Polychain Capital LP (“Polychain Capital”), a Delaware limited partnership, commenced its operations as
an investment manager in August 2016, and became registered with the United States Securities and
Exchange Commission (“SEC”) in March 2018. Polychain VC LP (“Polychain VC”), a Delaware limited
partnership, commenced operations as an investment manager in January 2018, and is an affiliated entity
and relying adviser of Polychain Capital. Polychain VC II LP (“Polychain VC II”, and together with
Polychain Capital and Polychain VC, “Polychain” or the “Investment Manager”), a Delaware limited
partnership, commenced operations as an investment manager in December 2022, and is an affiliated entity
and relying adviser of Polychain Capital. As indicated on Form ADV Part 1A, Olaf Carlson-Wee is the
Investment Manager’s principal owner. Polychain’s principal place of business is in San Francisco,
California. The general partner of Polychain Capital and Polychain VC II is Polychain Meta LLC
(“Polychain Meta”), a Delaware limited liability company, which is owned and controlled by Olaf Carlson-
Wee, the Managing Member of Polychain Meta. The general partner of Polychain VC LP is Polychain
Capital Sub LLC (“Polychain Capital Sub”), a Delaware limited liability company, which is wholly owned
by Polychain Capital.
Polychain is an investment management firm that provides advisory services on a discretionary basis to
privately offered pooled investment vehicles (each a “Fund”, and together with any future private
investment fund to which Polychain provides investment advisory services, the “Funds”).
Polychain Capital’s clients include:
• Polychain Master Fund I LP, a Cayman Islands limited partnership with Polychain Fund I, LP, a
Delaware limited partnership, and Polychain Global Ltd., a Cayman Islands exempted company,
acting as an onshore and offshore feeder fund, respectively, in addition to Polychain Parallel Fund
I LP, a Delaware limited partnership (collectively, “Fund I”).
Polychain VC’s clients include:
• Polychain Ventures LP, a Delaware limited partnership, with Polychain Venture Fund Ltd., a
Cayman Islands exempted company, acting as an offshore feeder fund (collectively, “Polychain
Ventures Fund”).
• Dfinity Ecosystem Fund LP, a Delaware limited partnership (the “Dfinity Ecosystem Fund”).
• Polkadot Ecosystem Fund LP, a Delaware limited partnership (the “Polkadot Ecosystem Fund”).
• Polychain Opportunities Fund I LLC – Series CDCX, a series of Polychain Opportunities Fund I
LLC, a Delaware series limited liability company, with Polychain CDCX SP, a segregated portfolio
of Polychain SPC Ltd., a Cayman Islands exempted company registered as a segregated portfolio
company, acting as an offshore feeder fund (collectively, the “Opportunities Fund”). The
Opportunities Fund is a single purpose investment vehicle.
• The Math Prophecy LP, a Delaware limited partnership (the “Math Prophecy Fund”).
• Celo Ecosystem Fund LP, a Delaware limited partnership (the “Celo Ecosystem Fund”).
• Polychain Ventures II LP, a Delaware limited partnership, with Polychain Ventures II (Parallel)
LP, a Delaware limited partnership, and Polychain Ventures II A (Parallel) LP, a Delaware limited
partnership (collectively, “Polychain Ventures II Fund”).
• Polychain Opportunities Fund I LLC – Series CDCX II, a series of Polychain Opportunities Fund
I LLC, a Delaware series limited liability company (the “Opportunities II Fund”). The
Opportunities II Fund is a single purpose investment vehicle.
Polychain VC II’s clients include:
• Polychain Ventures III LP, a Delaware limited partnership, with Polychain Ventures III (Parallel)
LP, a Delaware limited partnership, and Polychain Ventures III A (Parallel) LP, a Delaware limited
partnership (collectively, “Polychain Ventures III Fund”).
• Polychain Ventures IV LP, a Delaware limited partnership, with Polychain Ventures IV (Parallel)
LP, a Delaware limited partnership, and Polychain Ventures IV A (Parallel) LP, a Delaware limited
partnership (collectively, “Polychain Ventures IV Fund”).
The following general partner entities are affiliated with Polychain (each a “General Partner” and
collectively, the “General Partners”):
• Polychain Beacon Partners LLC
• Polychain Partners LLC
• Polychain Venture Partners LLC
• Polychain Polkadot Partners LLC
• Polychain Opportunity Partners LLC
• Polychain Celo Partners LLC
• Polychain Venture Partners II LLC
• Polychain Venture Partners III LLC
• Polychain Venture Partners IV LLC
Polychain’s clients also include special purpose vehicles in which a Fund co-invests along with a Fund’s
investors (“Investors” and each an
“Investor”) and third-party investors. In addition, Polychain provides
co-investment opportunities to other funds, private investors, groups, or individuals, including Investors (or
their affiliates), in the sole discretion of Polychain. Co-investment with such parties are expected to reduce
amounts a Fund can invest in any given opportunity, and Polychain is likely not to make as large of an
investment out of the Fund as otherwise might be desirable. In addition, the allocation of investments
between a Fund and such other parties will be at Polychain’s discretion, and if such other parties offer
Polychain more favorable economic terms than it would receive from the same investment out of the Fund,
Polychain would have a conflict of interest with respect to allocating investments between a Fund and such
other parties. In all cases, consistent with its fiduciary duty, Polychain will allocate trades on a fair and
equitable basis among the Funds. Polychain will generally allocate investments pro rata among the relevant
clients unless it determines, in its sole discretion, that such allocation is not appropriate.
The General Partners, Polychain affiliates, or Polychain’s principals, officers, and employees (“Polychain
Personnel”) have in the past, and in the future expect, to make investments that are also appropriate for the
Funds and will, at certain times, be simultaneously seeking to purchase or sell, in their individual capacities,
the same or similar investments for the Funds. Such investments are likely to reduce the amount the Funds
can invest in any given opportunity, and the General Partners may be unable to make as large of an
investment out of the Funds as otherwise might be desirable. In addition, the allocation of investments
between Polychain Personnel, Polychain affiliates, the General Partners, and the Funds will be at
Polychain’s discretion, and if Polychain Personnel, its affiliates, and the General Partners receive more
favorable economic terms for the same investment than the Funds, Polychain would have a conflict of
interest with respect to allocating investments between Polychain Personnel, its affiliates, the General
Partners, and the Funds. Any investment by the General Partners, Polychain affiliates, or Polychain
Personnel alongside the Funds will be subject to approval by Polychain in its sole discretion, on a case-by-
case basis and by determining whether such investment is appropriate. If approved, Polychain will allocate
an investment among the Funds and the General Partners, Polychain affiliates, or relevant Polychain
Personnel in accordance with the procedures set forth in Polychain’s Allocation Policy, taking into account
factors such as whether a pro rata allocation is appropriate, how much of the investment is available in the
aggregate, and what the allocation to the Funds would be absent any allocation to the General Partners,
Polychain affiliates, or Polychain Personnel. However, if a conflict should arise as between Polychain’s
Allocation Policy and a Fund’s Governing Documents (as defined below), the Governing Documents will
govern. See “Allocations” in Items 8.B. and 8.C. for additional disclosures regarding allocation among the
Funds, as well as between the Funds, on the one hand, and the Investment Manager and its affiliates, on the
other hand.
As a result of the foregoing, certain Polychain Personnel are expected to (and do) have conflicts of interest
in allocating their time and activity between the Funds and other personal investments, in allocating
investments among the Funds, and in effecting transactions for the Funds and other entities, including ones
in which Polychain Personnel have a greater financial interest.
The Investment Manager’s advisory services are provided to the Funds, pursuant to the terms of each Fund’s
relevant investment management agreement, organizational documents, offering documents, applicable
side letters and/or other documentation (collectively, the “Governing Documents”), and based on the
specific investment objectives and strategies as set out in those Governing Documents. The advisory
services each Fund receives is tailored to its individual needs, specified investment objectives and strategies
as set forth in each Fund’s Governing Documents. The Funds may impose restrictions on investing in
certain types of securities in accordance with achieving their investment objectives and strategies.
Not Applicable. Polychain does not participate in a wrap fee program.
As of December 31, 2023, Polychain manages approximately $5,039,703,850 in regulatory assets under
management on a fully discretionary basis. Polychain does not manage any of its clients’ assets on a non-
discretionary basis.