Risk Disclosure Statement

Gliese Capital LLC ("Gliese Capital," "the Firm," "we," "us," or "our")

Effective as of the date shown in the website footer. This Statement is reviewed and updated periodically; the version in force is the one published on this website.

1. Important Notice — Please Read First

This Risk Disclosure Statement summarises certain of the material risks of investing in private investment funds and related vehicles managed or advised by Gliese Capital (each, a "Fund"). It is provided for general informational purposes only.

This is not an offer. Nothing on this website, including this Statement, constitutes an offer to sell, or a solicitation of an offer to buy, any interest in any Fund or any other security, in any jurisdiction. Any offer is made solely to eligible investors through a Fund's confidential Private Placement Memorandum (PPM), its limited partnership agreement or operating agreement, and its subscription documents (together, the "Offering Documents"). The Offering Documents — including their full risk-factor section — control and supersede this website in all respects, and a prospective investor must read them in their entirety before investing.
Eligible investors only. Interests in the Funds are offered only to investors who meet applicable eligibility criteria — for example, "accredited investors" under Rule 501 of Regulation D and, where applicable, "qualified purchasers" under the U.S. Investment Company Act in the United States; "professional clients" or "elective professionals" in the United Kingdom; "professional clients" in the Dubai International Financial Centre; and "professional investors" under Astana International Financial Centre (AIFC) rules — pursuant to applicable private-placement exemptions. **
Not a registered or public offering. No Fund is a registered investment company, mutual fund, or exchange-traded fund, and no Fund interest is registered under the U.S. Securities Act of 1933 or the securities laws of any other jurisdiction. Gliese Capital is not a public offeror and is not a FINRA-member broker-dealer. Fund interests are offered by private placement only.
No regulatory approval. No securities regulator — including the U.S. Securities and Exchange Commission, the UK Financial Conduct Authority, the Astana Financial Services Authority, the Dubai Financial Services Authority, or any other authority — has approved or disapproved any Fund interest or passed upon the accuracy or adequacy of any offering materials. Any representation to the contrary is unlawful.
No advice. This Statement is not investment, legal, tax, regulatory, or accounting advice, and using this website creates no advisory or fiduciary relationship. You should rely on your own professional advisers (see Section 18).

2. General Investment Risk and Risk of Total Loss

An investment in a Fund involves a high degree of risk, including the risk of loss of the entire amount invested. You should invest only if you can bear the complete loss of your investment and have no need for liquidity with respect to it.

There is no assurance that any Fund will achieve its objectives or that an investor will receive any return of, or on, capital.
The risks described below are not exhaustive. The Offering Documents contain a fuller and controlling description of risk factors specific to each Fund.
A single adverse event — affecting one asset, one country, one commodity, or one counterparty — may impair an entire Fund.

3. No Guarantee of Returns, Distributions, or Dividends

The Firm's strategy targets — which may include illustrative objectives such as an equity internal rate of return and an exit multiple — are aspirational targets and objectives, not forecasts, promises, or guarantees. They are based on assumptions that may prove incorrect, and actual results may be materially lower, including a complete loss.
A Fund pays distributions (not "dividends"). Any distribution is made at the discretion of the general partner or manager and is subject to available cash, reserves, applicable law, and the terms of the Offering Documents. Distributions may be reduced, delayed, suspended, or subject to clawback, and are not guaranteed.
Profitable individual transactions do not guarantee positive Fund-level returns after management fees, expenses, and carried interest.

4. Distressed and Special-Situations Strategy Risk

The Funds pursue distressed and special-situations strategies, which are inherently higher-risk than investing in performing assets.

Troubled assets by definition. Target assets may involve financial distress, insolvency, operational failure, litigation, or impaired counterparties.
Turnaround execution risk. Operational improvement plans may fail, cost more, or take longer than expected. Anticipated entry discounts to market value may not exist, may not be realisable, or may reflect genuine impairment rather than mispricing.
Insolvency-process risk. Investments may be exposed to priority disputes, cram-down, fraudulent-conveyance or preference clawback, debtor-in-possession dynamics, creditor-committee outcomes, and the added complexity of cross-border insolvency in frontier jurisdictions.
Information risk. Diligence on distressed assets is often conducted under time pressure and with incomplete information; hidden liabilities, environmental claims, tax exposures, and undisclosed encumbrances may emerge.
Control and "loan-to-own" risk. Strategies that convert credit positions into equity may expose a Fund to lender-liability, equitable-subordination, and recharacterisation risk.

5. Emerging and Frontier Market Risk

The Funds invest in emerging and frontier markets, including Kazakhstan and Central Asia and parts of South America (such as Ecuador, Colombia, and Peru). These markets carry heightened risk relative to developed markets.

Legal and institutional risk. Less developed legal systems, inconsistent rule of law, weaker creditor and minority-shareholder protections, and unpredictable courts may impair value and exits.
Regulatory uncertainty. Abrupt or retroactive changes to law, licensing, taxation, foreign-investment rules, and resource regimes; limited enforceability of contracts and foreign judgments or arbitral awards.
Governance and corruption risk. Higher-perceived-corruption environments and reliance on local partners may create exposure under anti-bribery laws such as the U.S. Foreign Corrupt Practices Act and the UK Bribery Act.
Market-structure risk. Shallow capital markets, limited reliable data, fewer exit counterparties, and weaker accounting and audit standards.
Operational risk. Physical-security, logistics, infrastructure, and personnel-safety challenges in remote resource regions.

6. Political, Expropriation, and Sanctions Risk

Expropriation and nationalisation. Assets — particularly in mining, energy, and infrastructure — may be subject to expropriation, "creeping expropriation," forced renegotiation of concessions and licences, expropriatory taxation, or nationalisation.
Sanctions risk. Assets, counterparties, partners, or their beneficial owners — particularly those with a Central Asia / CIS nexus — may become subject to sanctions administered by the U.S. Office of Foreign Assets Control (OFAC), the UK Office of Financial Sanctions Implementation (OFSI), the EU, or the UN, including secondary-sanctions exposure. An asset or counterparty becoming sanctioned during a holding period may materially impair value and prevent exit.
Capital controls. War, civil unrest, terrorism, trade restrictions, exchange controls, and convertibility restrictions may prevent the repatriation of capital or profits.

The Firm screens investors, counterparties, and prospective portfolio assets against applicable sanctions lists; see our AML / KYC / CTF Policy.

7. Commodities and Mining Sector Risk

Price volatility. Commodity prices are cyclical, sentiment-driven, and exposed to global supply-and-demand shocks outside the Firm's control.
Reserve and resource uncertainty. Reserve and resource estimates are estimates, not guarantees of recoverable quantity or grade; exploration and development may fail; mines deplete; recovery rates may fall short.
Permitting and resource-nationalism risk. Licensing, royalty, mineral-rights title, and resource-nationalism risk may materially affect value.
Environmental liabilities. Tailings, remediation, and rehabilitation obligations, plus climate-transition and stranded-asset risk, may arise. Mining assets are capital-intensive with long lead times before any cash flow.

8. Energy and Infrastructure Risk

Long-duration, capital-intensive assets carry construction, completion, cost-overrun, and offtake/counterparty risk.
Regulatory and tariff risk. Government-set tariffs, power-purchase agreements, and concession terms may change adversely, and regulated returns may be subject to political interference.
Exposure to energy prices, energy-transition policy, dependence on a limited number of offtakers or sponsors, permitting risk, and "social-licence-to-operate" risk from local opposition.

9. Real Estate and Development Risk

Real-property values are cyclical and interest-rate sensitive, with tenancy, occupancy, and re-leasing risk.
Development risk. Entitlement, zoning, permitting, contractor, cost-overrun, completion, and pre-sale/pre-lease risk.
Real assets are illiquid, with wide bid/ask spreads, long disposition timelines, and transaction and transfer-tax friction.
In frontier markets, title and registration defects, expropriation of land, and restrictions on foreign ownership may apply.

10. Agriculture and Soft-Commodities Risk

Weather, drought, flood, climate, pest, and disease risk, and crop-yield variability.
Soft-commodity price volatility, seasonality, perishability, and storage and logistics risk.
Land-use, water-rights, environmental, biosecurity, agrarian-reform, and land-tenure risk in frontier markets.

11. International and Currency Risk

Foreign-exchange risk. Assets and cash flows may be denominated in currencies including the Kazakhstani tenge, Colombian peso, Peruvian sol, U.S. dollar, pound sterling, and UAE dirham. Adverse currency movements can materially reduce returns when measured in an investor's reference currency.
Hedging limitations. Hedging in frontier currencies may be unavailable, costly, or ineffective, and may introduce its own counterparty and cost risk; a Fund may be unhedged.
Cross-border tax, withholding, double-taxation, repatriation friction, and transfer-pricing scrutiny may reduce net returns.

12. Illiquidity, Lock-Up, and Limited Redemption Risk

Illiquid, closed-ended structure. Fund interests are not redeemable on demand, there is no public or secondary market for them, and transfer is restricted and generally requires consent of the general partner or manager.
Long horizon and lock-up. Capital may be committed and drawn over time and locked up for the life of the Fund plus extensions, consistent with the multi-year strategy and the typical multi-year horizon of individual transactions.
Capital-call risk. Failure to meet a drawdown may trigger dilution, forfeiture, and penalties.
You should not invest capital you may need to access on a defined timeline.

13. Leverage Risk

The use of debt or leverage at the asset, special-purpose-vehicle, or Fund level magnifies both gains and losses.
Refinancing, covenant-breach, margin, rising-rate, cross-default, and recourse risk may arise. Leverage in distressed or frontier contexts may be expensive, short-tenor, or withdrawn, and an inability to refinance may force loss-crystallising sales.

14. Concentration Risk

A Fund may concentrate by sector (resources, energy, real estate, agriculture), by geography (Central Asia and selected South American countries), and by individual transaction — deal sizes imply a small number of large positions.
A Fund is likely to be far less diversified than a public-market fund, so a single adverse event can have a disproportionate effect.

15. Valuation Uncertainty of Private Assets

Fund holdings are private, illiquid, and not exchange-traded. Valuations are estimates based on models, assumptions, and the manager's judgement, not observable market prices. Distressed and frontier assets are especially difficult to value.
Conflict of interest. The manager values the assets on which its fees and carried interest are based. Reported net asset value may not be realisable, and interim valuations may differ materially from eventual exit proceeds.

16. Conflicts of Interest; Fees, Expenses, and Carried Interest

The Firm and its affiliates may sponsor multiple funds and co-investments and allocate transactions among them; cross-fund and principal transactions, related-party service providers, and expense and co-investment allocation may give rise to conflicts.
Management fees, carried interest (performance allocation), organisational and operating expenses, and transaction and broken-deal costs reduce net returns and are payable regardless of performance. Carried interest may incentivise higher-risk strategies; any clawback is subject to the creditworthiness of the recipient.

17. Manager, Key-Person, Tax, and Regulatory-Change Risk

Key-person and operational risk. The Funds depend on a small senior team; loss of key individuals could materially impair a Fund. Fund vehicles may have a limited operating history and rely on third-party administrators, custodians, and counsel. Cybersecurity, fraud, and business-continuity risk span multiple offices and jurisdictions.
Tax and regulatory risk. Tax treatment is complex and may change; cross-border structures may create withholding, PFIC/CFC, and information-reporting exposure with no assurance of intended outcomes. Future regulatory change — including the forthcoming U.S. investment-adviser AML/CFT requirements — may increase compliance costs and constrain operations.

18. Forward-Looking Statements

Statements about strategy, targets, pipeline, projections, and market conditions are forward-looking. Words such as "target," "expect," "intend," "project," "believe," "estimate," "may," "plan," and "anticipate" identify such statements.
Forward-looking statements are inherently uncertain and rest on assumptions that may prove incorrect; actual results may differ materially. They speak only as of their date, and the Firm undertakes no obligation to update them.
Targeted internal rates of return, exit multiples, and discount levels illustrate the strategy and are not forecasts of any specific Fund's results.

19. Past Performance and Hypothetical Information

Past performance is not indicative of, and is no guarantee of, future results.
Any track record may reflect different vehicles, market conditions, team composition, and transaction sizes; prior-transaction performance does not predict any future Fund.
Any hypothetical, modelled, targeted, or back-tested figures have inherent limitations, were prepared with the benefit of hindsight, do not reflect actual trading or actual investor experience, and no representation is made that any investor will, or is likely to, achieve comparable results.

20. Seek Independent Advice; Acknowledgement

The risks summarised here are not a complete description of all risks relevant to an investment in a Fund. You should not rely on this website or this Statement in making any investment decision. Before considering any investment, you should read the relevant Offering Documents in full and consult your own legal, tax, regulatory, accounting, and financial advisers, who can assess your particular circumstances, objectives, and risk tolerance. You are solely responsible for your investment decisions.

By accessing this website and these materials, you acknowledge that you have read and understood this Risk Disclosure Statement and that you may lose the entire amount of any investment.

This Statement should be read together with our Terms of Use, Privacy Notice, and AML / KYC / CTF Policy.

21. Contact

Questions regarding this Risk Disclosure Statement may be directed to:

Gliese Capital LLC Email: compliance@gliesecap.com General enquiries: info@gliesecap.com