Third Salt Venture Fund

Risk Management & Investor Disclosure

Private fund investing is illiquid, speculative, and can result in total loss of capital. If you are not comfortable underwriting that reality, do not proceed.

Offering notice: Third Salt Venture Fund, LLC interests have not been registered under the Securities Act or state securities laws. The offering is conducted under Regulation D, Rule 506(c) and is limited to verified Accredited Investors. Nothing on this website is an offer to sell or a solicitation to buy any security. Any offer is made only through the Fund’s confidential offering documents.

How we underwrite risk (in practice)

  • Governance first: major fund decisions require unanimous approval of both Managing Members; deadlocks, though rare, trigger an independent review process.
  • Diligence depth matches the deal: financial, legal, operational, market, and third-party specialist review as appropriate.
  • Downside controls over storytelling: we prefer collateral support, multiple exit paths, and conservative assumptions over “perfect case” narratives.
  • Concentration is possible: the Fund is not required to meet diversification thresholds and may concentrate by sector, deal type, or geography.

What this means for an investor

  • Illiquid: you should expect no public market and no ability to redeem on demand.
  • Long duration: the fund term and hold periods can be multi-year; timing of exits is not controllable.
  • Loss is possible: you may lose all or a substantial portion of your capital.
  • Returns are not promised: forward-looking statements are uncertain and actual results may differ materially.

Principal risk factors (plain-English summary)

The list below is a practical summary, not a complete list. You should review the Fund’s offering documents in full before considering any commitment.

Illiquidity and transfer restrictions Liquidity

Interests are illiquid, there is no public market, and transfers are restricted and subject to approval. You should invest only capital you can hold for an indefinite period.

Loss of capital; no assurance of objectives Capital Risk

Investments can decline in value, become impaired, or fail. There is no assurance the Fund will achieve objectives or generate any return. You must be able to withstand a total loss of your investment.

Operating business execution risk Operations

Portfolio companies can face margin pressure, supply-chain disruptions, management turnover, competitive threats, regulatory issues, and other operating risks that reduce value.

Real estate risk (entitlement, construction, rates, tenants) Real Assets

Real estate-supported investments can be affected by zoning/entitlement delays, construction risk, tenant performance, environmental liabilities, economic downturns, and interest rate volatility.

Distressed / special situations risk Special Situations

Distressed opportunities can involve default, bankruptcy, uncertain recoveries, limited liquidity, and extended timelines. Outcomes can be binary and resolution may take longer than expected.

Leverage and financing risk Leverage

Borrowing can increase returns but also magnifies losses. Financing can introduce refinancing risk, covenant constraints, and lender remedies including foreclosure or forced sale.

Valuation uncertainty (private and illiquid assets) Valuation

Private asset valuations are inherently judgment-based. Reported valuations may differ materially from realizable values, impacting performance reporting and allocations.

Key-person dependence; manager availability Key Person

The Fund’s results depend heavily on the Managing Members’ judgment, availability, and execution. A loss of key personnel can adversely affect operations and outcomes.

Conflicts of interest and related-party dynamics Conflicts

Conflicts are inherent in private funds. The Managing Members may face allocation, valuation, fee, or co-investment conflicts and cannot eliminate all conflicts. Investors rely on good-faith conflict management and the Fund’s governance controls.

Regulatory, legal, and tax risk (including UBTI) Legal/Tax

Changes in law, regulation, or tax treatment can materially affect the Fund and portfolio companies. Investors are responsible for their own tax outcomes; allocations may generate tax liabilities even when cash distributions are not made.

Digital asset contribution risk BTC

If the Fund accepts cryptocurrencies including but not limited to Bitcoin contributions, risks include price volatility, custody and conversion risks, irreversible transfers, regulatory uncertainty, and additional tax complexity. Digital transfers sent incorrectly are the investor’s responsibility.

Limited diversification and competition for deals Portfolio

The Fund is not required to diversify by industry, geography, or number of investments. Concentration can increase volatility and the magnitude of loss. Competition for opportunities may increase prices or reduce availability.

Risk governance controls (what we can control)

  • Unanimous major decisions: both Managing Members must agree on major actions before the Fund is bound.
  • Deadlock process: independent fund governor review is triggered upon deadlock, with escalation pathways.
  • Reporting cadence: quarterly summaries, annual financial statements (audited or reviewed), and annual K-1s are expected, subject to confidentiality limits.
  • Fee controls: fees and reimbursements require unanimous approval and are intended to be commercially reasonable.

Suitability self-check

You should only consider an allocation if you can honestly check all of these:

I am a verified Accredited Investor (Rule 506(c) verification required).

I can hold an illiquid investment for years and do not need redemption liquidity.

I can withstand a total loss of capital without changing my financial security.

I understand private valuations are judgment-based and may not reflect realizable value.

I have consulted (or will consult) my legal, tax, and financial advisors.

This page is qualified in full by the Fund’s confidential Private Placement Memorandum and Operating Agreement. If there is any inconsistency, the offering documents govern.

Entire Disclosure

This Disclosure and Disclaimer constitutes the entire understanding between the parties, superseding all prior discussions and agreements.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date below.

Agreed to and accepted by:

Accredited investors who understand these risks may continue to the Investor Portal.