Not an offer to sell securities
This is not an offer to sell securities or the solicitation of an offer to purchase securities. Offers, solicitations, and sales are not made in jurisdictions where not lawful or prohibited.
Securities are not registered
The securities of Vukota Capital Management, LLC (“VCM”) have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other applicable securities law. VCM’s securities have not been approved or disapproved by the U.S. Securities and Exchange Commission (the “SEC”), any other state securities commission or any other regulatory authority, nor have any of the foregoing passed upon the accuracy or adequacy of the information presented. Any representation to the contrary is a criminal offense.
The offering of VCM’s securities is made pursuant to an exemption from the registration requirements of the Securities Act and certain state securities laws. VCM, therefore, is not required to comply with the specific disclosure requirements that apply to securities sold under registration statements filed with the SEC, including the requirement to publicly file certain reports with the SEC, so there is minimal publicly available information about our business, assets, liabilities, results of operations and other information typically available regarding publicly traded securities.
Investment Company Act
VCM’s securities are not subject to the protections of the Investment Company Act of 1940, as amended.
Accredited investors only
VCM’s securities are only offered and sold to “accredited investors,” as defined under the U.S. securities laws, pursuant to VCM’s private placement memorandum (“PPM”) and related subscription documents for each investment. Individuals are accredited investors only if they meet certain minimum net worth or sustained annual income thresholds. Entities are accredited investors only if they hold sufficient assets or are completely owned by accredited investors.
Transfers restricted and no trading market
Transfers of VCM’s securities are restricted by federal and state securities laws and certain provisions of our organizational documents. There is no trading market for the shares and there can be no assurance that such a market will develop in the foreseeable future. VCM’s securities may not be transferred, resold or otherwise disposed of by an investor unless, in the opinion of counsel acceptable to us, registration under federal and applicable state securities laws is not required or compliance is made with the registration requirements of such laws.
This is not investment, financial, legal, or tax advice
You should obtain financial and tax advice, and conduct diligent investigation of information and material given to you before making any decision to invest in any VCM securities.
Investments involve various risks
An investment in VCM’s securities involves various risks. Only investors who can bear this type of economic risk for an indefinite period of time; and, the risk of loss of their entire investment should invest in VCM’s securities. See the section entitled “Potential Risk Factors” in the PPM of each investment for additional information.
No guarantee of future performance
Past performance is not a guarantee of future performance. The current performance of any VCM securities may be lower or higher than the past performance.