Regulatory Disclosures and Disclaimers
Exempt Reporting Advisers
AsterAlpine Capital, LLC (CRD# 329587), referred hereinafter as "AsterAlpine", "we", "us", and "our", "AAC", is the exempt private fund advisor that manages multiple 3C1/3C7 exempt private funds. AAC relies on the exemption under 17 CFR 275.203(m)-1 and may be subject to either federal or state-level registration requirements, depending on regulatory thresholds. When managing less than the federally required assets under management, AAC may not be an Exempt Reporting Adviser with the SEC and may instead operate under the jurisdiction of the State of Texas pursuant to applicable state regulations.
The firm acts solely as an investment adviser to one or more qualifying private funds and advises/manages private fund assets of less than $150 million USD using the Regulated Assets Under Management ("RUAM") as defined by the SEC in the Instructions for Form ADV Item 5.F.
Services are offered in accordance with applicable laws and regulations governing exempt private fund advisors in the United States and are not offered in any jurisdiction foreign or domestic where prohibited or where required registrations or licenses are not held.
The firm is subject to laws and regulations in the United States and the State of Texas.
Not Registered as an Investment Company
The private funds managed are not registered under section 8 of the Investment Company Act of 1940 and have not elected to be treated as a business development company pursuant to section 54 of that Act.
Furthermore, the private funds managed are only issuers that qualify for an exclusion from the definition of an "investment company," as defined in section 3 of the Investment Company Act of 1940, in addition to those provided by section 3(c)(1) or 3(c)(7) of that Act.
Private Placement Securities
THE SECURITIES OFFERED BY THE PRIVATE FUNDS MANAGED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE SECURITIES ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
ANY INVESTMENTS OFFERED BY THE PRIVATE FUNDS MANAGED INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
THE TERMS AND CONDITIONS OF SECURITIES ARE DEFINED ONLY AND EXCLUSIVELY WITHIN THE SUBSCRIPTION AGREEMENT OF EACH SECURITIES OFFERING.
THE FIRM AND THE ISSUERS MANAGED RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE ISSUER SINCE THAT DATE.
Investor Qualifications
INVESTMENT INTO THE PRIVATE FUNDS MANAGED ARE ONLY AVAILABLE TO "ACCREDITED INVESTORS" (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE ACT) AND TO "QUALIFIED PURCHASERS" WITHIN THE MEANING OF SECTION 2(A)(51) OF THE INVESTMENT COMPANY ACT AND UNDER THE 3(C)(7) EXEMPTION UNDER THE INVESTMENT COMPANY ACT. THE ISSUER IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT.
THE ISSUER MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE. THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED.
At this time, no investment will be accepted from persons in: South Dakota or Canada.
Any securities being offered from private funds advised and managed in accordance with Rule 903 of Regulation S under the Securities Act ("Regulation S") are available to be offered only outside of the United States and its territories to Non-U.S. persons. These securities may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons at any time.
Forward-Looking Statements
THE MATERIALS PROVIDED MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE ISSUER, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE ISSUER'S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS "ESTIMATE," "PROJECT," "BELIEVE," "ANTICIPATE," "INTEND," "EXPECT" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE ISSUER'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE ISSUER DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.
Additional Disclaimers
Disclaimer for Regulation S Securities
The securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and will be offered only in accordance with Rule 903 of Regulation S under the Securities Act ("Regulation S"). They may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons at any time. Terms used above have the meanings given to them by Regulation S.
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