Last updated: April 8, 2026
Investments in private companies through Breakout Syndicate SPVs are speculative and involve a high degree of risk. You may lose your entire investment. Pre-IPO companies frequently fail, and there is no assurance that any company in which you invest will achieve a successful exit, an initial public offering, or any return of capital.
SPV interests are illiquid and not transferable except in limited circumstances. There is no public market for the interests, and one is not expected to develop. You should be prepared to hold your investment indefinitely and should not invest funds you may need on a short-term basis.
Estimated values shown in the investor portal are based on the GP's good faith estimate of the secondary market price for each company, derived from inputs such as recent secondary trades, funding rounds, and public market comparables. Estimated values are not tradeable prices and do not represent the price at which interests can actually be bought or sold. Actual proceeds at exit may differ materially from displayed estimated values.
The GP is entitled to a 20% performance fee (carry) on realized gains at the time of distribution. Estimated values displayed in the investor portal do NOT reflect this carry deduction. Your net distribution at exit will be reduced accordingly.
A one-time fee is charged at the time of subscription to cover SPV organizational expenses, closing costs, and ongoing management. This fee is deducted from your subscription amount before capital is deployed and is not recoverable.
Your investment is held through an SPV taxed as a partnership for U.S. federal income tax purposes. The SPV will issue tax forms (such as Schedule K-1) only in tax years where there is reportable activity (income, gains, losses, or distributions). In years with no reportable activity, no K-1 may be issued. Investments may generate unrelated business taxable income (UBTI) and may create state-level filing obligations. Tax treatment depends on your individual circumstances. Consult your own tax advisor.
Securities offered through Breakout Syndicate SPVs are not registered under the Securities Act of 1933 and are offered only to accredited investors as defined in Rule 501(a) of Regulation D under Rule 506(c). Accredited investor status must be verified by a third-party service prior to subscription.
The GP may invest personally in the same SPVs offered to investors. The GP does not charge itself the management fee component, only the SPV organizational fee. The GP's economic interests may not always align perfectly with those of investors.
Changes in securities laws, tax laws, or general market conditions may adversely affect the value of investments and the ability of underlying companies to operate or exit successfully.
Nothing on this Site or in the investor portal constitutes investment, legal, or tax advice. Information is provided for informational purposes only. Consult your own qualified advisors before making any investment decision.