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Legal
Disclaimer
The information contained on this website and in all related blog posts (the "Information") is provided solely for general informational purposes and is in summary form. The Information has not undergone independent verification and does not purport to be complete or fully accurate. Blockwall Management GmbH ("Blockwall") has taken reasonable steps to ensure the accuracy of the Information, but makes no explicit representations or warranties regarding its precision, completeness, or timeliness. Consequently, no liability can be accepted for any errors or omissions.
The Information does not constitute investment, legal, tax, or accounting advice, and should not be treated as such. Any offering or sale of securities by Blockwall or its affiliates, should one occur, would be made only on the basis of specific transaction documents, including, as applicable, an offering memorandum and related governing and subscription documents. Under no circumstances should any of the Information be construed as an offer to sell, or a solicitation of an offer to purchase, any securities.
Nothing in the Information, including predictions, forecasts, views, or opinions expressed in blog posts, reflects the current or future perspective of Blockwall unless explicitly stated. Any such perspectives are based on referenced or internal data, none of which have undergone independent verification.
Before making any investment decisions, prospective investors should seek advice from their own legal, tax, business, investment, financial, or accounting advisers. No representation or warranty is made regarding the suitability of any financial product or transaction to your investment profile, objectives, or expectations. Blockwall is not responsible for any losses arising from the use of the Information or from transactions or investments in financial products mentioned herein. The Information is not intended as a substitute for your own independent judgment and research.
SFDR Disclosures
Blockwall Management GmbH (“Blockwall”, LEI: 391200YVTZ0CN8FUID66) considers sustainability risks as part of its investment decision-making process. Sustainability risks are environmental, social or governance events or conditions, the occurrence of which could have an actual or potential material adverse effect on the value of the investment. Blockwall considers sustainability risks as part of its due diligence process prior to any investment. This also includes an assessment of sustainability risks. Such assessment is being conducted through an informal process as appropriate in light of the circumstances of the individual case. The results of such assessment are taken into account when the investment decision is being taken. However, Blockwall remains free in its decision to refrain from investing or to invest despite sustainability risks, in which case Blockwall can also apply measures to reduce or mitigate any sustainability risks. At all times, Blockwall will apply the principle of proportionality taking due account of the strategic relevance of an investment as well as its transactional context.
Blockwall does not consider principal adverse impacts of its investment decisions on sustainability factors and, hence, does not use the sustainability indicators listed in Annex I of the Regulatory Technical Standards (Delegated Regulation (EU) 2022/1288, “RTS”) to identify and assess potential adverse impacts. Sustainability factors are environmental, social and employee concerns, respect for human rights and the fight against corruption and bribery.
Given that the SFDR, the Regulation (EU) 2020/852 (“EU Taxonomy”) and the accompanying RTS have now been in force for some time, there is a growing body of regulatory guidance and market practice. However, significant legal and practical uncertainties persist regarding their application to venture capital as an asset class. This is particularly relevant for Blockwall, whose investment strategy focuses on mostly early stage companies originating primarily in the European Union and engaged in the distributed ledger technology (DLT) and blockchain sectors as well as related sectors with innovation capacity and growth potential. Such companies typically have limited experience in ESG reporting and often lack the infrastructure to provide comprehensive ESG data. Moreover, the funds managed by Blockwall will mainly hold minority interests in their portfolio companies. Such minority interests are, however, generally not sufficient to encourage the funds’ portfolio companies to collect and report the relevant data to Blockwall. Thus, it is currently not foreseeable for Blockwall whether the information for the identification and assessment of principal adverse impacts can be obtained regularly from all the portfolio companies.
If and to the extent that the legal uncertainties will be resolved and a practicable market and administrative practice will evolve in this regard, Blockwall will re-evaluate considering principal adverse impacts of its investment decisions at the end of Q4 2027. In the meantime, Blockwall remains free in its decision to use part of the sustainable indicators listed in Annex I of the RTS and/or an own set of indicators.
As a registered alternative investment fund manager within the meaning of section 2 (4) of the German Investment Code (Kapitalanlagegesetzbuch, “KAGB”), Blockwall does not have and does not need to have a remuneration guideline or policy in accordance with the requirements of the KAGB.
BWC II considers certain environmental and/or social characteristics as part of its investment decisions and monitoring processes but does not seek to make sustainable investments as defined in the SFDR. The consideration of environmental and/or social characteristics is carried out both before and after an investment. For this purpose, information is initially and regularly obtained from the portfolio companies by means of qualitative queries. BWC II incorporates exclusion (negative screening) aspects during the decision-making process. Thereby BWC II considers several ESG themes to be the key to responsible investing. The actions and decisions described in the following section are each made by Blockwall for and on behalf of BWC II.
BWC II berücksichtigt bestimmte ökologische und/oder soziale Merkmale im Rahmen seiner Investitionsentscheidungen und Monitoring-Prozesse, strebt aber keine nachhaltigen Investitionen im Sinne der SFDR an. Die Berücksichtigung von Umwelt- und/oder Sozialmerkmalen erfolgt sowohl vor als auch nach einer Investition. Zu diesem Zweck werden zunächst und regelmäßig Informationen von den Portfoliounternehmen durch qualitative Abfragen eingeholt. BWC II bezieht Exklusionsaspekte (negatives Screening) in seinen Entscheidungsprozess ein. Dabei betrachtet BWC II mehrere ESG-Themen als Schlüssel für verantwortungsvolles Investieren. Die in diesem Abschnitt beschriebenen Handlungen und Entscheidungen erfolgen jeweils durch Blockwall für den Fonds.
BWC II promotes environmental or social characteristics, but does not have as its objective sustainable investment.
The purpose of BWC II is to build, hold and manage (including to divest) a portfolio of equity and equity-related investments in portfolio companies originating primarily in the European Union and engaged in the distributed ledger technology (DLT) and blockchain sectors as well as related sectors with innovation capacity and growth potential. BWC II intends to make its initial investments in the early stage, i.e., Pre-Seed, Seed and Series A rounds (including, for the avoidance of doubt, late seed rounds). As such, investments are expected to be spread across a wide range of economic activities. BWC II shall, in principle, pursue a long term and sustainable investment strategy.
BWC II is bound by the investment restrictions and limitations set out in BWC II’s limited partnership agreement and shall procure that such requirements, restrictions and limitations are complied with at all times. In particular, BWC II will screen each investment opportunity against its investment exclusions and no investments will be made in the area of such exclusions.
BWC II shall not invest, guarantee or otherwise provide financial or other support, directly or indirectly, to companies, including portfolio companies, or other entities whose business activity consists of:
- An illegal economic activity (i.e., any production, trade or other activity, which is illegal under the laws or regulations applicable to BWC II or the relevant portfolio company, including without limitation, human cloning for reproduction purposes);
- The production of, and trade in, tobacco and distilled alcoholic beverages and related products;
- The financing and production of, and trade in, weapons and ammunition of any kind;
- Casinos and equivalent enterprises.
Good governance practices are assessed through an informal process as appropriate in light of the circumstances of each individual case. Such practices include, in particular, sound management structures, employee relations, remuneration of staff and tax compliance within the portfolio companies. Moreover, BWC II will conduct regular monitoring of the good governance practices in its portfolio companies during the holding period. If BWC II becomes aware of severe governance issues, it will investigate them and work with all parties involved to find an appropriate solution.
BWC II will invest fully in line with its investment strategy and investment restrictions, i.e., will only make investments which are aligned with its environmental or social characteristics (i.e., its investment exclusions). BWC II does not make and does not intend to make sustainable investments within the meaning of article 2 no. 17 SFDR or environmentally sustainable investments within the meaning of Art. 3 Taxonomy; hence, no portion of its investments will be aligned with the Taxonomy.
In order to attain each of the environmental and/or social characteristics promoted by BWC II, a questionnaire is completed by the (potential) portfolio companies in the course of the due diligence process conducted prior to each investment. Hence, most data is obtained from the (potential) portfolio companies. If necessary, some data may be estimated or supplemented by information publicly available. Further, qualitative statements of an environmental or social nature or relating to corporate governance are requested from the (potential) portfolio companies and then taken into account in the investment decision-making and monitoring processes. An internal or external review or verification of the data obtained will be carried out if misrepresentations are suspected.
The information collected from the (potential) portfolio companies is internally or externally verified only if and to the extent misrepresentations are suspected. Thus, it cannot be ruled out completely that false information may remain undetected in certain cases. As BWC II’s investments are made for several years, BWC II considers it a priority to establish and maintain a trustful working relationship with its portfolio companies in order to ensure compliance with the environmental or social characteristics promoted by BWC II (i.e., its investment exclusions). Further limitations, in particular with regard to the accuracy of the data and reliability of the data sources used, are not apparent at this time.
In order to attain the aforementioned environmental and/or social characteristics, BWC II carefully selects its portfolio companies during the investment decision-making process. An initial assessment of how an investment relates to the environmental or social characteristics promoted by BWC II (i.e., its investment exclusions) is carried out as part of the due diligence process and, where required based on the inherent ESG risk of the portfolio company. BWC II incorporates exclusion (negative screening with respect to its investment exclusions) as well as good governance aspects during the decision-making process. As a rule, purely qualitative statements of an environmental or social nature or relating to corporate governance are requested from the portfolio companies and then taken into account in the investment decision-making process.
Engagement is, in general, not part of the environmental or social investment strategy of BWC II. However, should BWC II determine any potential issues relating to the environmental or social characteristics promoted by BWC II or other ESG-related controversies in its portfolio companies, BWC II may engage the respective portfolio companies in discussions in order to resolve, reduce or mitigate any adverse effects. Yet, it remains at the sole discretion of BWC II to determine which efforts are appropriate and proportionate in light of the size and strategic importance of the respective portfolio company as well as the transactional context.
No index has been designated as a reference benchmark to meet the environmental or social characteristics promoted by BWC II.
BWC III considers certain environmental and/or social characteristics as part of its investment decisions and monitoring processes but does not seek to make sustainable investments as defined in the SFDR. The consideration of environmental and/or social characteristics is carried out both before and after an investment. For this purpose, information is initially and regularly obtained from the portfolio companies by means of qualitative queries. BWC III incorporates exclusion (negative screening) aspects during the decision-making process. Thereby BWC III considers several ESG themes to be the key to responsible investing. The actions and decisions described in the following section are each made by Blockwall for and on behalf of BWC III.
BWC III berücksichtigt bestimmte ökologische und/oder soziale Merkmale im Rahmen seiner Investitionsentscheidungen und Monitoring-Prozesse, strebt aber keine nachhaltigen Investitionen im Sinne der SFDR an. Die Berücksichtigung von Umwelt- und/oder Sozialmerkmalen erfolgt sowohl vor als auch nach einer Investition. Zu diesem Zweck werden zunächst und regelmäßig Informationen von den Portfoliounternehmen durch qualitative Abfragen eingeholt. BWC III bezieht Exklusionsaspekte (negatives Screening) in seinen Entscheidungsprozess ein. Dabei betrachtet BWC III mehrere ESG-Themen als Schlüssel für verantwortungsvolles Investieren. Die in diesem Abschnitt beschriebenen Handlungen und Entscheidungen erfolgen jeweils durch Blockwall für den Fonds.
BWC III promotes environmental or social characteristics, but does not have as its objective sustainable investment.
BWC III’s investment strategy is implemented in the investment process on a continuous basis: Every investment opportunity will be assessed against BWC III’s investment strategy, in particular its investment exclusions, as part of the due diligence prior to any investment made by BWC III. After an investment, i.e., during the holding period, BWC III will monitor its portfolio companies on a regular basis. The purpose of BWC III is to build, hold and manage (including to divest) a portfolio of (i) equity and equity-related investments in portfolio companies engaged in the distributed ledger technology (DLT) and blockchain sectors as well as related sectors with innovation capacity and growth potential, and (ii) digital tokens.
Regarding investments in portfolio companies, BWC III intends to make its initial investments in the early stage, i.e., Pre-Seed, Seed and Series A rounds (including, for the avoidance of doubt, late seed rounds). As such, investments are expected to be spread across a wide range of economic activities. BWC III shall, in principle, pursue a long term and sustainable investment strategy. BWC III is bound by the investment restrictions and limitations set out in BWC III’s limited partnership agreement and shall procure that such requirements, restrictions and limitations are complied with at all times. In particular, BWC III will screen each investment opportunity against the following investment exclusions and no investments will be made in the area of such exclusions.
BWC III shall not invest in any portfolio company which Blockwall is aware at the time of making the relevant Investment,
- is involved in illegal activities (i.e. any production, trade or other activity, which is illegal under the laws or regulations applicable to the Partnership or the relevant Portfolio Company);
- is engaged in the manufacturing, distribution or sale of arms or ammunitions;
- is engaged in the manufacturing, processing, distribution or sale of tobacco products or distilled alcoholic beverages;
- is engaged in the research, development or technical application relating to electronic data programs or solutions, which aim specifically at:
- supporting any activity mentioned above; or
- pornography;
- is engaged in human cloning or genetically modified organisms; or
- whose principal business is connected to the mining (for the avoidance of doubt, other than by way of recycling) of natural resources, including oil and gas.
Good governance practices are assessed through an informal process as appropriate in light of the circumstances of each individual case. Such practices include, in particular, sound management structures, employee relations, remuneration of staff and tax compliance within the portfolio companies. Moreover, BWC III will conduct regular monitoring of the good governance practices in its portfolio companies during the holding period. If BWC III becomes aware of severe governance issues, it will investigate them and work with all parties involved to find an appropriate solution.
BWC III will invest fully in line with its investment strategy and investment restrictions, i.e., will only make investments which are aligned with its environmental or social characteristics (i.e., its investment exclusions). BWC III does not make and does not intend to make sustainable investments within the meaning of article 2 no. 17 SFDR or environmentally sustainable investments within the meaning of Art. 3 Taxonomy; hence, no portion of its investments will be aligned with the Taxonomy.
In order to attain each of the environmental and/or social characteristics promoted by BWC III, a questionnaire is completed by the (potential) portfolio companies in the course of the due diligence process conducted prior to each investment. Hence, most data is obtained from the (potential) portfolio companies. If necessary, some data may be estimated or supplemented by information publicly available. Further, qualitative statements of an environmental or social nature or relating to corporate governance are requested from the (potential) portfolio companies and then taken into account in the investment decision-making and monitoring processes. An internal or external review or verification of the data obtained will be carried out if misrepresentations are suspected.
The information collected from the (potential) portfolio companies is internally or externally verified only if and to the extent misrepresentations are suspected. Thus, it cannot be ruled out completely that false information may remain undetected in certain cases. As BWC III’s investments are made for several years, BWC III considers it a priority to establish and maintain a trustful working relationship with its portfolio companies in order to ensure compliance with the environmental or social characteristics promoted by BWC III (i.e., its investment exclusions). Further limitations, in particular with regard to the accuracy of the data and reliability of the data sources used, are not apparent at this time.
In order to attain the aforementioned environmental and/or social characteristics, BWC III carefully selects its portfolio companies during the investment decision-making process. An initial assessment of how an investment relates to the environmental or social characteristics promoted by BWC III (i.e., its investment exclusions) is carried out as part of the due diligence process and, where required based on the inherent ESG risk of the portfolio company. BWC III incorporates exclusion (negative screening with respect to its investment exclusions) as well as good governance aspects during the decision-making process. As a rule, purely qualitative statements of an environmental or social nature or relating to corporate governance are requested from the portfolio companies and then taken into account in the investment decision-making process.
Engagement is, in general, not part of the environmental or social investment strategy of BWC III. However, should BWC III determine any potential issues relating to the environmental or social characteristics promoted by BWC III or other ESG-related controversies in its portfolio companies, BWC III may engage the respective portfolio companies in discussions in order to resolve, reduce or mitigate any adverse effects. Yet, it remains at the sole discretion of BWC III to determine which efforts are appropriate and proportionate in light of the size and strategic importance of the respective portfolio company as well as the transactional context.
No index has been designated as a reference benchmark to meet the environmental or social characteristics promoted by BWC III.