CERTAIN RISK FACTORS AND CONFLICTS OF INTEREST An investment in the Interests is speculative and involves a high degree of risk. Investors should carefully consider the following risk factors before investing in the Interests in connection with this Offering. It is impossible to predict accurately the results to an investor from an investment in the Interests. Accordingly, the risks described in this section should not be considered an exhaustive list of the risks that Investors should consider before investing in the Interests. Rather, the following describes certain specific risks to which the Prospero Spirit Funds (and, therefore, the Members) are subject. Investors should obtain their own legal, financial, investment and tax advice prior to making an investment in the Interests and should be aware that an investment in the Interests may be exposed to other risks of an exceptional nature from time to time. Investors should not purchase Interests in connection with this Offering unless they are able to bear the loss of their entire investment. The following considerations are among those that should be carefully evaluated before making an investment in the Interests. Certain of the risk factors described herein may not apply to each investment in the Prospero Spirit Funds. The Operating Agreement of a specific Fund, if applicable, may have additional risk factors relating to the investment(s) expected to be made by such Prospero Spirit Fund that Investors should consider prior to making a subscription to such specific Fund.
General Investment Risks 1. Illiquidity; Long-Term Investment. A Limited Member’s participation in a Prospero Spirit Fund
requires a long-term commitment, with no certainty of return. Because Limited Members in a Prospero
Spirit Fund may not be able to withdraw capital from the Fund (e.g. during the Lock-up Period) or will
have significant limitations on withdrawing capital, and because Interests are not tradable, an investment
in the Prospero Spirit Funds will be an illiquid investment and will involve a high degree of risk. An
investment in the Prospero Spirit Funds therefore should be considered only by persons financially able to
maintain their investment in the Prospero Spirit Funds for a substantial period of time.
2. New Funds; Future and Past Performance. The Prospero Spirit Funds are newly formed entities
without any operating history. An investment in a Prospero Spirit Fund risks the loss of capital. No
guarantee or representation is made that the Managing Member acting on behalf of and for the account of
a Prospero Spirit Fund will achieve its investment objective or that investors will not lose all or substantially
all of their investment with respect to such Prospero Spirit Fund. If the Principal were to become unable to
participate in the investment management of the Prospero Spirit Funds, the consequences to the Prospero
Spirit Funds could be material and adverse.
3. Start-Up Operations. The Managing Member recently commenced operations and, therefore, is
subject to all the risks associated with being a start-up operation. It may be difficult for the Managing
Member to raise capital for a Prospero Spirit Fund. Initially, Mr. Bornstein is expected to be the sole person
providing services to the Prospero Spirit Funds. Accordingly, the resources available to the Prospero Spirit
Funds may be limited. If the Managing Member was to discontinue operations prematurely, the result could
be adverse to the Prospero Spirit Funds, which likely would be required to unwind, possibly in unfavorable
market conditions and before a Fund has had a reasonable opportunity to realize its investment objectives.
4. Investment Risks. All investments involve the risk of a loss of capital. An investment in the
Prospero Spirit Funds involves a high degree of risk, including the risk that the entire amount invested may
be lost. No guarantee or representation is made that a Prospero Spirit Fund’s investment program will be
successful, and investment results may vary substantially over time. No assurance can be given as to when
or whether adverse events might occur which could cause immediate and significant losses to a Fund.31
5. Lack of Experience by the Managing Member
. The Managing Member has no history of past
performance in managing investment vehicles like the Prospero Spirit Funds. The Principal, the manager
of the Managing Member, has no previous experience managing or operating a beverage alcohol investment
fund, but has significant previous experience in managing and operating hedge funds and private equity
funds. Because of this lack of experience with managing a beverage alcohol investment fund, the Principal
may be prone to errors or the implementation of the investment strategy may result in losses. Consequently,
the Prospero Spirit Funds’ operations, earnings, and ultimate financial success could be negatively impacted
due to the management's lack of experience in managing and operating a beverage alcohol investment fund.
6. Limited Members Do Not Participate in Management. Limited Members do not have the right to
participate in the management of any Prospero Spirit Fund or in the conduct of the business of the Funds.
Moreover, Limited Members have no right to influence the day-to-day management of the Prospero Spirit
Funds, whether by voting or otherwise. Furthermore, the Managing Member can only be removed as
manager of each Prospero Spirit Fund in very limited circumstances. Limited Members would therefore not
be able to remove the Managing Member from a respective Prospero Spirit Fund merely because they did
not agree, for example, with how the Managing Member was operating an Underlying Asset or Investment.
Accordingly, a prospective investor should not invest in the Prospero Spirit Funds unless it is willing to
entrust all aspects of the management of the Prospero Spirit Funds to the Managing Member and its
investments to the discretion of the Managing Member.
