Disclosures · BlockArrow Capital
← Home Legal

Disclosures.

Last reviewed · Standing disclosures applicable to the website, the funds, and the materials they accompany

This page consolidates the standing disclosures applicable to the BlockArrow website, the BlockArrow funds, and the marketing materials they accompany. It is not a substitute for, and is qualified in its entirety by, the confidential offering documents of each fund and any subscription documents executed by an investor.

Who BlockArrow is

BlockArrow, LLC ("BlockArrow") is the Chicago-based investment manager to the BlockArrow funds, including the BlockArrow Digital Asset Fund ("Fund I") and the BlockArrow Opportunity Fund ("BOF"). The funds are organized as Delaware limited partnerships; the general partner of each is an affiliate of BlockArrow. The funds are not registered investment companies under the Investment Company Act of 1940, and interests in the funds are not registered under the Securities Act of 1933 or the securities laws of any state. The funds rely on the private-placement exemptions from registration available under U.S. federal and state law.

Form ADV and regulatory filings

BlockArrow maintains its current Form ADV with applicable regulators. A copy of the most recent Part 2A brochure, the Part 2B brochure supplements, and any Form CRS in effect is available on request from tommysutker@blockarrow.io and, once filed, on the SEC's Investment Adviser Public Disclosure ("IAPD") system at adviserinfo.sec.gov. State-specific notice filings and any privacy-related filings are made in each jurisdiction in which BlockArrow has investors and is required to file.

Who this website is for

This website is directed solely to (a) institutional and individual investors located in the United States who are both "accredited investors" within the meaning of Rule 501(a) under the Securities Act and, where the relevant fund is offered only to such investors, "qualified purchasers" within the meaning of Section 2(a)(51) of the Investment Company Act, and (b) investors located outside the United States to whom the offering of fund interests is lawfully directed under the local laws of their jurisdiction. No portion of this website is directed to, or intended for, any person to whom the offering of fund interests would be unlawful. Detailed fund materials are provided privately only after direct contact and appropriate qualification; the standing privacy and disclosures pages define the scope of the public website.

Not an offer; not investment advice

The information on this website is for informational purposes only. It does not constitute, and may not be relied upon as, (i) an offer to sell, or a solicitation of an offer to buy, any security or investment product; (ii) investment, legal, tax, accounting, or other professional advice; or (iii) a recommendation that any particular security, transaction, or investment strategy is suitable for any specific person. Any such offer, solicitation, or advice will be made only by means of the confidential offering documents of the relevant fund, the subscription agreement, and (where applicable) the investment management agreement, in each case delivered to qualified prospective investors in jurisdictions in which the offering is permitted by law.

Risk disclosures

An investment in any BlockArrow fund involves a high degree of risk, including the possibility of substantial loss of the entire amount invested. Risks include, but are not limited to, the following:

Market and price risk. Digital-asset prices are highly volatile and have experienced significant declines over both short and extended periods. The historical correlation of digital assets to traditional equity and credit markets has been unstable and, at points of system-wide stress, has approached one. Mark-to-market drawdowns substantially in excess of historical peer-asset experience are possible.

Liquidity risk. Markets in many digital assets — particularly those outside the most heavily traded names — can become thin or fragmented during periods of stress. Spread, depth, and venue access may deteriorate concurrently. Position-level liquidity may be materially below what venue depth suggests on a normal trading day.

Custody and counterparty risk. Notwithstanding the use of qualified custodians and institutional-grade trading venues, digital-asset infrastructure has experienced operator failure, fraud, and insolvency. The legal status of an LP's interest in custodied assets, the practical timing of recovery, and the availability of insurance recoveries vary by counterparty, jurisdiction, and the specific facts of any failure.

Cybersecurity, smart-contract, and protocol risk. Trading and settlement infrastructure, custodial systems, on-chain compliance vendors, and the underlying public blockchains themselves are exposed to cybersecurity events, software bugs, smart-contract exploits, governance attacks, and protocol forks. Some such events have resulted in irreversible loss of value with no recourse.

Valuation and pricing risk. NAV is struck monthly by the independent administrator using a documented pricing waterfall, an independent valuation review work-stream, and an annual auditor work-stream over fair-value marks. Notwithstanding those controls, certain holdings may be priced using fair-value methodologies that involve judgment and may differ from prices ultimately realized.

Regulatory and tax uncertainty. The U.S. and non-U.S. legal, regulatory, accounting, and tax treatment of digital assets and of digital-asset funds continues to evolve. Future legislative or regulatory developments — including, without limitation, classification of specific digital assets as securities, changes to the tax treatment of digital-asset holdings, or sanctions and AML rules applicable to on-chain flows — could adversely affect the funds, the manager, or both.

Key-person and operational risk. The funds depend on the continued availability of a small number of senior principals and on the firm's relationships with its qualified custodians, administrator, on-chain compliance vendor, auditor, and counsel. Loss of any of those personnel or relationships, however well-mitigated by documented succession and continuity plans, could materially disrupt operations.

Leverage and derivatives risk. Where a strategy uses leverage, futures, options, or other derivative instruments, including funding-rate or basis exposure, losses can exceed the amount invested in the relevant instrument. Each fund's offering documents describe the specific scope of permitted leverage and derivatives, if any.

The risk factors above are summary in nature. A full set of risk factors is set out in each fund's confidential private placement memorandum and is qualified in its entirety by reference to that document.

Performance disclosures

Past performance is not indicative — and is not a guarantee — of future results. There can be no assurance that any BlockArrow fund will achieve its investment objectives or avoid substantial losses. Performance figures, if shown on this website or in any accompanying materials, (a) are net of management fees, performance fees, and fund-level operating expenses unless explicitly identified as gross; (b) reflect the reinvestment of distributions; (c) are derived from administrator-produced books and, until the relevant annual audit is final, are unaudited and subject to revision by the administrator or auditor; and (d) where presented over periods that include any partial month, year, or since-inception window, reflect actual fund results — they are not back-tested, simulated, hypothetical, or model returns. Any comparison to an index or benchmark is presented for context only; the funds are actively managed and their holdings differ materially from those of any index. Allocator-grade performance attribution, exposure detail, and full per-investor net-of-fee return figures are made available under NDA to qualified prospective investors on request.

Forward-looking statements

This website and the materials it links to may contain forward-looking statements regarding investment strategy, market views, portfolio construction, expected performance, and operational plans. Forward-looking statements often use words such as "believes," "expects," "anticipates," "intends," "plans," "targets," "estimates," or comparable terminology. These statements are inherently subject to risks and uncertainties; actual results may differ materially. Except where required by law, BlockArrow undertakes no obligation to update any forward-looking statement to reflect circumstances or events after the date of publication.

Third-party information and sources

Certain information on this website is sourced from third parties — including market-data providers, public blockchain explorers, regulatory filings, peer-published research, and counterparties — and is believed to be reliable but is not guaranteed for accuracy, completeness, or timeliness. BlockArrow does not endorse and is not responsible for the content of third-party sites linked from this website. Any reference to a named institution — custodian, administrator, auditor, on-chain compliance vendor, trading venue — is for identification purposes only and does not imply that institution endorses, sponsors, or has reviewed this website.

Affiliate transactions and conflicts

BlockArrow and its affiliates may, from time to time, hold proprietary interests alongside the funds, allocate among multiple vehicles managed by BlockArrow, or maintain commercial relationships with service providers to the funds. The general partner manages such situations in accordance with its written allocation and conflicts policies, which prefer pro-rata allocation in standard circumstances and require documented written justification for any deviation. The specific terms governing allocation, alongside-investment, and related-party transactions are set out in each fund's LPA and offering memorandum.

ERISA, plan-asset, and tax-exempt LP notice

ERISA, plan-asset, tax-exempt-investor, and related structuring matters are addressed in fund materials and diligence materials made available to qualified prospective investors. This website does not provide tax or ERISA advice; each prospective investor should consult its own counsel and tax advisor.

Anti-money-laundering, sanctions, and on-chain compliance

AML, sanctions, and on-chain compliance matters are addressed in fund materials and diligence materials made available to qualified prospective investors. The funds will not knowingly accept subscriptions or process distributions in violation of applicable AML or sanctions law.

Cybersecurity and privacy linkage

Cybersecurity and privacy matters are addressed in fund materials, diligence materials, and the Privacy policy. Specific control details are reviewed with qualified prospective investors through the diligence process.

State-specific notices

Offers and sales of fund interests are made in reliance on private-placement exemptions under the federal Securities Act and the corresponding exemptions under the securities laws of each state in which an investor is located. State-specific notice filings are made where required. Additional state-specific notices applicable to investors in particular jurisdictions are provided in the offering documents and on request.

Where to find more

For Form ADV, fund offering documents, audited financials, or DDQ materials, contact tommysutker@blockarrow.io.


Last reviewed . This page is maintained by BlockArrow and reviewed periodically against the firm's compliance manual and the funds' offering documents. It is intended to satisfy the standing disclosure requirements applicable to a private investment-manager website addressed to qualified prospects; specific marketing materials, fund-specific PPMs, and any performance-bearing communications carry additional, materials-specific disclosures that control over this page in the event of conflict.