The Company
Delta-v Capital, LLC (the “Adviser” or “Delta-v”) is a private growth equity firm headquartered
in Denver, CO, with an office in Dallas, TX. It was formed in July 2009 to make minority
secondary and select primary investments in high-growth later-stage technology companies.
Portfolio acquisitions target private companies with respect to venture capital, private equity, or
mezzanine investments through secondary, recapitalization, consolidation, or special situation
transactions. The Adviser is owned and managed by the investment team of Rand Lewis, David
Schaller, Daniel Williams, Kyle Rogers, and Colin Barclay. PRDV Growth, LLC, Delta-V Capital
Management, LP, and Lewis Family Trust are also owners of the Adviser.
Effective July 11, 2015, Delta-v became an investment adviser registered with the SEC. This
brochure has been prepared by the Adviser to describe the advisory services that it provides, the
fees charged, and other information about its advised funds. The Adviser provides investment
management services exclusively to private growth equity funds that are pooled investment
vehicles and special purpose vehicles (“SPVs”) exempt from registration under the Investment
Company Act of 1940, as amended (“Investment Company Act”).
The Funds
As of December 31, 2023, Delta-v has invested across seven funds to date: Delta-v Capital 2009,
Delta-v Capital 2011, LP, Delta-v Capital Access Fund, LP, Delta-v Capital 2015, LP, Delta-v
Capital 2015 Access Fund, LP, Delta-v Capital VS1 Fund, LP, Delta-v Capital Fund IV, LP, Delta-
v Capital Opportunity Fund, LP, Delta-v Capital Access Fund III, LP, and Delta-v Capital
Opportunity Fund II GPA, LP. The aforementioned funds are referred to collectively as “the
Funds.” Delta-v has also formed and manages the following SPVs created to invest in a single
portfolio company: Delta-v Capital MRH, LP, Delta-v WF, LP, Delta-v CN, LP, Delta-v Capital
AW, LP, Delta-v Capital AW2, LP, Delta-v Capital AW3, LP, Delta-v Capital Lifestyle-2 TH, LP,
Delta-v WB, LP, Delta-v AG, LLC, Delta-v TW, LLC, Delta-v TW Access, LLC, Delta-v Capital
TW2, LP, Delta-v Capital OD, LP, Delta-v Capital Lifestyle-1 TH, LP, Delta-v Capital Lifestyle-
1 TH VS1, LP, and Delta-v PS, LP. The aforementioned SPVs are referred to collectively as “the
SPVs.”
The Adviser’s services are provided pursuant to managed services agreements with the General
Partners of the Funds. Affiliate entities of the Adviser serve as General Partners of the Funds. As
of December 2023, the Adviser has $1,294,064,187 in total Regulatory Assets Under Management,
$967,660,120 of which are discretionary1 and $326,404,067 are non-discretionary. The Adviser
manages Delta-v Capital Access Fund, LP, Delta-v Capital 2015 Access Fund, LP, Delta-v Capital
VS1 Fund, LP, Delta-v Capital Opportunity Fund, LP, Delta-v Capital Access Fund III, LP, and
1 The Adviser does not have ultimate investment discretion with respect to the assets of any Fund, as such discretion
is retained by the applicable general partner of each Fund.
Delta-v Capital Opportunity Fund II GPA, LP on a non-discretionary basis insofar as one or more
Limited Partners have veto rights with regard to each investment in the applicable Fund.
Advisory Services
The Adviser tailors its advisory services to the specific investment objectives and restrictions of
each Fund pursuant to the investment guidelines and restrictions set forth in each Fund’s
confidential private placement memorandum, limited partnership agreement, and other governing
documents (collectively, the “Governing Documents”). Information about each Fund and the
particular investment objectives, strategies, restrictions, and risks associated with an investment
are described in the Governing Documents, which are made available to investors only through
the Adviser and its authorized agents.
The Funds are offered exclusively to individuals who qualify as “accredited investors” under
Regulation D promulgated under the Securities Act of 1933, as amended (the “1933 Act”), and/or
“qualified purchasers” as defined under Section 2(a)(51) of the Investment Company Act.
Therefore, they are 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 Investment Company Act.
Investment strategies and guidelines are not tailored to the individualized needs of any particular
investor in a Fund. Once invested in a Fund, an investor cannot impose restrictions on the types of
securities in which such Fund may invest, with the exception of the veto rights of certain Limited
Partner investors in Delta-v Capital Access Fund, LP, Delta-v Capital 2015 Access Fund, LP,
Delta-v Capital VS1 Fund, LP, Delta-v Capital Opportunity Fund, LP, Delta-v Capital Access
Fund III, LP, and Delta-v Capital Opportunity Fund II GPA, LP.
Investments in the Funds involve significant risks and should be regarded as long-term in nature,
forming only one portion of an investor’s diversified investment portfolio.
Market Focus
Delta-v represents the total 'effort' needed to transition from one trajectory to another. Leveraging
its capital, experience, and creativity, Delta-v offers liquidity solutions for shareholders seeking
new opportunities and growth capital for high-growth technology companies with market leading
positions. This empowers private companies to pursue higher trajectories of growth and success.
Target portfolio companies typically boast fully established management teams and robust
governance structures. They often possess mature business models with expansive customer bases,
proven technology, substantial operating histories, and positive momentum. Moreover, these
companies tend to have multiple identifiable potential acquirers and ideally operate within markets
with sufficient scale to support potential future initial public offerings.
The Adviser primarily focuses its investment activity in North America, although occasional
investments in European companies are also pursued.
The Funds primarily focus on investing in non-public companies, though they may consider
investments in public companies within the constraints specified in the relevant Fund's Governing
Documents. Additionally, each Fund may hold investments in public companies if they result from
the sale of all or a portion of the Fund's holdings in a portfolio company. This typically occurs
when a portfolio company undergoes an initial public offering or is acquired by a public entity,
resulting in the Fund receiving stock. However, it's important to note that the public stock obtained
from portfolio companies may be subject to restrictions, potentially necessitating the gradual
liquidation of securities by the Adviser over time.
Investments will typically start at $5 million and may increase to as much as $35 million over time
(potentially larger if made through an SPV). The Funds exclusively focus on portfolios of private
company stock assets, primary growth equity investments, and follow-on purchases in existing
portfolio companies.
Portfolio Company Board Participation
As a standard practice, the personnel of the Adviser typically refrain from taking on managerial or
executive roles within portfolio companies, aligning with a Fund’s minority stake in such entities.
However, there are exceptions. In specific instances, a Principal of the Adviser or its affiliate
entities may serve on a portfolio company's board of directors with voting rights or observer rights,
or otherwise participate in influencing the management of the company until the relevant Fund
exits the investment.