A. Description of Advisory Firm
Square Wave Capital, LLC (“Square Wave”) is an investment advisory firm organized as a limited
liability company under the laws of the State of Delaware. Ryan Ashayeri, the principal owner of
Square Wave, founded Square Wave in October 2021.
Square Wave provides investment advisory services to a single managed account and advises a
private fund. As used herein, “Funds” or “Clients” refers to the private fund together with the
separately managed account (“Managed Account Client”), any subsequently sponsored funds
formed from time to time, and any similar pooled investment vehicles sponsored or managed by
Square Wave or its affiliates.
The investment objectives, strategies, terms, conditions and restrictions applicable to (i) the Fund
Clients are described in their respective confidential memoranda and governing documents
(referred to collectively as the “Offering Documents”) and (ii) the Managed Account Clients are
set forth in their respective investment management or sub-advisory agreements between the
Managed Account Clients and Square Wave (the “Advisory Agreements”). Square Wave generally
seeks to achieve capital appreciation with respect to Clients primarily through establishing long
and short positions in publicly-traded securities of technology and growth companies. Information
about each Fund Client is set forth in its applicable Offering Documents. See Item 8 below.
Square Wave’s services to the Funds consist of (i) investigating, identifying and evaluating
investment opportunities; (ii) structuring and making investments on behalf of the Clients; (iii)
managing and monitoring the performance of such investments; and (iv) exiting such investments
on behalf of the Clients. Square Wave’s services to each Client are subject to the specific
investment objectives and restrictions applicable to such Client, as set forth in such Client’s limited
partnership agreement and other governing documents.
The Funds are offered exclusively to individuals and other persons who qualify as “accredited
investors” under Regulation D promulgated under the Securities Act of 1933, as amended (the
“Securities Act”), and/or “qualified purchasers” as defined under Section 2(a)(51) of the
Investment Company Act of 1940, as amended (the “Company Act”) and are therefore not required
to register as investment companies
with the SEC in accordance with the exemptions set forth in
Sections 3(c)(1) or 3(c)(7) of the Company Act.
An investment in a Fund Client does not, in and of itself, create an advisory or other relationship
between an investor in such Fund Client and Square Wave. Investors generally are not permitted
to impose restrictions or limitations on the management of the Fund Clients. Square Wave and the
Fund Clients have entered into, and may from time to time in the future enter into, side letter
agreements and similar arrangements with certain investors in Fund Clients that have the effect of
establishing rights and/or otherwise benefitting such investors in a manner that is more favorable
in various material respects than the rights and benefits established in favor of the investors
generally pursuant to the applicable governing documents. Such rights or benefits in a side letter
or similar arrangement include, without limitation, (i) capacity rights, (ii) preferential information,
reporting, transparency or special notice rights, (iii) most favored nations’ status, (iv) lower or
different management fees and/or performance allocations, (v) preferential withdrawal or liquidity
rights and (vi) various other preferential or favorable rights, terms and benefits.
A Managed Account Client may impose investment guidelines, limitations and other restrictions
or terms on the management of its managed account pursuant to the applicable Advisory
Agreement. The Managed Account Clients also have certain portfolio liquidity, concentration and
exposure (or other) limits, in addition to being prohibited from trading specified instruments,
without the prior written consent of the underlying investment manager of such Managed Account
Clients.
Square Wave does not participate in wrap fee programs.
As of the date of this Brochure, Square Wave has $66,747,718 in discretionary and non-
discretionary assets under management.
ALL DISCUSSION REGARDING THE FUND CLIENTS IN THIS BROCHURE,
INCLUDING BUT NOT LIMITED TO THE INVESTMENTS, THE STRATEGIES USED
IN MANAGING THE FUND CLIENTS, THE FEES, EXPENSES, AND RISKS
ASSOCIATED WITH AN INVESTMENT IN THE FUND CLIENTS, AND CONFLICTS
OF INTEREST IN CONNECTION WITH THE MANAGEMENT OF THE FUND
CLIENTS ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THEIR
RESPECTIVE OFFERING DOCUMENTS.