Stockwell Ventures, LLC (“Stockwell,” the “Adviser” or the “Firm”), a Delaware limited
liability company and a registered investment adviser with the U.S. Securities and
Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as
amended (the “Advisers Act”). The Firm was formed in 2022 and is led by Donald R.
Mullen, Jr. (“Principal”), the manager and majority indirect-owner of the Adviser. An
unaffiliated third-party and certain of the Firm's affiliates own indirect, non-controlling
minority interests in the Adviser.
The Adviser provides investment advisory services directly to Spirits Opportunity Fund I,
LP, a private investment fund (“the Fund,” and together with any future private investment
fund to which the Firm provides advisory services, “Funds” or “Clients”). Advisory
services are provided to the Funds in accordance with the applicable Fund’s limited
partnership agreement (the “Partnership Agreement”).
The Adviser's investment management services consist primarily of sourcing, structuring,
negotiating and monitoring Fund investments in operating entities (referred to herein as
“Portfolio Companies”). In addition, the Adviser may monitor the performance of one or
more craft brand trades or businesses and cause the Fund to invest directly in craft brand
assets, including through barrel investing, brand rollouts, whiskey aging companies and
other asset acquisitions and branding activities.
Limited partnership interests (“Interests”) in the Fund will only be available to “accredited
investors” (as defined in the U.S. Securities Act of 1933, as amended (the “Securities Act”)
who are generally and qualified clients (as defined in Advisers Act). Generally, such
investors must also be “qualified purchasers” (as defined under the Investment Company
Act of 1940, as amended (the “Investment Company Act”). Interests in any Fund are not
made available to the general public and are not registered investment companies under the
Investment Company Act.
Spirits Opportunity Fund I GP, LP, a Delaware limited partnership (the “General
Partner”) and Firm-affiliate, serves as general partner of the Fund. Investors from whom
the General Partner accepts subscriptions are referred to herein as “Limited Partners.”
The Adviser’s management of the each Fund is subject to the terms of the relevant offering
memorandum, Partnership Agreement, investment management agreement
(“Management Agreement”) and subscription agreement, as applicable and as each can
be amended, supplemented,
or modified from time to time (collectively, the “Governing
Documents”). As of the date of this Brochure, the General Partner has not, but expects in
the future to enter into, side letters with individual Fund investors, which have had the
effect of establishing rights under, or altering or supplementing the terms of, the
Partnership Agreement without obtaining the consent of any other investor in the Fund
(other than an investor whose rights would be materially and adversely affected by the
waiver or modification).
In connection with any investment where the transaction requires or permits a larger
investment than the General Partner deems appropriate for the Fund, the General Partner
may (but shall not be required to) offer to potential investors, including but not limited to
third-parties and/or certain Limited Partners, the opportunity to co-invest with the Fund (a
“Co-Investment Opportunity”) on such terms and conditions as the General Partner
deems appropriate (subject to any restrictions set forth in the relevant Governing
Documents). Such third parties may include, for example, 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.
In such case, the General Partner and Adviser (or their respective affiliates) (i) are
permitted to receive a carried interest or fees in respect of some or all Co-Investment
Opportunities and (ii) any such carried interest or fees received in respect of Co-Investment
Opportunities shall not be shared with the Fund or any Limited Partner and shall not reduce
the Management Fee (as such term is defined below).
The General Partner, Adviser or any of their respective affiliates may invest in any co-
investment vehicle formed to facilitate any such Co-Investment Opportunity. Any
participation by a Limited Partner in a Co-Investment Opportunity would not be treated as
a capital contribution and would not reduce such co-investing Limited Partner’s unfunded
capital commitment, as applicable.
All information in this Brochure, including but not limited to the Firm’s advisory
services, are qualified in their entirety by reference to the applicable Fund’s Governing
Documents.
As of March 1, 2024, the Adviser has approximately $30,000,000 regulatory assets under
management. The Adviser does not and does not in the future intend to manage any Client
assets on a non-discretionary basis.