has caused delays or cancellations in various private and institutional capital raises. The General Partner believes low investment commitments and fees will help the Partnership whether current and future adverse market effects (relative to traditional funds with much higher capital commitments and management costs). However, investors should consider that COVID-19 might adversely affect the Partnership’s investments (i.e., its portfolio companies and other Partnership assets).


Changes to Vseed Capital’s Website Disclaimers and Notices

Vseed Capital may revise and update these disclaimers and notices from time to time at Vseed Capital’s sole discretion. If we amend or change these disclaimers and notices, we will post the revised disclaimers and notices on our websites, which will be effective immediately upon posting; the amended Terms of Use will apply to your access and use of the websites. (Will not update previously issued offering and subscription documents.)

The date these disclaimers and notices were issued (or last revised) is January 2, 2022.


Questions and Concerns

If you disagree with or do not understand any disclaimer or notice, do not pursue or investment in any opportunity. In such cases, if you want to invest, you must submit your questions or concerns (in writing) to one of the managing directors and subsequently receive explanations and answers to your satisfaction.



Contact Information

Submit your questions or concerns about these disclaimers and notices to:

Vseed Capital Partners, LLC
1030 N Center Parkway
Kennewick, WA 99336
Telephone Number: +1.509.222.2222
Email: Info@VseedCapital.com
Contact Form: https://www.VseedCapital.com/Contact


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