Our Terms of Use
This Confidential Private Placement Memorandum (as further amended or supplemented from time to time, the “Memorandum”) is being furnished on a confidential basis to a limited number of accredited investors for the purpose of providing certain information about the offering (the “Offering”) of Class B Units of limited liability company membership interests (the “Class B Units”) of Bliss Creek Fund 1, LLC, a Wyoming limited liability company (the “Fund”). This Memorandum is to be used by the prospective investor to which it is furnished solely in connection with the consideration of a purchase of Class B Units described herein. The information contained herein should be treated in a confidential manner and may not be reproduced or used in whole or in part for any other purpose, nor may it be disclosed without the prior written consent of the Fund. Each prospective investor accepting this Memorandum hereby agrees to return it to the Fund, or otherwise destroy it, promptly upon request, or upon such prospective investor’s decision not to participate in the Offering. Unless otherwise defined below, capitalized terms used herein shall have the meaning ascribed to them in the Glossary of Terms.
The Class B Units have not been approved or disapproved by the U.S. Securities and Exchange Commission (the “SEC”) or by any securities regulatory authority of any state or of any other U.S. or non-U.S. jurisdiction, nor has the SEC or any such securities regulatory authority passed upon the accuracy or adequacy of this Memorandum. Any representation to the contrary is a criminal offense. The Class B Units have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), the securities laws of any U.S. state or any other U.S. or non-U.S. jurisdiction, and such registration is not contemplated now or in the future. The Class B Units will be offered and sold in the United States under the exemption provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, and other exemptions of similar import in the laws of the states and jurisdictions where the Offering will be made. The Fund will not be registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”). Consequently, investors will not be afforded the protections of the Investment Company Act. There is no public market for the Class B Units, and no such market is expected to develop in the future. The Class B Units may not be sold or transferred (i) except as permitted under the Fund’s Operating Agreement (as amended, modified, or supplemented from time to time, the “Operating Agreement”), and (ii) unless they are registered under the Securities Act and under any other applicable securities laws or an exemption from such registration thereunder is available.
No Person has been authorized in connection with this Offering to give any information or make any representations other than as contained in this Memorandum or as otherwise provided by Bliss Creek Management, LLC, a Wyoming limited liability company and the Manager of the Fund (the “Manager”), and any representation or information not contained herein must not be relied upon as having been authorized by the Fund, the Manager, or any of their respective directors, managers, officers, employees, members, partners, shareholders, Affiliates, representatives, or agents.
The distribution of this Memorandum and the offer and sale of the Class B Units in certain jurisdictions may be restricted by law. This Memorandum does not constitute an offer to sell or the solicitation of an offer to buy in any state or any other U.S. or non-U.S. jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such state or jurisdiction. This Offering does not constitute an offer of the Class B Units to the public, and no action has been or will be taken to permit a public offering in any jurisdiction where action would be required for that purpose. The Class B Units are offered subject to the right of the Manager to reject any subscription in whole or in part. The Class B Units may not be offered or sold, directly or indirectly, and this Memorandum may not be distributed in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Class B Units that are acquired by Persons not entitled to hold them will be compulsorily redeemed.
A purchase of the Class B Units involves a high degree of risk due, among other things, to the nature of the Fund’s investments. Potential investors should pay particular attention to the information in the “Risk Factors” and “Potential Conflicts of Interest” sections of this Memorandum. An investment in the Fund is suitable only for sophisticated and accredited investors and requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in the Fund. Investors in the Fund must be prepared to bear such risks for an extended period of time. No assurance can be given that the Fund’s investment objectives will be achieved or that investors will receive a return of their capital. In making an investment decision, investors must rely on their own examination of the Fund and the terms of this Offering, including the merits and risks involved. Prospective investors should not construe the contents of this Memorandum as legal, tax, investment, or accounting advice, and each prospective investor is urged to consult with its own advisors with respect to legal, tax, regulatory, financial, and accounting consequences of investing in the Fund.
A copy of the Fund’s Operating Agreement is attached hereto as Exhibit A. Any description or summary of the Operating Agreement or any part thereof set forth in this Memorandum is only a summary, does not purport to be a complete statement thereof, and it is qualified in its entirety by and is subject to the provisions of the Operating Agreement. If any description of the Operating Agreement or the terms of the Offering of the Class B Units in this Memorandum are inconsistent with or contrary to the Operating Agreement, the Operating Agreement will control. The Manager reserves the right to modify the terms of the Offering and the Class B Units described in this Memorandum in its sole discretion prior to the final closing of the Fund.
Prior to closing, the Fund will provide to each prospective investor and its representatives and advisors, if any, the opportunity to ask questions and receive answers concerning the terms and conditions of this Offering and to obtain any additional information which the Manager may possess or can obtain without unreasonable effort or expense that is necessary to verify the accuracy of the information furnished to such prospective investor.
THE CLASS B UNITS ARE BEING OFFERED ONLY TO PERSONS WHO QUALIFY AS “ACCREDITED INVESTORS” WITHIN THE MEANING OF REGULATION D UNDER THE SECURITIES ACT.
CERTAIN INFORMATION CONTAINED HEREIN CONCERNING ECONOMIC TRENDS AND THE STATE OF THE CRYPTOCURRENCY INDUSTRY HAS BEEN OBTAINED OR IS DERIVED FROM SOURCES PREPARED BY THIRD PARTIES. WHILE SUCH INFORMATION IS BELIEVED TO BE RELIABLE FOR THE PURPOSES USED HEREIN, NONE OF THE FUND, THE MANAGER, OR THEIR AFFILIATES (OR ANY OF THEIR RESPECTIVE DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, MEMBERS, PARTNERS, SHAREHOLDERS, AFFILIATES, REPRESENTATIVES, OR AGENTS) ASSUMES ANY RESPONSIBILITY FOR THE ACCURACY OF SUCH INFORMATION. NEITHER THE FUND NOR THE MANAGER HAS INVESTIGATED THE ACCURACY OF THIS INFORMATION OR INDEPENDENTLY VERIFIED THE ASSUMPTIONS ON WHICH SUCH INFORMATION IS BASED.
Certain information contained in this Memorandum constitutes forward-looking statements, which can be identified by the use of forward-looking terminology such as “may,” “can,” “will,” “would,” “should,” “seek,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue,” “target,” “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, including, but not limited to, those set forth in the “Risk Factors” and “Potential Conflicts of Interest” sections of this Memorandum actual events or results, market conditions, or the actual performance of the Fund or its investments may differ materially from those reflected or contemplated in such forward-looking statements.
Unless otherwise indicated, references to “$” shall mean U.S. Dollars.
Notwithstanding anything in this Memorandum to the contrary, investors and prospective investors (and each employee, representative, and other agent of each such investor and prospective investor) may disclose to any tax or legal advisors, the tax treatment and any facts that may be relevant to the tax structure of the transactions contemplated thereby; provided, however, that no investor or prospective investor (and no employee, representative, or other agent thereof) shall disclose any other information that is not relevant to understanding the tax treatment or tax structure of such transactions (including the identity of any Person or any information that could lead another to determine the identity of any Person), or any other information to the extent that such disclosure could reasonably be expected to result in a violation of any applicable securities law.
Statements in this Memorandum are made as of ____________ ___, ______, unless stated otherwise herein, and neither the delivery of this Memorandum at any time, nor any sale hereunder, shall under any circumstances create an implication that the information contained herein is correct as of any time subsequent to such date.
Prospective investors may request additional information about the Fund by contacting the following selected representative of the Manager:
Bliss Creek Management, LLC
5309 NW 158th St.
Edmond, OK 73013
Attn: William A. Towler
Tel: 405.590.5260