For purposes of this Brochure, the “Adviser” or “Smash” means Smash Ventures
Management Company LP, a Delaware limited partnership formed in 2018, together with
Smash Capital Advisors LP, a Delaware limited partnership formed in 2021, a “Relying
Adviser” for purposes of the Form ADV. The principal owners of Smash Ventures
Management Company LP are Eric Garland and Evan Richter, and the principal owners of
Smash Capital Advisors LP are Eric Garland, Evan Richter, Kevin Mayer and Brad Twohig.
Smash Ventures Management Company LP has been an investment adviser registered
with the SEC since July 2020 and Smash Capital Advisors LP has been a Relying Adviser,
and as such an investment adviser registered with the SEC, since February of 2022.
Smash provides investment management and advisory services to venture capital funds
and other privately-offered funds (each a “Fund” or “Client”, together, the “Funds” or
“Clients”) pursuant to an investment management or investment advisory agreement
(each, an “Investment Advisory Agreement”) between each Fund and the Adviser. The
general partner or equivalent of each Fund is, or will be, an affiliate of the Adviser (each
a “General Partner” or “Affiliate”).
The Adviser and its Affiliates operate in accordance
with the terms set forth in the limited partnership agreement or limited liability company
agreement (together with the Investment Advisory Agreement, private placement
memorandum and, as applicable, any side letter agreements negotiated with investors in
an applicable Fund, the “Governing Documents”) of such Fund, which includes specific
information concerning the operation and management of each Fund. The Adviser has
the authority to recommend all investment decisions for each Fund, subject to compliance
with the investment criteria set forth in the Governing Documents of the relevant Fund.
The Funds and the Affiliates have entered into side letters or other similar agreements
with certain investors that have the effect of establishing rights
under, or altering or
supplementing the terms (including economic or other terms) of, the relevant Governing
Documents with respect to such investors.
Additionally, from time to time and as permitted by the relevant Governing Documents,
Smash provides co-investment opportunities (including the opportunity to participate in
co-invest vehicles) to certain investors or other persons, including other sponsors, market
participants, finders, consultants and other service providers and/or certain other persons
associated with Smash and/or its affiliates. Such co-investments typically involve
investment and disposal of interests in the applicable portfolio company at the same time
and on similar terms as the Fund making the investment. However, from time to time,
for strategic and other reasons, a co-investor or co-invest vehicle (including a co-investing
Fund) may purchase a portion of an investment from one or more Funds after such Funds
have consummated their investment in the portfolio company (also known as a post-
closing sell-down or transfer), which generally will be funded through Fund investor
capital contributions and/or use of a Fund credit facility. Any such purchase from a Fund
by a co-investor or co-invest vehicle generally occurs shortly after the Fund’s completion
of the investment to avoid any changes in valuation of the investment. Where
appropriate, and in Smash’s sole discretion, Smash reserves the right to charge interest
or fees on the purchase to the co-investor or coinvest vehicle (or otherwise equitably to
adjust the purchase price under certain conditions), and to seek reimbursement to the
relevant Fund for related costs and expenses. However, to the extent such amounts are
not so charged or reimbursed, they generally will be borne by the relevant Fund.
Smash does not sponsor or participate in wrap fee programs.
As of December 31, 2023, Smash had $ 1,653,220,784 in discretionary regulatory assets
under management. Smash does not manage any non-discretionary assets.