Off the Chain Capital, LLC (“Off the Chain”) is a Delaware limited liability company and was
organized on December 9, 2016 and became an investment adviser registered with the
Securities and Exchange Commission on March 15, 2021. The principal owner of Off the
Chain is Brian Estes. There are additional owners with interests less than 25%, as disclosed
on Schedule A of Form ADV Part 1A.
Off the Chain provides investment advisory services to pooled investment vehicles (the
“Fund” or “Funds”). Currently, Off the Chain advises one private fund , Off the Chain, LP, a
Fund which originally was comprised of proprietary capital and now includes third party
investors.
Off the Chain’s objective is to generate positive mid- to long-term investment returns by
investing in a concentrated portfolio of assets that include without limitation, digital assets,
private investment trusts, secured and unsecured bankruptcy claims, public and private
equity securities, utility tokens, security tokens, cryptocurrencies, open-end funds, closed-
end funds, index funds, exchange trade funds, simple agreements for future tokens (an
agreement for the eventual transfer of tokens from cryptocurrency developers to investors),
simple agreements for future equity, initial coin offerings, insurance claims, private
investment contracts with blockchain foundations, option contracts, bitcoin and commodity
futures contracts, short-term fixed income securities and instruments, gold, and digital asset
mining hashpower contracts. That said, the majority of assets in the fund generally are
blockchain-related assets, which include digital assets, utility tokens, security tokens, private
investment trusts, closed-end funds, simple agreements for future tokens, simple
agreements for future equity, bitcoin bankruptcy claims, and policy and private equity
securities. Some assets will be in seed investments in cryptocurrencies before their initial
coin offerings and will be in private transactions, cryptocurrency and/or securities, or via
wallets for the specific blockchain technology being developed. The investments generally
are restricted, which means they will not be freely transferable and are illiquid. Additionally,
the investments often are and will be difficult to value. Off the Chain’s investment program
is speculative and entails substantial risks. Please see Item 8 of this Brochure for more
information on risks.
Off the Chain, per the Fund governing documents, has broad
authority to manage the affairs
of the fund. This authority generally includes the authority to vary investment objectives
and/or strategies; establish valuation methods and provide valuations for accounting and
financial purposes; accept or reject investors into the fund; make investment decisions; limit
aggregate capital contributions and/or suspend offerings; enter into agreements; and more.
Investors generally may not impose additional or other restrictions on the Fund or to Off the
Chain.
As of December 31, 2023, Off the Chain manages $204,262,489 on a discretionary basis. Off
the Chain does not manage any assets on a non-discretionary basis.
For investor reporting and fee calculations, Off the Chain generally discounts the net asset
value. The investments made by Off the Chain on behalf of the Fund generally have a liquidity
restriction. The investments also have a difference between the purchase price and the fair
market value. To determine the net asset value of the fund, the difference between the
purchase price and the fair market value is allocated monthly to the net asset value in
proportion to the total expect length of time until the investment is unrestricted.
In addition to its investment advisory services to the Fund, Off the Chain provides a non-
advisory consulting service to consulting clients and for which there are no additional
regulatory assets under management (“Off the Chain Consulting”). The consulting services
are performed pursuant to a written engagement between a consulting client and Off the
Chain Consulting. Consulting services are available to large institutions that desire further
perspective on digital assets. Off the Chain Consulting seeks to provide consulting services
based on each consulting client’s individual goals and seeks to provide each consulting client
with information such that the client can understand the manner in which digital assets can
be included within a diversified portfolio.
In accordance with common industry practice, the general partner of the Fund has the
authority to enter into “side letters” or side agreements with certain investors in the Fund
whereby the general partner (an affiliate of Off the Chain) can grant individual investors
specific rights, benefits, or privileges not set forth in the Governing Documents, including
economic benefits. Such investor specific rights, benefits or privileges generally are not
applicable to all investors and therefore may not be made available to all investors generally.