Risk Disclosure Statement
Updated date: June 28th 2026
This Risk Disclosure Statement summarises certain principal risks of an investment in limited partnership interests (the Interests) in HelmShare Prime Fund, L.P. (the Fund), a Cayman Islands exempted limited partnership. It is provided so that each prospective investor can understand the principal risks before subscribing. The Interests are offered only outside the United States to non-United States persons in reliance on Regulation S and are not available to any United States person.
An investment in the Fund is speculative, involves a high degree of risk, and is suitable only for eligible professional, qualified or high net worth investors who can bear the loss of their entire investment and who have no need for liquidity. The Interests are illiquid, capital may be lost in full, and returns are targeted, not guaranteed. The Preferred Return of 8 percent per annum and the targeted return of 100 percent of principal at the end of the Term are targets and projections only. They are not guaranteed, fixed or secure. The contractual yield commitment from the charter operator is owed to the Fund only and is not a guarantee or return to investors.
This Statement is a condensed summary. It does not describe every risk and is not a substitute for the comprehensive risk factors set out in the Confidential Private Placement Memorandum of the Fund (the Memorandum). Each prospective investor must read the Memorandum and the Limited Partnership Agreement of the Fund in full. In the event of any inconsistency between this Statement and the Memorandum or the Limited Partnership Agreement, the Memorandum and the Limited Partnership Agreement control. Nothing in this Statement is legal, tax, regulatory, accounting or investment advice.
Risk of Total Loss of Capital
An investment in the Fund may result in the loss of some or all of the capital committed and contributed. There is no assurance that the Fund will achieve its investment objective, return any capital, or make any distribution. Prospective investors should be able to withstand a total loss of their investment.
No Guarantee of Returns or Principal
The Preferred Return of 8 percent per annum, the targeted return of 100 percent of principal at the end of the Term, the target asset allocation and all other financial objectives are targets and projections only. They are not guaranteed, fixed or secure. The Preferred Return is a priority of distribution only, does not accrue as a debt of the Fund, and is payable only to the extent cash is available after the return of capital. Actual results may differ materially and may result in a loss.
Illiquidity and No Public Market
The Interests are illiquid. There is no public market for the Interests, none is expected to develop, and the Fund does not intend to list the Interests. The Interests have no redemption or withdrawal rights during the Term, except in limited compulsory-withdrawal circumstances described in the Limited Partnership Agreement. Transfers require the prior written consent of the General Partner and compliance with applicable securities laws and eligibility requirements. An investor must be prepared to hold its Interests for the entire Term of the Fund, being six years from the Initial Closing, subject to extension.
Capital Calls and Default Remedies
Capital is committed at subscription but is drawn down over time through capital calls, made on at least ten business days notice. A Capital Commitment is a binding and irrevocable obligation, and an investor must fund each capital call when due regardless of its circumstances at that time. An investor that fails to fund a capital call is subject to defaulting-partner remedies under the Limited Partnership Agreement, which may include default interest, suspension of distributions, a deemed loan from non-defaulting partners, dilution, forfeiture of all or part of its Interest, and a compulsory transfer of its Interest. These remedies may result in the loss of amounts already contributed.
Reliance on the Charter Partner and Its Creditworthiness
A substantial part of the Fund's strategy depends on the charter operator. The contractual yield commitment of 8 percent described in the Memorandum is a contractual obligation owed by the operator to the Fund only. It is not a guarantee to investors, confers no direct rights on any investor, and is not a guarantee of any distribution, the Preferred Return, or the return of capital. The value of the commitment depends entirely on the operator's ability and willingness to perform it and is subject to the operator's creditworthiness, financial condition and continued performance. If the operator fails to perform, becomes insolvent, or terminates or breaches the arrangement, the Fund may receive less than the committed yield, may have only an unsecured contractual claim against the operator, and the Fund and its investors may suffer losses.
Concentration
The Fund targets an allocation of 70 percent to luxury yacht charter assets, with only 20 percent to real estate and 10 percent to alternative assets. The Fund is therefore highly concentrated in a single asset class and in the charter sleeve and its counterparty. The Fund is also small by institutional standards, with a target size of EUR 5,000,000, which limits diversification and increases the proportionate impact of any single adverse event, asset under-performance, or expense. Concentration increases volatility and the risk of loss.
Asset-Specific Risks
Yacht assets are subject to depreciation, maintenance, refit, downtime, insurance, registration, classification and crewing risks, and to seasonal and demand-related fluctuations in the luxury travel market. Real estate is subject to market, development, valuation, vacancy, financing and liquidity risks. Alternative assets, comprising listed high-yield bond funds, are subject to interest-rate, credit, market and liquidity risks. Any of these may reduce income or asset value.
Currency and Foreign-Exchange Risk
The base currency of the Fund is the euro. An investor whose home currency is not the euro, or who funds capital calls or receives distributions in a currency other than the euro, bears foreign-exchange risk. Movements in exchange rates may reduce the value of an investment and of any distributions when measured in the investor's home currency, independently of the performance of the Fund's assets.
Leverage
The Fund may use leverage. Leveraged exposure associated with the alternative-assets sleeve is capped at 10 percent of the Fund's total assets. Even limited leverage magnifies both gains and losses, increases the volatility of returns, and creates the risk that the Fund may be required to dispose of assets at an inopportune time to meet financing obligations.
Valuation
The Fund's assets include assets that are not traded on a public market and for which valuations are estimates that involve judgement and assumptions. Net asset value and reported performance may not reflect the price at which assets can actually be realised. Where the Investment Manager or an affiliate is involved in valuation, a conflict of interest arises that is managed and disclosed as described in the Memorandum. Realisation values on liquidation may be materially lower than carrying values.
Regulatory and Legal Risk
The Fund is registered with the Cayman Islands Monetary Authority under the Private Funds Act, the Investment Manager is licensed by the Dubai Financial Services Authority, and the Interests are distributed in target markets under applicable private-placement and professional-investor regimes. Changes in law, regulation, supervisory practice or their interpretation, in any relevant jurisdiction, may adversely affect the Fund, the General Partner, the Investment Manager, the conduct of the Fund's business, the ability to market the Interests, or the after-tax return to investors. Registration of the Fund with a regulator is not an endorsement of the Fund or of the terms of the offering.
Tax
The tax treatment of an investment in the Fund depends on the individual circumstances of each investor and on the laws of the investor's jurisdiction of residence, citizenship, domicile or incorporation, which may change. The Fund is subject to information-reporting regimes including FATCA and the Common Reporting Standard, and an investor must provide accurate self-certification and supporting information. Each investor is responsible for its own tax position and must consult its own tax advisers. Nothing in the offering documents is tax advice.
Dependence on the General Partner, the Investment Manager and Key Persons
The Fund is newly formed and has no operating history. It depends substantially on the General Partner, the Investment Manager and a small number of key persons, and on the broad discretion conferred on the General Partner. The loss of one or more key persons, or the failure of the General Partner or the Investment Manager to perform, could materially and adversely affect the Fund. The General Partner and the Investment Manager are presently the same legal entity, which gives rise to conflicts of interest described in the Memorandum.
Conflicts of Interest
The General Partner and the Investment Manager, and their affiliates, are subject to conflicts of interest, including the dual role of the General Partner and the Investment Manager, the relationship with the Charter Partner, the sourcing of real estate, the allocation of investment opportunities, fees, side letters, and the use of multi-function service providers. These conflicts, and how they are managed and mitigated, are described in the Memorandum and in the conflicts of interest disclosure.
Operational, Counterparty and Force-Majeure Risk
The Fund depends on service providers, counterparties, banking and payment arrangements, and technology systems, each of which may fail or default. The Fund is exposed to credit risk of its counterparties, to cybersecurity risk, and to force-majeure events including natural disasters, pandemics, war, governmental action and infrastructure failure, any of which may disrupt operations, reduce income or cause loss.
Eligibility and No Offer to US Persons
The Interests are offered only outside the United States to non-United States persons in reliance on Regulation S under the United States Securities Act of 1933 and are not offered or sold to any United States person. Marketing is directed only at eligible investors in permitted markets, namely professional investors in the European Union and European Economic Area under the AIFMD National Private Placement Regime, certified high net worth and certified or self-certified sophisticated investors in the United Kingdom, professional investors in the United Arab Emirates, and qualified or institutional clients in the Kingdom of Saudi Arabia. No regulator has approved or passed upon the Fund, the Interests, or any offering document.
No Advice
Nothing in this Statement or in any offering document constitutes legal, tax, regulatory, accounting or investment advice. This Statement is a draft prepared for review by qualified legal counsel. Each prospective investor should obtain independent legal, tax, financial and investment advice before subscribing, and should read the Memorandum and the Limited Partnership Agreement in full.