Scaleworks Capital, LLC (the “Adviser” or “Scaleworks”), a Delaware limited liability
Company formed in November 2019, is an investment advisor registered with the SEC since July 2020
with its headquarters in San Antonio, Texas
1. The Adviser is led and managed by Ed Byrne and Lew
Moorman (the “Founding Partners” or “Principals”).
The Adviser provides investment advisory, management, and other services on a discretionary
basis to private investment funds (each a “Fund,” “Client,” or “Partnership,” and, collectively, the
“Funds,” “Clients,” or “Partnerships”), for sophisticated, qualified investors (“Investors” or “Limited
Partners”). The Adviser invests in business-to-business software-as-a-service (“SaaS”) companies as
well as regenerative agriculture companies. The Adviser also makes private loans to SaaS companies.
The general partner or equivalent of each Fund is an affiliate of the Adviser (each a “General
Partner”). Each General Partner is subject to the Investment Advisers Act of 1940, as amended (the
“Advisers Act”) pursuant to the Adviser’s registration in accordance with SEC guidance. This
Brochure also describes the business practices of the General Partners, which operate as a single
advisory business together with the Adviser. The governing documents of each Client may also provide
for the establishment of parallel or other alternative investment vehicles in certain circumstances.
Investors may participate in such vehicles for the purposes of certain investments, and if formed, such
vehicles would also become Clients of the Adviser.
The Funds invest through negotiated equity and debt transactions in operating entities,
generally referred to herein as “portfolio companies.” The Adviser’s investment advisory services to
the Funds consist of identifying and evaluating investment opportunities, negotiating the terms of
investments, managing and monitoring investments, and achieving dispositions for such investments.
With respect to equity transactions, the Adviser invests in the form of buyouts in both domestic and
international, high-potential companies in the SaaS and regenerative agriculture sectors with a
particular emphasis on companies that could benefit from increased focus on strategy, go-to-market
approach, and team building. The Adviser focuses on companies it believes has a proven product with
a stable customer base and investment are made to acquire a substantial majority of the company. The
Principals or other affiliated personnel of the Adviser or its affiliates are expected to serve on such
portfolio companies’ respective boards of directors or otherwise act to influence control over
management of portfolio companies in which the Funds have invested. With respect to debt
transactions, the Adviser intends to make loans pursuant to the terms of promissory notes and other
debt instruments (collectively, “Debt Instruments”) that are entrepreneur friendly and generally have
repayment terms of one to five years. These loans are made to private U.S. and foreign companies and
will be repayable at rates proportional to a company’s revenue.
The Adviser’s advisory services to the funds are detailed in the applicable term sheet, private
placement memoranda or other offering documents, investment
management agreements, limited
partnership or other operating agreements (each, a “Partnership Agreement”), subscription agreements,
or similar governing documents and are further described below under “Methods of Analysis,
Investment Strategies and Risk of Loss.” While it is anticipated that each of its Clients will follow the
strategy described above, the Adviser may tailor the specific advisory services with respect to each
Client to the individual investment strategy of that Client. In addition, the governing documents of
Clients may, in certain limited circumstances, impose restrictions on investing in certain securities or
types of securities, for example in connection with regulatory or compliance reasons.
1 Registration of an investment adviser does not imply any level of skill or training.
Investors in the Funds participate in the overall investment program for the applicable Fund
but may be excused from a particular investment due to legal, regulatory, or other agreed-upon
circumstances pursuant to the relevant governing documents. The Funds and the General Partners have,
and may in the future, entered into side letters or other similar agreements (“Side Letters”) with certain
Investors that have the effect of establishing rights under, or altering or supplementing the terms
(including economic or other) of, the relevant governing documents with respect to such Investors.
Additionally, from time to time and as permitted by the relevant governing documents, the
Adviser expects to provide (or to agree to provide) co-investment opportunities (including the
opportunity to participate in co-invest vehicles) to certain Investors or other persons, including other
sponsors, market participants, finders, consultants and other service providers, the Adviser’s personnel,
and/or certain other persons associated with the Adviser and/or its affiliates (e.g., a vehicle formed by
the Principals to co-invest alongside a particular Fund’s transactions). Such co-investments typically
involve investment and disposal of interests in the applicable portfolio company at the same time and
on the same terms as the Fund making the investment. However, from time to time, for strategic and
other reasons, a co-investor or co-invest vehicle may purchase a portion of an investment from one or
more Funds after such Funds have consummated their investment in the portfolio company (also known
as a post-closing sell-down or transfer). Any such purchase from a Fund by a co-investor or co-invest
vehicle generally occurs shortly after the Fund’s completion of the investment to avoid any changes in
valuation of the investment. Where appropriate, and in the Adviser’s sole discretion, the Adviser is
authorized to charge interest on the purchase to the co-investor or co-invest vehicle (or otherwise
equitably to adjust the purchase price under certain conditions), and to seek reimbursement to the
relevant Fund for related costs and expenses. However, to the extent such amounts are not so charged
or reimbursed, they generally will be borne by the relevant Fund.
Scaleworks does not participate in any wrap fee programs.
As of December 31, 2023, the Adviser manages approximately $ 263,477,775 in Client assets
on a discretionary basis through the Funds. The Adviser is controlled by the Principals.