Use of Services and Risk Disclosure Statement
It is important that each investor who is a U.S. person (“Investor” or “you”) reads and fully understands the relevant risks related to the investments or transactions in the Carta hosted Fund and SPV products you may effect via the platform provided by Carta or its affiliates (the “Platform”). The specific risks related to any vehicle or product are described in the relevant subscription or offering materials for such product. You should fully review all materials related to any product before investing in or using such product.
Transactions effectuated through the Platform are primarily intended to effect exposure to unregistered equity securities (“Private Securities”) of issuers (“Target Company Issuers”) in transactions exempt from registration under the Securities Act of 1933.
Each Investor confirms that neither Carta nor any of its affiliates, employees, agents, principals or representatives: 1) recommend any security, transaction or order; 2) solicit orders; 3) act as a market maker in any security; 5) produce or provide research; or 6) provide legal, tax or accounting advice.
Each investment or product also carries its own specific risks, and Investors should complete their own independent due diligence regarding the investment or product, including obtaining additional information about the company, opinions, financial projections and legal or other investment advice. Past performance is not necessarily indicative of future results. By investing their money in Private Securities through the Platform, each Investor should make every effort to understand the risks involved based on their independent due diligence.
Each Hosted SPV Will Passively Invest in a Single Target Company Issuer. Each hosted special purpose vehicle (“SPV”) is expected to invest in Private Securities of a single Target Company Issuer. There is no assurance that the SPV’s investments will be profitable, and there is a substantial risk that losses and expenses will exceed income and gains. The SPVs will not provide for portfolio diversification and are operated on a passive basis. The General Partner of the SPV will not have or will have little control over the day-to-day management of a Target Company Issuer.
Each Hosted Fund Will Passively Invest in a Multiple Target Company Issuers. Each hosted fund (“Fund”) is expected to invest in Private Securities of multiple Target Company Issuers. There is no assurance that the Fund’s investments will be profitable, and there is a substantial risk that losses and expenses will exceed income and gains. The Funds may not provide for portfolio diversification and are operated on a passive basis. The General Partner and Manager of the Fund will not have or will have little control over the day-to-day management of a Target Company Issuer.
Target Company Issuers’ Valuations May Be Volatile. There is no assurance that any Private Security will appreciate, and there is a substantial risk that losses and expenses will exceed income and gains. The value of any Private Security will depend upon many factors beyond Carta’s control and unrelated to Carta or its affiliates. Any Target Company Issuer may need substantial additional capital to support growth or to achieve or maintain its operations. Such capital may not be available on attractive terms, and the value of any investment may be impacted by dilution in multiple rounds of financing for any Target Company Issuer. The market for technology companies and other emerging growth companies is extremely volatile. There can be no guarantee that any Private Securities will result in a liquidity event via public offering, merger, acquisition or otherwise, and there is a significant risk that any investment will yield little or no return.
Investors must be prepared to withstand a total loss of their investment.
Information on Any Target Company Issuer May Be Incomplete and Not Available. Public information on any Target Company Issuer may be difficult to obtain or verify. The information regarding any Target Company Issuer may be incomplete, including information that will affect the valuation and projections of any Target Company Issuer. Carta and the lead partner (a “Lead Partner”) in SPV or operator (an “Operator”) in a Fund will not undertake due diligence with respect to any Private Security. A Target Company Issuer may have no operating history upon which prospective investors can evaluate its likely performance.
—-
Where Vauban Advisers LLC (“US Adviser”) or other Carta affiliate serves in an advisory capacity, the sole purpose of any SPV is to make a single investment into a Target Company Issuer, and the services of the US Adviser is solely to operate the SPV to effect that objective. Certain of the factual statements made in the SPV offering materials are based upon information from various sources believed by the General Partner to be reliable. The General Partner and the SPV will not have independently verified any of such information and shall have no liability for any inaccuracy or inadequacy thereof.
Where Vauban Capital Lux Sàrl (“Lux Manager”) or another of its affiliates serves in an advisory capacity, the sole purpose of any Fund is to make a single investment into a one or more Target Company Issuers, and the services of the Lux Manager is solely to operate the Fund to effect that objective. Certain of the factual statements made in the Fund offering materials are based upon information from various sources believed by the Lux Manager to be reliable. The Lux Manager and the Funds will not have independently verified any of such information and shall have no liability for any inaccuracy or inadequacy thereof.
To the extent any Lead Partner, Operator, or Target Company Issuer provides any information about any Private Security or Target Company Issuer, no such information will be reviewed or verified by Carta, its affiliates, the US Adviser, or the Lux Manager, and no such provision of information shall constitute a recommendation to transact in any of SPV or Fund and any underlying securities or to otherwise engage in any investment strategies.
Any Target Company Issuer and its management may be subject to conflicts of interest. In preparing information, a Target Company Issuer and its management may have an incentive to select or format information in a manner that could be deemed to overly emphasize positive attributes over negatives attributes, and they may lack the discipline that is enforced in a public company context by independent auditors, research analysts, lengthy operating histories, and experienced financial and other executives, personnel, and systems.
ALL INFORMATION THAT MAY BE PROVIDED BY CARTA OR ITS AFFILIATES IS “AS IS.” CARTA MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS OR PERFORMANCE OF ANY INFORMATION, OR WITH RESPECT TO NON-INFRINGEMENT OR OTHER VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS. CARTA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF ANY THIRD-PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
Private Securities May Be Illiquid. Investments in SPVs and Funds or any underlying Private Securities are likely to be illiquid. There may be no readily available market for securities of any SPVs or Funds, or any underlying Private Security, and the disposal of any investment may be prohibited or delayed many years from the date of initial investment for legal and/or regulatory reasons. Moreover, the interests in any SPV or Fund may not be assigned, transferred or encumbered without the prior written consent of the General Partner.
Carta and its Affiliates May Provide Other Services to Target Company Issuers and Investors. Carta and its affiliates may currently or from time to time engage in business with the Target Company Issuers or buyers and sellers in the secondary market, including for the provision of cap table management, fund administration, tender offer facilitation, tax advisory, valuation, and other services. Neither Carta nor its affiliates makes any representation or warranty with respect to any matters whatsoever relating to its unrelated business with such parties.
Last updated: January 1, 2024