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Last update: February 7, 2024
byteSense designs products and tools that help you achieve your health and fitness goals and empower and inspire you to lead a healthier, more active life. These Terms & Conditions (“Terms”) apply to your access and use of the byteSense Fundraising Materials.
If you reside in the US, these Terms are an agreement between you and brux Corporation, 1108 Lavaca St. Ste 210 Austin, TX 78701 U.S.A. When the Terms mention “byteSense,” “we,” “us,” or “our,” they refer to the party to the agreement that provides you with the byteSense Service.
You must accept these Terms & Conditions & Understand these Disclaimers in order to access the byteSense Fundraising Materials If you do not accept these terms & understand these disclaimers, do not access the byteSense Fundraising Materials
To access the fundraising materials provided on this website, you must qualify as an "Accredited Investor" as defined by [relevant jurisdiction's regulations, e.g., the Securities and Exchange Commission in the United States]. This typically includes individuals with a net worth exceeding a specific threshold, income requirements, or entities such as banks, partnerships, corporations, nonprofits, and trusts that meet certain criteria.
Before accessing the fundraising materials, you are required to complete a registration process. This process may include, but is not limited to, providing your full legal name, contact information, and evidence of your status as an accredited investor. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.
We reserve the right to verify the accuracy of the information provided during registration. This may involve third-party verification services. Access to the fundraising materials is conditional upon successful completion of this verification process.
The fundraising materials provided are confidential and proprietary to our company. By accessing these materials, you agree to maintain their confidentiality and not disclose or distribute them to any third party without our express written consent. You also agree to use the materials solely for the purpose of evaluating a potential investment in our company.
You are not permitted to use the fundraising materials for any purpose other than evaluating a potential investment in our company. Specifically, you are prohibited from using the materials for commercial purposes or in any way that competes with our business.
You agree to comply with all applicable laws and regulations in accessing and using the fundraising materials. This includes, but is not limited to, securities laws and regulations.
We reserve the right to revoke your access to the fundraising materials at any time, at our sole discretion, particularly if we determine that you have violated any terms of this agreement or if there are legal or regulatory reasons for doing so.
The information and materials provided on this website, including any documents, graphics, videos, texts, or other materials, are for informational purposes only and do not constitute financial, investment, or other professional advice. We are not providing any investment advisory service through the provision of these materials. You should not construe any content on this website as legal, tax, investment, financial, or other advice.
You acknowledge that any decision to invest in our company should be made after conducting your independent analysis and upon consultation with your financial, legal, and tax advisors. You agree that you are solely responsible for such evaluations and decisions and that you will not rely solely on the information provided in our fundraising materials as the basis for any investment decision.
While we endeavor to provide accurate and up-to-date information, we make no representations or warranties, express or implied, regarding the completeness, accuracy, reliability, suitability, or availability of the fundraising materials. Any reliance you place on such information is strictly at your own risk.
The content provided on this website, including the fundraising materials, does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation for any securities by our company or any third party. Any offering or potential offering of securities will be done in compliance with all applicable securities laws and regulations and will be pursued only through definitive documentation, such as a private placement memorandum, subscription agreement, or similar document.
Some of the information on this website may contain projections or other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that these statements are only predictions and that actual events or results may differ materially. We do not undertake any obligation to update these forward-looking statements.
By accessing the fundraising materials, you acknowledge that you have read, understood, and agree to be bound by these terms. You also acknowledge that these terms do not create any form of partnership, joint venture, employment, or fiduciary relationship between you and our company.
To the fullest extent permitted by law, our company shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages, including but not limited to, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the fundraising materials; (ii) any conduct or content of any third party on the website; and (iii) unauthorized access, use, or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage.
You expressly understand and agree that your use of the website and its fundraising materials is at your sole risk. The service and fundraising materials are provided on an "AS IS" and "AS AVAILABLE" basis. We expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
We reserve the right to amend or revise these Terms of Use at any time without prior notice. It is your responsibility to check the Terms periodically for changes. Your continued use of the website following the posting of any changes to these Terms of Use constitutes acceptance of those changes.
These Terms of Use shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of law provisions. Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the website shall be instituted exclusively in the federal courts or the courts of [State/Region] in [Country].
By accessing and using the fundraising materials on this website, you acknowledge and agree to the following:
These Terms of Use are effective as of the date you entered your email, the password provided, and checked the box to enter into the fundraising materials section, and will remain in effect except with respect to any changes in its provisions in the future, which will be in effect immediately after being posted on this page.
These presentations are provided in connection with a potential private placement of limited partnership interests associated with byteSense (brux Corporation.) and may not be copied or utilized, in whole or in part, for any other purpose. The limited partnership interests have not been registered in the United States with the Securities and Exchange Commission or with any governmental authority in any other country.
This site is operated by byteSense (brux Corporation), which is not a registered broker, dealer, or underwriter of securities and does not solicit investors on behalf of any company. Although byteSense may provide data, information, and content relating to investment opportunities, you should not regard any such information as legal, tax, insurance, financial, or investment advice. Nothing on the website should be construed as an offer to sell, a solicitation of an offer to buy, or a proposal for any security by byteSense or any third party, nor shall there be any sale of any securities in any state, country, or jurisdiction where such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state, country, or jurisdiction.
The companies' presentations consist of information provided by third parties, including, but not limited to, documents, information, data, and photographs. byteSense makes no representations or warranties of any kind regarding such presentations, including with respect to the accuracy and completeness of such presentations or the omission by such third parties to state a material fact necessary to make the presentations not misleading in the context in which they were made. Neither byteSense nor any of its affiliates will be responsible for any direct, incidental, consequential, indirect, punitive, exemplary, special, or other damages, whether under any contract, tort (including negligence), strict liability, or other theory, arising in connection with these presentations. byteSense cannot accept any responsibility for any presentations provided by third parties. Due to the inherent limitations of the information contained herein, including but not limited to the limitations of the information presented, prospective investors should not rely on any such information in making any investment decision with respect to making an investment.
Our written reasons for investing and the analysis provided thereunder, are based on such companies' presentations and represent byteSense's opinion only regarding the respective company and the reasons why we have decided to invest in such a company. You are solely responsible for determining whether any investment, investment strategy, security, or related transaction is suitable for you based on your personal investment objectives, financial circumstances, and risk tolerance. Investors and users should conduct their own due diligence and consult with licensed professionals, including investment and legal advisors for any investment, insurance, tax, or legal advice.
Any investment opportunities discussed and presented reflect the current market views, opinions, and expectations of byteSense based on its historic experience and internal research. The analyses and conclusions of byteSense are based on publicly available information and byteSense’s own analysis. Unless otherwise indicated, the information is current as of the date provided. No representation or warranty is made, express or implied, regarding the fairness, accuracy, reasonableness, timeliness, or completeness of the information regarding the investment opportunity. Certain information, although believed to be reliable, has not been independently verified and its accuracy or completeness cannot be guaranteed.
These companies' presentations (as well as any additional information or analysis based on such companies' presentations) were prepared to provide limited confidential information to parties interested in becoming investors in limited partnerships acquiring securities in portfolio companies through byteSense. This is not an offer to sell securities. These presentations do not contain all the information necessary to evaluate an investment in any of the companies presented and are entirely qualified by the terms of the transaction and offering documents, as well as the form of subscription agreements, terms and conditions of membership in byteSense, and the form of partnership articles of each of the entities to be established to invest in the companies presented.
We emphasize that investing in start-up companies described in these presentations is extremely speculative and involves a high degree of risk. These companies are in the start-up, early stage, or venture phase. At this early stage of their operations, they will face risks, uncertainties, expenses, and difficulties often encountered by companies in the start-up phase of their business development. There is no certainty that they will successfully address these risks and uncertainties, and their failure to do so could negatively impact their financial condition and, if you invest, could lead to the loss of your entire investment. There is no historical basis upon which to assume the likelihood of their success, and they cannot assure investors that they will generate any operating revenues or ever achieve profitable operations. No assurance can be given that investment objectives will be achieved.
You are advised not to invest unless you can afford to lose the entire amount of your investment. Currently, no public market exists for the common stock of any of these companies, and there is no assurance that such a public market will ever exist. Certain investments are not suitable for all investors. The rate of return on investments can vary widely over time, especially for long-term investments. Investment losses are possible, including the potential loss of all amounts invested. Past performance is not indicative of future results.
These presentations may contain certain opinions and "forward-looking statements," which can be identified by words like "believe," "expect," "anticipate," "should," "planned," "estimated," "potential," "outlook," "forecast," "plan," and other similar terms. All such opinions and forward-looking statements are subject to various factors, including, without limitation, general and local economic conditions, changing levels of competition within certain industries and markets, changes in legislation or regulation, and other economic, competitive, governmental, regulatory, and technological factors, any or all of which could cause actual results to differ materially from projected results.
Investments offered by byteSense involve a high degree of risk and may result in partial or total loss of your investment. Alternative investments, such as venture capital investments, are complex, speculative investment vehicles and are not suitable for all investors. byteSense products are restricted to qualified investors who meet certain eligibility criteria and who have sufficient knowledge and experience to understand the risks of investing.
Investing in unlisted companies (start-ups, early stage, and established) should be done as part of a diversified investment portfolio. Not every type of investment will be appropriate for every investor. Investing in unlisted companies, particularly start-ups and early stage, is a high risk/high reward investment strategy. The rate of return on such investments can vary widely over time, especially for long-term investments. Investment losses are possible, including the potential loss of all amounts invested.
The risks of investing through byteSense derive from the various risks associated with the nature of the byteSense investment platform and investing in early-stage companies, and from more specific risks related to byteSense’s investment in a particular portfolio company.
The acquisition of securities in a specific portfolio company (“Portfolio Company”) through byteSense is expected to take place as soon as possible after the closing of a special purpose vehicle (“SPV(s)”) created for the purpose of such acquisition. Each SPV will significantly invest all the capital invested in such SPV (other than amounts allocated to any fees or expenses incurred and to be paid to byteSense or third-party services providers engaged by byteSense in establishing the SPVs and making and managing the investment) in the applicable Portfolio Company. When processing a Subscription Agreement to purchase (“Investment”) limited partnership interests (“LP Interest”) in an SPV, each investor accepts and agrees that (i) they are not looking to, or relying upon, byteSense, including the general partner of an SPV, its general partner and leading up to the ultimate general partner of the SPVs (“General Partner”) or the Management Company, to make any such investment decision, analysis or recommendation and (ii) they are making their own independent investment decision concerning whether or not to invest in such SPV. Each Limited Partner will give representations regarding the foregoing statements and other key considerations related to acquiring LP Interest, in the relevant Subscription Agreement. Each acquirer of an LP Interest in an SPV is a “Limited Partner” and collectively the “Limited Partners.
Securities Law Matters: The LP Interests are not and will not be registered under the Securities Act, or any other securities laws. This includes state securities or blue-sky laws. The LP Interests will be provided based on the Securities Act, and any other applicable securities law's exemption for transactions not requiring a public offering. Limited Partners will need to make certain representations to byteSense and to the General Partner and each SPV, including that they are acquiring LP Interest in each SPV for their own account, for investment purposes only and not with a view to its distribution.
Taxation Matters: Investment in the SPVs and the realization of Investments may lead to tax repercussions depending on the jurisdiction, tax status, and other circumstances of each potential investor. Each potential investor is encouraged to consult its tax advisors regarding the US federal tax consequences, and any other potential tax consequences under the laws of any State, locality, or other relevant taxing jurisdiction resulting from the holding or disposal of an LP interest.
Legal, Tax, and Regulatory Risks: Legal, tax, and regulatory changes could occur during the term of an SPV that may adversely affect such SPV or the underlying Portfolio Company and its investment results, or some or all the Limited Partners. This may result in an SPV being adversely affected due to new or revised legislation, or regulations imposed by the SEC, U.S. Department of Treasury, other U.S. or non-U.S. governmental regulatory authorities or self-regulatory organizations that oversee the financial markets. An SPV or some or all its Limited Partners also may be adversely affected by changes in the interpretation or enforcement of existing laws and rules by these governmental authorities and self-regulatory organizations. It is challenging to determine the extent of the impact of any new laws, regulations, or initiatives that may be proposed, or whether any of the proposals will become law. Compliance with any new laws or regulations could be complex and expensive and may affect the way an SPV conducts its business. New laws or regulations may cause an SPV or some or all its Limited Partners to incur increased taxes or other costs.
Potential Investors Shall Not Rely on the General Partner’s or the Management Company’s Due Diligence: Although the General Partner, the Management Company, or affiliates thereof will conduct certain due diligence on the Portfolio Companies for their own investment purposes, none of the General Partner, the Management Company, or their affiliates shall independently verify the accuracy or completeness of the information provided to them, and investors should not rely on the General Partner, the Management Company, or their affiliates having verified such information or on any investment in a Portfolio Company made or planned by the General Partner or their affiliated entities. Therefore, the General Partner and the Management Company cannot and do not guarantee the accuracy or completeness of this information. Additionally, certain information provided by a Portfolio Company is based on such Portfolio Company’s own expectations, estimates, and projections and should not be relied upon as a guarantee of future performance, as the actual performance of such Portfolio Company could differ materially. byteSense does not guarantee the assumptions on which the information provided by such Portfolio Company is based. There is a possibility that the General Partner, the Management Company, or their affiliates may prepare, possess, or review additional information relating to a Portfolio Company that is not included on this website and which information is not generally being made available to potential investors in such Portfolio Company (through an SPV), including financial models, investment committee memos, investment analyses, and other similar materials prepared by the General Partner, the Management Company, or affiliates thereof in connection with their investment in a Portfolio Company.
The General Partner, the Management Company, or affiliates will be solely responsible for managing the SPVs’ activities. The Limited Partners will not be able to make decisions in the management of the SPVs. Additional partners may be admitted to the General Partner in the future, existing partners may withdraw, and the Limited Partners will be unable to prevent any specific person from being admitted to, or withdrawing from, the General Partner or affiliate thereof. The General Partner, and byteSense, will rely solely on the efforts and expertise of the General Partner, the Management Company, and their affiliates. If the current shareholders of the General Partner are no longer engaged in the active day-to-day management of the General Partner or its affiliates or otherwise, there is no guarantee that byteSense will be able to locate further investments or successfully realize any existing investments. The loss of one or more of the shareholders of the General Partner could have a material adverse effect on the operation of byteSense and the SPVs.
Investing in Early-Stage Companies in General: Investing in early-stage companies involves a high degree of business and financial risk and can result in substantial losses. Identifying potentially successful business enterprises at an early stage is challenging, even for experienced investors. It is highly speculative, and investing in seed and early-stage start-up companies involves a high degree of risk, possibly leading to the loss of part or all of an investor's investment. Each investment in an SPV is an indirect investment in a single Portfolio Company, meaning there is no diversification of risk. Furthermore, there is no assurance that the SPV’s investment objectives will be achieved. Consequently, investors should not subscribe for an LP Interest in any SPV unless they can bear a total loss of their investment. These investments are suitable only for sophisticated investors with substantial other assets who can make an informed, independent decision about the risks involved in making such Investments, including the total loss of their investment in one or more SPVs and are capable of bearing such loss.
byteSense Early-Stage Investments: The Portfolio Companies in which the SPVs will invest are likely to face intense competition, including from companies with greater financial resources, more extensive development, production, marketing, and service capabilities, and a larger number of qualified managerial and technical personnel. There is no guarantee that the development or marketing efforts of any Portfolio Company will be successful or that its business will be profitable.
Many Portfolio Companies in which the SPVs will invest may be unseasoned, unprofitable, or have no established operating history or earnings, and may lack technical, marketing, financial, and other resources. These companies may be dependent upon the success of one product or service, a unique distribution channel, or the effectiveness of a manager or management team. The failure of this one product, service, or distribution channel, or the loss or ineffectiveness of a key executive or executives within the management team, may have a materially adverse impact on such companies. Moreover, these companies may be more vulnerable to competition and to overall economic conditions than larger, more established entities.
byteSense's Investments in Early Stages: Investments will include companies at early stages of development, including seed and start-up-stage. There is a significant risk in seed and early-stage enterprises that a proposed service or product cannot be developed successfully with the resources available to the Portfolio Company. There is no guarantee that the development efforts of any Portfolio Company will be successful or, if successful, will be completed within the budget or timeframe originally estimated.
Dilution: Any investment you make through the byteSense platform may be subject to dilution. This means that if the company raises additional equity funding in the future, it will issue new shares to new investors, and the percentage of the business you own will decline. New shares may also confer certain preferential rights to dividends, sale proceeds, and other matters. If such rights are exercised by new investors, this may work to your disadvantage. If the investee company grants options (or similar rights to acquire shares) to connected employees, service providers, or certain other parties/individuals, then your investment may be diluted as a result.
Long-Term Investment: The Investments are long-term investments. The intrinsic nature of seed and early-stage investing dictates a significant length of time between the initial investment and the realization of gains, if any. When successful, early-stage investments typically take five years or more from the date of investment to reach a state of maturity where disposition is possible. Investors must be able to bear the economic risks of an investment in the LP Interest for an indefinite period.
Lack of Diversification: Each SPV will invest in a single Portfolio Company, generally in the field of Dental related products and technology or other industries, and will be dependent upon such Portfolio Company’s performance. Each SPV’s performance will be directly tied to the performance of the Portfolio Company in which it invests and could be severely impacted by adverse developments affecting such Portfolio Company and/or the industry within which such Portfolio Company operates.
Reliance upon Portfolio Company Management: Although byteSense will seek representation on the board of directors of Portfolio Companies and aims to develop a good working relationship with the management of such companies, each SPV is not expected to have an active role in the daily management of the company in which it invests. To the extent that the senior management of a Portfolio Company performs poorly, or if a key manager terminates employment, the SPV invested in such Portfolio Company could be adversely affected.
Control: byteSense will seek to locate and structure investments so that it will have some level of control over Portfolio Companies, at least on major corporate decisions. However, byteSense expects that the SPVs will hold minority interests in most companies and, accordingly, may have limited ability to protect their position and investment in the applicable Portfolio Company. Typically, as a condition to any investment, byteSense will obtain special rights and protective provisions, which will be negotiated at the time of the acquisition of securities in the Portfolio Company. There is no assurance that byteSense will be able to obtain such protective provisions, or that such provisions, if obtained, will be effective.
Direct Interest in the Portfolio Company: The offering of LP Interests in numerous SPVs does not represent a direct or indirect offering of interests in the Portfolio Companies. Limited Partners (I) will not be equity holders of a Portfolio Company, (II) will have no direct interest in a Portfolio Company, and (III) will have no voting rights in a Portfolio Company or standing or recourse against a Portfolio Company. Additionally, none of the Limited Partners will have the right to participate in the control, management, or operations of a Portfolio Company, or have any discretion over the management of a Portfolio Company by reason of their investment.
Illiquid Investments: The Portfolio Companies in which byteSense will make investments will initially be privately held. Consequently, there will be no easily accessible secondary market for the SPVs’ interests in such Portfolio Companies, and those interests will be subject to legal restrictions on transfer. Therefore, there is no assurance that byteSense will be able to realize liquidity for such investments in a timely manner, if at all. The path to liquidity will not be available to byteSense unless a Portfolio Company subsequently succeeds in obtaining approval from the relevant authorities to list its shares on a recognized exchange. It must then rely on other methods to achieve liquidity, such as the acquisition of the Portfolio Company. Additionally, if a Portfolio Company goes public, the SPVs may be precluded from selling their shares in the public Portfolio Company for some time after such Portfolio Company’s initial public offering. It may be difficult for byteSense to value the interests of the SPVs in privately held Portfolio Companies.
History: Information contained on this website pertaining to the performance of earlier investments made and managed by certain of the shareholders of the General Partner is not necessarily indicative of the future performance of the SPVs and Portfolio Companies.
Dispositions of Assets: Regarding the disposition of securities in Portfolio Companies, the General Partner, on behalf of an SPV, may be required to make representations about the business and financial affairs of such Portfolio Company typical of those made in connection with the sale of any business. Additionally, it may be required to indemnify the purchasers of such securities to the extent that any such representations turn out to be inaccurate. These arrangements may lead to contingent liabilities, which ultimately may have to be funded by the Limited Partners based on their pro rata Investment in the applicable SPV.
Distributions: In the unlikely event that the General Partner may cause an SPV to distribute its securities in a Portfolio Company or other non-cash property, this could put downward pressure on the price of a Portfolio Company’s securities and could reduce or eliminate such SPV’s influence in the Portfolio Company’s affairs. Additionally, distributions in-kind upon dissolution of an SPV may result in the receipt by investors of highly illiquid unregistered securities. An investor that receives assets other than cash from an SPV may incur substantial costs and delays in converting those assets to cash.
Absence of Effective Remedies Against the General Partner: There may not be sufficient solutions available to any Limited Partners if the General Partner fails to fulfill its duties, and the relevant governing documents of an SPV afford such Limited Partners with limited rights to remove the General Partner. The governing documents of the SPVs include provisions for exculpation and indemnification of the General Partner and its respective partners, members, managers, officers, directors, shareholders, employees, and affiliates. Consequently, the Limited Partners may have more limited rights of action than they would have absent such limitation.
Restrictions on Transfer and Withdrawal: There will be no public market for the LP Interests. Additionally, the LP Interests are not transferable unless the General Partner authorizes it. Limited Partners may not withdraw capital from the SPVs. Therefore, Limited Partners may be unable to liquidate their investments before the end of an SPV’s term. Moreover, the LP Interest shall not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or any other applicable securities laws, and such laws will further restrict a Limited Partner’s ability to transfer Interests in the SPVs.
Certain Litigation Risks: Numerous litigation risks, particularly if one or more of the Portfolio Companies in which the SPVs invest, face financial or other difficulties during the term of such SPVs may affect the General Partner and affiliates thereof. Legal disputes, involving any, or all the General Partner, the Management Company, their partners, or its affiliates, may arise from the foregoing activities (or any other activities relating to the operation of the SPVs or the General Partner and/or any affiliate thereof) and could have a significant adverse effect on the SPVs. For example, the General Partner, the Management Company, their affiliates, or other representatives may actively assist Portfolio Companies in differing capacities (including by serving as officers, directors, or advisors). Although this provides the SPVs with more opportunity to positively influence a Portfolio Company’s success, it may also lead to greater exposure of the SPV’s assets. If a dispute arises from any of the foregoing activities (or other activities relating to the operation of the General Partner and/or any affiliate thereof), it is feasible that the General Partner, the Management Company, or any of their affiliates may be named as defendants. Portfolio Companies may have insurance to protect directors and officers, but this insurance may be insufficient. Usually, the applicable SPV will indemnify the General Partner and its affiliates for any costs they incur in connection with such disputes to the extent such SPV is able. Beyond direct costs, such disputes may negatively affect the SPV in numerous ways, including by distracting the General Partner and the Management Company and harming relationships between certain SPVs and their Portfolio Companies or other investors in such Portfolio Companies.
Service on the Board of Directors: Representatives, affiliates of the General Partner or other investors may serve as directors for specific Portfolio Companies in which the SPVs invest. This service could expose the General Partner and its partners and affiliates to regulatory action and/or claims by Portfolio Companies, their security holders, and their creditors, particularly considering the law (depending on jurisdiction) relating to corporate governance and scrutiny of corporate boards. Although the General Partner aims to manage the SPVs in a way that will reduce exposure to these risks, the possibility of successful claims or adverse regulatory actions cannot be eliminated, and such occurrences may have a significant negative effect on specific SPVs.
As directors of Portfolio Companies, such persons will be responsible for fiduciary and other duties to the Portfolio Company on whose board they serve, whose duties may occasionally conflict with the best interests of the investors investing through byteSense. For instance, byteSense may be limited to sell the publicly traded securities of a Portfolio Company if any of such persons are holding material nonpublic information relating to such Portfolio Company.
Industry Specific Terminology: Potential Limited Partners are advised that certain frequently used terms and phrases within the venture capital and private equity industry may be confusing as they may be new to such terms and phrases. Particularly, individuals who are involved in the management of a fund may be referred to, colloquially, as “general partners” although they are not actually general partners of any partnership. Potential Limited Partners are advised that the SPVs will be limited partnerships, that the General Partner of the SPVs will be limited partnerships, that their general partner and its general partner will also be entities, and that the individuals directing the management of byteSense through the General Partner of affiliates thereof will be members or shareholders of such entity or entities. Potential Limited Partners are recommended to consult with their own legal and other advisors regarding all matters involving industry-specific terminology.
Compensation: An affiliate of the General Partner and the Management Company will receive carried interest from the SPVs. Even though the General Partner and its affiliates will also be investing in the SPVs, this arrangement may create an incentive for the General Partner and the Management Company to make decisions regarding the investment in a riskier or more speculative Portfolio Company than would be the case if this arrangement were not in effect. Additionally, this arrangement may create an incentive to overvalue the investment, including in the unlikely event of a distribution in-kind, for purposes of calculating the carried interest.
Therefore, when investing in an SPV or several SPVs as Limited Partners, the Limited Partners accept that the General Partner’s entitlement to carried interest shall be based on the performance of each SPV (without considering the performance of any other SPV); i.e., the General Partner’s entitlement to carried interest shall be calculated on a non-cumulative “deal-by-deal” basis.
The foregoing list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an Investment. Prospective investors are recommended to review the applicable offering documents of each SPV for a more complete discussion of the risk factors associated with an investment, and consult with their own advisors before deciding whether to invest.
You may contact us at legal@bytesense.ai
