A. The Firm - 1623 Capital LLC
1623 Capital LLC (“1623 Capital” or “we”) is an investment adviser registered with the United States
Securities and Exchange Commission (“SEC”). We began providing investment advice in April 2019.
1623 Capital is a wholly-owned subsidiary of Motley Fool Investment Management LLC (“MFIM”). In
turn, MFIM is wholly-owned by The Motley Fool Holdings, Inc. (“TMF Holdings”). MFIM has two
indirect owners, David H. Gardner and Thomas M. Gardner, who each own 30% or more of TMF Holdings.
B. Advisory Services Offered
1623 Capital provides discretionary investment advice and account management services to “private funds”
(such private funds are collectively referred to as “Funds” for purposes of this Brochure). For ease of
reference, the definition of “Fund” includes separate classes of interests in the same legal entity that operate
as separate and distinct pooled investment vehicles. For example, a class within a fund structure may pursue
its own investment strategy, hold different Portfolio Investments (as defined below) segregated from the
assets of other classes, and have different investors. 1623 Capital does not provide discretionary or non-
discretionary investment advice or account management services to individuals.
The Funds are (or will be, if not yet formed) exempt from registration under Section 3(c)(7) or Section
3(c)1 of the Investment Company Act of 1940 (as amended, “Investment Company Act”) or another
available exemption, and the securities offered by Funds are (or will be, if not yet formed) exempt from
registration pursuant to the various safe harbors available under Regulation D (“Reg D”) or another
available exemption under the Securities Act of 1933 (as amended, “1933 Act”). Transactions in the Funds
are (or will be) limited to accredited investors (under the 1933 Act) and, if the Fund is relying on Section
3(c)(7), qualified purchasers (under the Investment Company Act), including high net worth individuals
and institutional investors (“Approved Investors”). Investors in Funds relying on Section 3(c)(1) and that
charge a performance-based fee must be qualified clients pursuant to Rule 205-3 under the Investment
Advisers Act of 1940 (the “Advisers Act”).
In order to address the particular legal, tax, regulatory or other commercial needs of certain investors or
certain investments, parallel funds or other alternative investment vehicles (“Parallel Funds”) can be created
by 1623 Capital or by a third-party institutional investor to invest alongside a Fund. Disclosures that are
related specifically to a Parallel Fund are set forth in the organizational and offering documents for such
Parallel Fund. Unless noted otherwise, for ease of reference Parallel Funds are included within the definition
of “Fund.”
Each Fund invests in accordance with its particular strategy. Each strategy is described below in Item 8 –
Methods of Analysis and Investment
Strategies, and these strategies may include investment in private or
publicly traded equity securities (such as common and preferred stock), short sales, equity options and other
derivates (“Portfolio Investments”). The strategies may also involve illiquid asset classes and focus on
specific, discrete investment opportunities (some of which may not be widely available in traditional public
markets). Consistent with its investment mandate, a Fund may place limits on the types of instruments,
industries, sectors, asset classes or geographies comprising its Portfolio Investments.
The investment objective, strategy and Portfolio Investments of each Fund, along with the terms and
conditions associated with an investment in the Fund, is described in the applicable confidential offering
memorandum (“Offering Memorandum”).
Brokerage and custody services for each Fund are selected with consideration of the particular
strategy and asset class. Service providers will be disclosed in the applicable Offering
Memorandum.
C. Tailored Advice and Investment Restrictions
Fund Advisory Services
The above advisory services are provided pursuant to, and in accordance with, a Fund’s (i) Offering
Memorandum and (ii) governing documents, including but not limited to an investment management
agreement or limited partnership agreement. The Offering Memorandum and governing documents are
referred to collectively as “Governing Documents.”
Fund investors cannot impose restrictions on investing in certain securities or types of securities. However,
in order to address the particular legal, tax, regulatory or other commercial needs of certain investors,
Parallel Funds could be formed to invest alongside a Fund, although 1623 Capital generally is not obligated
to form, or allow an investor to form, a Parallel Fund. Each investor should carefully review the Offering
Memorandum in consideration of their own particular circumstances and in consultation with such other
advisors as they desire prior to investing.
ALL DISCUSSION OF THE FUNDS IN THIS BROCHURE, INCLUDING BUT NOT LIMITED
TO PORTFOLIO INVESTMENTS AND THE STRATEGIES USED IN MANAGING THE FUNDS,
ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE APPLICABLE FUND’S
GOVERNING DOCUMENTS.
WITH RESPECT TO ALL THE ADVISORY SERVICES WE OFFER, 1623 CAPITAL DOES NOT
GUARANTEE OR ENSURE THE SUCCESS OF ANY INVESTMENT. FURTHERMORE, WE DO
NOT PROVIDE LEGAL OR TAX ADVICE. CLIENTS WHO NEED SUCH ADVICE SHOULD
CONSULT LEGAL AND TAX PROFESSIONALS.
D. Wrap Fee Programs
Not applicable. 1623 Capital does not participate in wrap fee programs.
E. Assets Under Management
As of September 30, 2023, 1623 Capital had approximately $202,172,125 in regulatory assets under
management, all of which was managed on a discretionary basis on behalf of Funds.