FIRM DESCRIPTION
Divisadero, a Delaware limited partnership, was formed in September 2021. Divisadero provides investment
management and other services with respect to affiliated private pooled investment vehicles, Divisadero Street
Partners, L.P., a Delaware limited partnership (the “Onshore/Master Fund”) and Divisadero Street Offshore Fund, LP,
a Cayman Islands exempted limited partnership (the “Offshore Fund”) which are together referred to as the
“Divisadero Funds”. In addition, Divisadero, subsequent to December 31, 2023, began serving as sub-manager to
BEMAP Master Fund Ltd., a Cayman Islands exempted company (the “BEMAP Fund” which together with the
Onshore/Master Fund and Offshore Fund are referred to as herein as the “Funds”). Divisadero has been granted, by
the BEMAP Fund’s primary manager, full discretionary investment and trading authority over the securities and non-
cash properties comprising the assets of the BEMAP Fund. Interests in the Funds are offered to eligible investors on
a private placement basis. We have full discretionary authority with respect to the investment decisions of the Funds.
Our investment advisory services are provided in accordance with the investment objectives and guidelines set forth
in the Funds’ offering and governing documents. The information set forth in this brochure is qualified in its entirety
by the Funds’ offering and governing documents. Divisadero Street Partners GP, LLC, a Delaware limited liability
company (the “General Partner”) is the general partner of the Onshore/Master Fund and Offshore Fund.
PRINCIPAL OWNERS
The General Partner and Divisadero are principally and ultimately owned and controlled by William Zolezzi (the
“Principal”).
TYPES OF ADVISORY SERVICES
Divisadero is investment manager to the Funds, and the Funds are currently its only advisory clients. Divisadero is
responsible for investing and re-investing the capital of the Funds in securities, financial instruments and/or other
assets in accordance with the investment objectives, policies and guidelines set forth in the Funds’ offering and
governing documents. See “Item 8: Methods of Analysis, Investment
Strategies and Risk of Loss.”
INVESTMENT RESTRICTIONS
We generally provide investment advice to the Funds in accordance with the investment objectives, policies and
guidelines set forth in the Funds’ offering and governing documents, and not in accordance with the individual needs
or objectives of any particular investor in the Funds. Investors generally are not permitted to impose restrictions on
investments in certain securities or types of securities or limitations on the management of the Funds. The Divisadero
Funds have entered and may enter into agreements ("Side Letters") with certain prospective or existing investors
whereby such investors may be subject to terms and conditions that are more advantageous than those in the
Divisadero Funds’ offering and governing documents. For example, such terms and conditions may include reduced
management fees, reduced performance allocation and the right to withdraw all or a portion of their investment in the
Fund on shorter notice and/or with more frequency than the terms described in this applicable Fund governing
documents. The modifications are solely at the discretion of the Fund and may, among other things, be based on the
size of the investor's investment in the Funds or affiliated investment entity, an agreement by an investor to maintain
such investment in the Fund for a significant period of time or other similar commitment by an investor to the Funds
or may be granted to strategic investors.
Interests in the Funds are privately offered only to eligible investors pursuant to exemptions under the Securities Act
of 1933, as amended (the “Securities Act”), and the regulations promulgated thereunder. The Funds are not registered
with the SEC as investment companies based on specific exclusions from the definition of investment company under
the Investment Company Act of 1940, as amended (the “Company Act”).
ASSETS UNDER MANAGEMENT
As of December 31, 2023, we had $634,221,172 in regulatory assets under management. All assets were managed on
a discretionary basis. As the BEMAP Fund was launched after December 31, 2023, its assets are not included in the
regulatory assets under management listed above.