Private company
S2G Investments, LLC
American company, incorporated in Delaware. Summary from the record
Last updated Oct 21, 2026.
Overview
- HeadquartersDE1
Corporate structure
S2G Investments, LLC is part of a group headed by S2g Management Holdings, LP. 5 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of S2G Investments, LLC
- Lukas Tyler Walton Owns 75% or more of Eat-lw, LLC, since 07/2013 (Form ADV)
- Aaron Carl Rudberg Owns control (general partner, trustee or manager) of S2g Management Holdings Gp, LLC, since 02/2024 (Form ADV)
- Sanjeev Nmn Krishnan Owns control (general partner, trustee or manager) of S2g Management Holdings Gp, LLC, since 02/2024 (Form ADV)
- Chuck Wilson Templeton Owns control (general partner, trustee or manager) of S2g Management Holdings Gp, LLC, since 02/2024 (Form ADV)
- Aaron C. Rudberg Declaration Owns 25% to 50% of S2g Management Holdings, since 02/2024 (Form ADV)
- The Chuck Templeton Living Owns 25% to 50% of S2g Management Holdings, since 02/2024 (Form ADV)
- Elizabeth Ann West Owns control (general partner, trustee or manager) of Sanjeev Krishnan And Elizabeth A. West Revocable Trust, since 02/2012 (Form ADV)
- Julie Liz Templeton Owns control (general partner, trustee or manager) of The Chuck Templeton Living Trust, since 08/2009 (Form ADV)
- S2g Management Holdings, LP
- S2G Investments, LLC DE
- Benson Hill, Inc. Stake · St. Louis, Missouri
- Faeth Therapeutics, Inc. Stake · Austin, Texas
- Once Upon a Farm, PBC Stake · Berkeley, California
- S2G Investments, LLC DE
Built from major holders from Schedules 13D and 13G; stakes of 5% or more it reported on Schedules 13D and 13G (3 companies); owners and owned firms from Form ADV, the registration investment advisers file with the SEC. Each entity in the chart links to its source.
Investment adviser
S2G Investments, LLC is registered with the SEC as an investment adviser. This is what it reports on Form ADV, the registration every adviser files and keeps current.
- Assets it manages$2.6B2 9 accounts, $2.5B with discretion
- Employees55 55 in investment advice or research
- ClientsPooled investment vehicles (other than investment companies and: 9 ($2.6B)
- How it is paidA percentage of assets under its management; Performance-based fees; Other: SEE SCHEDULE D - MISCELLANEOUS
- What it doesPortfolio management for pooled investment vehicles (other than investment companies); Other: PORTFOLIO COMPANY MANAGEMENT SERVICES
- Holds client assetsYes: cash and securities
- RegistrationSEC 801-130521, CRD 330022 IAPD record
Who owns it
Owners of 5% or more as the firm lists them (Schedule A), and the owners of those owners up the chain (Schedule B).
- S2G MANAGEMENT HOLDINGS, LPowns 75% or more, since 04/2024
- Sanjeev Nmn Krishnanowns general partner, trustee or manager of S2G MANAGEMENT HOLDINGS GP, LLC, since 02/2024
- Sanjeev Nmn Krishnanowns general partner, trustee or manager of SANJEEV KRISHNAN AND ELIZABETH A. WEST REVOCABLE TRUST, since 02/2012
- Aaron Carl Rudbergowns general partner, trustee or manager of AARON C. RUDBERG DECLARATION OF TRUST U/A DTD 12-22-2010, since 12/2010
- Aaron Carl Rudbergowns general partner, trustee or manager of S2G MANAGEMENT HOLDINGS GP, LLC, since 02/2024
- Chuck Wilson Templetonowns general partner, trustee or manager of S2G MANAGEMENT HOLDINGS GP, LLC, since 02/2024
- Julie Liz Templetonowns general partner, trustee or manager of THE CHUCK TEMPLETON LIVING TRUST, since 08/2009
- Elizabeth Ann Westowns general partner, trustee or manager of SANJEEV KRISHNAN AND ELIZABETH A. WEST REVOCABLE TRUST, since 02/2012
- Lukas Tyler Waltonowns 75% or more of EAT-LW, LLC, since 07/2013
- AARON C. RUDBERG DECLARATIONowns 25% to 50% of S2G MANAGEMENT HOLDINGS, since 02/2024
- THE CHUCK TEMPLETON LIVINGowns 25% to 50% of S2G MANAGEMENT HOLDINGS, since 02/2024
In its own words: the client brochure
Form ADV Part 2A, the plain-English document an adviser must give its clients, quoted as filed 3/31/2026.3 It covers the firm’s services, fees, investment strategies and their risks, and its conflicts of interest.
Item 4: Advisory business Services
Advisory Firm S2G Investments, LLC (together with its affiliated fund general partners (unless otherwise specified), “S2G” or the “Firm”), a Delaware limited liability company, is an investment advisory firm based in Chicago. S2G’s predecessor entity was founded in 2014 to invest in entrepreneurs who are committed to a more humane and healthy planet. S2G serves as the investment adviser for, and provide discretionary investment advisory services to, private funds (each a “Fund,” and together, the “Funds”) exempt from registration under the Investment Company Act of 1940 (the “Investment Company Act”). Each Fund is affiliated with a general partner (“General Partner”) with authority to make investment decisions on behalf of the Funds. The General Partners that are affiliated with S2G via a control relationship are deemed registered under the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Advisers Act”), pursuant to S2G’s registration in accordance with SEC guidance. The applicable General Partner retains investment discretion and limited partners in the Funds do not participate in the control or management of the Funds. While the General Partners maintain ultimate authority over the respective Funds, S2G has been designated the role of investment adviser. Advisory Business S2G provides investment advisory services as a private fund manager to its Funds. The Funds invest through privately negotiated transactions in operating companies, generally referred to as “portfolio companies”. Each portfolio company has its own independent management team responsible for managing its day-to-day operations, although (i) S2G personnel or representatives appointed by the Firm are expected to serve on the boards of, or otherwise act to influence control of the management of, such portfolio companies and will therefore have a significant impact on the long-term direction of the company, including the selection of management team members and (ii) in some cases, S2G will more directly influence the day-to-day management of a portfolio company by recruiting and installing certain individuals in various leadership roles, such as chief executive officer, chief operating officer, chief financial officer or in other roles. S2G’s investment advisory services to the Funds consist of identifying and evaluating investment opportunities, negotiating the terms of investments, managing and monitoring investments and achieving dispositions of such investments. Investments are made predominantly in nonpublic companies, although investments in public companies are permitted in certain instances. The Funds include certain legacy funds (the “Legacy Funds”) owned by the Anchor Investor (as defined below and further discussed in Item 8 and Item 10). S2G’s investment advice and authority for each Fund is tailored to the investment objectives of that Fund; S2G does not tailor its advisory services to the individual needs of limited partners in its Funds. The Fund investment objectives are described in and governed by, as applicable, the private placement
memorandum, limited partnership agreement, subscription agreements, investment management agreements, side letter agreements and other governing documents of the relevant Fund (collectively, “Governing Documents”), and limited partners’ determination of the suitability of an investment in a Fund should be based on, among other things, the Governing Documents. The Firm does not seek nor require limited partner approval regarding each investment decision. S2G is permitted, in its sole discretion, to provide or commit to provide co-investment opportunities to one or more limited partners in its Funds and/or other persons, and to allocate co-investment opportunities among potential co-investors, in each case on terms to be determined by S2G in its sole discretion. In exercising such discretion with respect to a particular investment, S2G will consider some or all of a wide range of factors, which may include those set forth in the Governing Documents. Fund limited partners generally cannot impose restrictions on investing in certain securities or types of securities, other than through side letter agreements. Limited partners in the Funds participate in the overall investment program for the applicable Fund and generally cannot be excused from a particular investment except in certain circumstances pursuant to the terms of the applicable Governing Documents. A significant portion of S2G’s team, including the Managing Partners, was previously employed by Builders Vision, LLC (together with its affiliates, “Builders Vision”), which is a family office that invests in a variety of asset classes, including those in which the Funds are expected to invest. A Builders Vision affiliate is the anchor investor (“Anchor Investor”) in the Funds and the sole investor in the Legacy Funds. While S2G operates independently from Builders Vision, the two firms expect to have a continuing relationship. Ownership Structure S2G is principally owned by S2G Management Holdings, LP, which is owned and controlled by Managing Partners Aaron Rudberg, Chuck Templeton and Sanjeev Krishnan. S2G has entered into an arrangement with the Anchor Investor in connection with the Anchor Investor’s investment in certain Funds, pursuant to which the Anchor Investor holds a minority economic interest in S2G. For more information about the conflicts of interest inherent in third-party ownership of the management company, see Item 8, Conflicts of Interest, and Item 10, Other Financial Industry Activities and Affiliations. Regulatory Assets Under Management As of December 31, 2025, S2G managed $2,584,521,019 of regulatory assets under management, of which $2,534,521,019 was managed on a discretionary basis and $50,000,000 was managed on a nondiscretionary basis.
Item 5: Fees and compensation Fees
S2G and its affiliated General Partners receive fees and compensation in exchange for advisory services provided to the Funds, including management fees, carried interest, additional compensation in connection with management services performed for the portfolio companies of the Funds and reimbursements from portfolio companies for certain expenses advanced on their behalf. Differences in fees and expenses exist from Fund to Fund, and certain Funds, including the Legacy Funds, do not charge certain fees, compensation or expenses that other Funds charge or charge them in different amounts. The following is a general description of fees, compensation and expenses of the Funds. Limited partners should refer to the Governing Documents of the applicable Fund for a complete understanding of how S2G is compensated for its advisory services; the information contained herein is a summary only and is qualified in its entirety by such documents. Management Fees In general, S2G charges each Fund a management fee (the “Management Fee”), generally based on a percentage of committed or invested capital, as further set forth in the Funds’ Governing Documents. The amount of Management Fees generally will not correspond with fluctuations in a Fund’s net asset value and will not be reduced in connection with any write downs, except in the case of investments that are completely written-off for U.S. federal income tax purposes. Except where the Governing Documents expressly provide to the contrary, Management Fees will generally not be reduced in the case of partial distributions or partial sales of investments. Management Fees generally are assessed quarterly in advance. All Management Fees are negotiated with limited partners during the fundraising period of the applicable Fund and will not be subject to negotiation thereafter. If the investment advisory agreement is terminated before the end of the applicable period, Management Fees will be charged on a pro rata basis through the date of termination, and any fees paid in advance but not earned will be refunded. Generally, a limited partner is responsible for paying the Management Fee from the date set forth in the Governing Documents, plus interest, as applicable, irrespective of the date on which the limited partner is admitted to the Fund. In addition, Management Fees are payable during term extensions unless otherwise agreed to with limited partners. The General Partners are permitted, in their sole discretion, to reduce or waive all or a portion of the Management Fee with respect to any limited partner, including “friends and family,” Operating Partners, Senior Advisors (as defined below) and other service providers including suppliers, vendors, consultants, lenders, law firms (including Fund or transaction counsel), transaction service providers and their respective affiliates, personnel and related investment vehicles (together, “Service Providers”). Management Fees can differ from one Fund to another as well as among limited partners in the same Fund. Such differences arise from the size of a limited partner’s commitment to a Fund, provisions of side letter agreements or other negotiated terms. Management Fees are generally waived for S2G employees investing in a Fund (either as direct investors or through a General Partner),
affiliates, and their respective families investing in a Fund (although in each case, these investors generally pay their pro rata share of certain Fund expenses). Subject to the terms of the relevant Governing Documents, Management Fees will generally be reduced by, as applicable: (i) the amount of fees paid by a Fund to entities or persons acting as a placement agent in connection with the offer and sale of interests in such Fund; (ii) costs incurred by S2G in connection with the organization of a Fund that exceed a limit as specified in such Fund’s Governing Documents; and (iii) certain supplemental fees and compensation with respect to portfolio companies, including closing fees, placement fees, commitment fees, breakup fees, litigation proceeds from transactions not consummated, monitoring fees, financial consulting fees, directors’ fees and other similar fees (whether in the form of cash, securities or otherwise), less unreimbursed costs and expenses in connection with generating such fees (collectively, “Transaction Fees”). A Fund’s Governing Documents generally provide that Transaction Fees received by S2G will be credited against Management Fees otherwise owed to S2G in a specified percentage. The remaining amount, to the extent any, of such Transaction Fees will be retained by S2G. To the extent that such an offset credit would reduce the Management Fee for the relevant period below zero, the credit will be carried forward for future application against payable Management Fees and if a credit remains upon liquidation, S2G is expected to retain the amount of such offset credit with respect to limited partners that have elected to waive such amount (e.g., where an adverse tax consequence potentially will result). The receipt of Transaction Fees is offset against the Management Fee paid by a Fund as described below and in each Fund’s Governing Documents, net of any expenses incurred in connection with any consummated or unconsummated transaction in connection with generating such fees. As a matter of practice, S2G is typically paid Transaction Fees from, on behalf of or with respect to coinvestors and other owners of an investment, as well as other fees relating to the structuring and administration of co-investment arrangements. The receipt of such fees will not reduce the Management Fee payable by any Fund(s) that have also invested in such investment, and, as a result, a Fund will, in most cases, only benefit with respect to the relevant allocable portion on a “fully diluted” basis of any such fee. “Fully diluted” basis calculations generally relate to a Fund’s ownership of a portfolio company’s common equity, including ownership that arises through the conversion or exercise of certain securities. Therefore, the value of certain Fund investments into a portfolio company, such as debt or certain debt-like investments (e.g., non-participating preferred equity), is not a factor when determining a Fund’s allocable portion of a fee on a “fully diluted” basis. As a result, a Fund will not benefit from (and S2G and its affiliates are expected to retain) the portion of any fee related to: (i) General Partner, affiliated partner or similar fee-free investor commitments; or (ii) coinvestors or potential co-investors (which could include co-investment vehicles managed by S2G, Operating Partners, Senior Advisors and other Service Providers, third parties, current or former portfolio company management or personnel, sellers or members of management that have rolled their interest or reinvested proceeds in the portfolio company and/or other owners); or (iii) the value of profits, participation or equity interests in or relating to the relevant portfolio company, including interests owned by current or former portfolio company management, which have the potential to be
significant. S2G’s ability to retain such amounts provides it with an incentive to increase the portion of each relevant investment held by such persons. The receipt of the following fees by any S2G person, a Senior Advisor (as defined below), an Operating Partner (as defined below) or other person or entity (whether directly or indirectly through persons affiliated with the partnership entities) from a portfolio company, prospective portfolio company or other person in any amount will not offset Management Fees (including any options, warrants or other rights to purchase investments in a portfolio company or any other non-cash consideration) when received (A) as reimbursement for expenses directly related to such portfolio company or prospective portfolio company, (B) as compensation for services provided by such person as an employee of, or in a similar capacity for, or by the Operating Partners or Senior Advisors to, such portfolio company or prospective portfolio company (or their respective subsidiaries), (C) as compensation received by such person directly or indirectly with respect to investments following the sale thereof by a Fund, or (D) any amounts described in the Governing Documents. A Fund’s LPAC (as defined below) may otherwise approve other amounts as not constituting “Transaction Fees,” including amounts paid to any S2G person or any other person for services provided by such person to any portfolio company or prospective portfolio company. Carried Interest Each flagship Fund’s General Partner is entitled to be allocated carried interest (“Carried Interest”) with respect to the Funds, which is generally equal to 20% of all realized profits net of all expenses in excess of an 8% compounded preferred return and catch-up provisions. Each Fund’s Carried Interest arrangement differs, including with respect to the Legacy Funds, and is further described in full detail in the relevant Fund’s Governing Documents and more briefly in Item 6, below. Fund Expenses Each Fund is governed by its own Governing Documents, which details a description of expenses for such Fund. While differences exist among Funds, the following is a description of expenses generally charged to each Fund. Each Fund shall pay all fees, costs, expenses, liabilities and obligations relating to a Fund’s and/or its subsidiaries’ and intermediate entities’ activities, business, portfolio companies or actual or potential investments, whether incurred prior to, or following a Fund’s initial closing date, including with respect to any entity formed to effect the acquisition and/or holding of a portfolio company (to the extent not borne or reimbursed by a portfolio company or potential portfolio company), including all fees, costs, expenses, liabilities and obligations (referred to collectively in this definition as “costs”) relating or attributable to:
activities with respect to the origination, identification and sourcing of investment opportunities for a Fund, including deal-sourcing software, attending and sponsoring industry conferences and events (including any applicable registration costs and exhibition, sponsorship or other
presentation costs), meeting with consultants, finders, broker-dealers, investment banks, industry executives, industry experts and other sources of investments and developing and maintaining an investment pipeline;
activities with respect to the pursuing, structuring, organizing, negotiating, consummating, financing, refinancing, diligencing, acquiring, bidding on, owning, managing, monitoring (including monitoring the financial condition and other relevant operating performance metrics of investments), operating, holding, hedging (including of any foreign exchange risk exposure), restructuring, recapitalizing, trading, taking public or private, selling, valuing, winding up, liquidating, dissolving or otherwise disposing of, as applicable, a Fund’s portfolio companies and its actual and potential investments (including follow-on investments) or seeking to do any of the foregoing (including any associated legal, financing, commitment, transaction or other costs payable to attorneys, accountants, tax professionals, investment bankers, lenders, expert networks, third-party diligence, software and service providers (including any subscriptions to any periodicals, databases and/or research services)), consultants (including health, safety, environmental, social and governance (“ESG”)) and similar professionals in connection therewith and any costs related to transactions that were offered to co-investors;
indebtedness of, or guarantees made by, a Fund, S2G, a General Partner or any affiliated partner on behalf of a Fund (including any credit facility, letter of credit or similar credit support or any indebtedness entered into pending participation by a co-investor in a portfolio company or prospective portfolio company), including the repayment of principal and interest with respect thereto, or evaluating, negotiating or conducting any other activities related to seeking to put in place or amend any such indebtedness or guarantee;
financing, commitment, origination and similar activities;
broker (including real estate broker), dealer, finder, underwriting (including both commissions and discounts), loan administration, private placement fees, bonuses, guaranteed minimums, sales commissions, investment banker, finder and similar services (including buy and sell side finders’ fees, as well as similar deal sourcing payments);
brokerage, sale, custodial, depository, local paying agent, trustee, record keeping, account, registered office (including any costs associated with a General Partner’s registered office), depositary (including costs related to appointments or changes of any depository appointed pursuant to the AIFMD), costs related to compliance with the CISA and FINSA (including appointments or changes of the Swiss representative and paying agent (pursuant to the CISA and FINSA)) and similar services, in each case excluding expenses associated with the initial engagement expenses of a depositary appointed pursuant to the AIFMD, or any Swiss representative, paying agent or ombudsman appointed pursuant to the CISA, the FINSA which fall within organizational expenses;
regulatory related fees or expenses associated with reporting, filings and other ongoing compliance requirements contemplated by the AIFMD, CISA and/or FINSA (excluding expenses associated with the initial registrations, filings and compliance contemplated by the AIFMD, CISA and/or FINSA which fall within organizational expenses), the SFDR and Taxonomy Regulation or any similar law, rule or regulation (including any implementing law, rule or regulation relating thereto but excluding any other registration or filing obligations not directly related to a Fund);
Item 8: Methods of analysis, investment strategies and risk of loss Investment strategies and risks
S2G’s strategy reflects a growing appetite for investment that combines financial returns with positive long-term social and environmental effects. S2G has identified tough tech sectors that it believes are ripe for change and is building a multi-stage portfolio of seed, venture, and growth stage investments and flexible solutions including debt and infrastructure capital. S2G believes that markets can and should benefit society and the environment, and the Firm expects to partner with trailblazing entrepreneurs who are building innovative market-based solutions to address some of our world’s greatest challenges across the food, agriculture, oceans, and clean energy markets. The following represent the tenants of the S2G investment philosophy: Systems Investing: We look beyond the investment opportunity in front of us to understand how it fits into the broader value chain. By focusing on the entire food, oceans, and energy supply chains, we are able to construct a portfolio that sees the bigger environmental and financial system impact and synergies. We believe this approach gives us an edge in the market and industry insights others may not see. Long Term Investments & Flexible Capital: This is a marathon, not a sprint. We aim to invest in highpotential companies at various stages of maturity—from seed to growth stage—and offer flexible solutions including debt and infrastructure capital. Through a set of flexible tools, we think creatively about how to be the best capital partner for our companies. Value-Added Partners: We don’t just write checks. We work to be a value-added partner to our portfolio companies. We strive to be entrepreneurial-focused and provide resources and relationships that help them push through challenges so their big ideas can go from seed to growth. The applicable Governing Documents of each Fund will set forth more detailed descriptions of each Fund’s investment strategies and methods of analysis. There can be no assurance that S2G will achieve the investment objectives of the Funds and a loss of investment is possible. Risks and Conflicts of Interest An investment in the Funds involves a high degree of risk, including the risk of a partial or total loss of capital, and limited partners must be prepared to bear capital losses which might result from investments. An investment in the Funds is speculative, illiquid and long-term in nature, and is suitable only for those limited partners who have the financial sophistication and expertise to evaluate the merits and risks of an investment in the Funds. Limited partners should also refer to a Fund’s Governing Documents for a description of the risk factors and conflicts of interest specific to their Fund. Different or new risks and conflicts of interest not addressed below will likely arise in the future
and, therefore, the following list is not intended to be exhaustive. Risks and potential conflicts of interest include, but are not limited to, the following: Concentration of Investments. The Funds will participate in a limited number of investments and may seek to make several investments in one industry or one industry segment and/or within a short period of time. As a result, a Fund’s investment portfolio could become highly concentrated, and the performance of a few holdings or of a particular industry can substantially affect its aggregate return. If a Fund makes a co-investment with regards to any portfolio company, a limited partner participating outside the Fund in such co-investment may have increased exposure to such single portfolio company, potentially multiplying such limited partner’s losses. Furthermore, to the extent that the capital commitments raised are less than the targeted amount or a Fund requires an extended period of time to raise such capital commitments, such Fund may not be able to implement its investment strategy or achieve its investment objectives in the intended manner or on the intended timeline. Such Fund will likely invest in fewer portfolio companies and/or decline certain investment opportunities if there is insufficient capital available, and thus be less diversified. Additionally, a Fund's organizational expenses could be higher if its fundraising period continues for an extended period, and to the extent that capital raised is less than the target amount, each limited partner will bear a comparatively higher portion of expenses. In circumstances where the Firm intends to refinance all or a portion of the capital invested in a transaction, there will be a risk that such refinancing may not be completed, which could lead to increased risk as a result of a Fund having an unintended long-term investment as to a portion of the amount invested and/or reduced diversification. Lack of Sufficient Investment Opportunities. The success of the Funds and their ability to generate an acceptable rate of return will depend, in part, on their ability to identify and acquire the securities of attractive portfolio companies on favorable terms. The business of identifying, structuring and completing private investment transactions is highly competitive and involves a high degree of uncertainty. The Funds will encounter competition from other entities having similar investment objectives. Potential competitors include other investment partnerships and corporations, sovereign wealth funds, strategic industry acquirers and other financial investors, including hedge funds, special purpose acquisition companies (SPACs) and other private funds, investing directly or through affiliates. Over the past several years, an ever-increasing number of investment funds have been or are being formed, and many fund sponsors have increased the size of successor funds as compared to their corresponding prior funds. Other investment funds with similar investment objectives to the Funds likely will be formed in the future by other unrelated parties. Some of these competitors may have more relevant experience, greater financial resources, a greater willingness to take on risk, and/or more personnel than S2G, the Funds and their respective affiliates. In a highly competitive environment, valuations of potential target companies may rise to historically high levels as measured by multiples of revenue. S2G expects that competition for appropriate investment opportunities could increase, which could increase the likelihood that the Funds will participate in auctions for investments, the outcome of which cannot be guaranteed, thus reducing
the number of investment opportunities available to the Funds and/or adversely affecting the terms upon which portfolio investments can be made. In addition, it is possible that a Fund will never be fully invested if enough sufficiently attractive investments are not identified and consummated. Regardless of the extent to which the commitments of the limited partners are invested (or drawn down to be invested), the limited partners will be required to bear Management Fees with respect to the Fund during the investment period based on the entire amount of the limited partners’ commitments as well as other amounts as set forth in the Governing Documents. Growth Equity Transactions. The Funds’ strategy includes targeting growth-equity investments. While growth-equity investments offer the opportunity for significant capital gains, such investments may involve a higher degree of business and financial risk that can result in substantial or total loss. Growth-equity portfolio companies can operate at a loss or with substantial variations in operating results from period to period, and many will need substantial additional capital to support additional research and development activities or expansion, to achieve or maintain a competitive position, and/or to expand or develop management resources. Growth-equity portfolio companies can face intense competition, including from companies with greater financial resources, better brand recognition, more extensive development, marketing and service capabilities and a larger number of qualified managerial and technical personnel. Control Investments. The Funds, either alone or together with other investors, such as institutions, other pooled investment vehicles and management, expect to hold controlling and/or majority interests in certain portfolio companies in which they invest. The exercise of such control by the Funds has the potential to result in additional risks of liability for violations of governmental regulations (including securities laws), failure to supervise management or other types of liability in which the general limited liability characteristic of business ownership may be ignored. Even if no control is exercised, due to the Funds’ equity ownership, representation on the board of directors, and/or contractual rights, the Funds may often be thought to control, participate in the management of or influence the conduct of such portfolio companies. This could expose the assets of the Funds to claims by such portfolio company, its employees, its other security holders, its creditors, its customers or governmental agencies. If these liabilities were to arise, the Funds might suffer significant and material losses. Even when a Fund prevails in any such claims for liability, it may incur significant costs of defending against those claims. Depending upon the amount of equity owned by a Fund, any relevant contractual arrangements between a portfolio company and the Fund, and other relevant factual circumstances, such majority position could result in an extension of the ninety-day bankruptcy preference period to one year or longer with respect to payments made to the Fund. If one Fund co-invests with another Fund, a limited partner invested in such other Fund would have exposure to a single portfolio company through more than one Fund, potentially multiplying such limited partner’s losses. Lower Middle-Market and Middle-Market Companies. The Funds’ investment strategy includes investments in lower middle-market and middle-market companies. While investments in lower middle-market
and middle-market companies can present opportunities for growth and/or operational improvement, such investments can also entail larger risks than are customarily associated with investments in large companies. Small- and medium-sized companies may have more limited product lines, markets and financial resources, and may be dependent on a smaller management group. As a result, such companies may be more vulnerable to general economic trends and to specific changes in markets, technology and commodity volatility. In addition, future growth may be dependent on additional financing, which may not be available on acceptable terms when required. Further, there is ordinarily a more limited marketplace for the sale of interests in smaller, private companies, which may make realizations of gains more difficult, by requiring sales to other private investors. In addition, the relative illiquidity of private investments generally, and the somewhat greater illiquidity of private investments in small and medium-sized companies, could make it difficult for the Funds to react quickly to negative economic or geopolitical developments. Non-Controlling Investments. The Funds are expected to hold meaningful minority stakes in privately held companies and in some cases may have limited minority protection rights. In addition, during the process of exiting investments, a Fund at times may hold minority equity stakes of any size such as might occur if portfolio companies are taken public. As is the case with minority holdings in general, such minority stakes that a Fund may hold will have neither the control characteristics of majority stakes nor the valuation premiums accorded majority or controlling stakes. Where a Fund holds a minority stake, it may be more difficult for the Fund to liquidate its interests than it would be had the Fund owned a controlling interest in such company. Even if a Fund has contractual rights to seek liquidity of the Fund’s minority interests in such companies, it may be very difficult to sell such interests or seek a sale of such company upon terms acceptable to the Fund, especially in cases where the interests of the other investors in such company have different business and investment objectives and goals. Impact of Government Regulation, Reimbursement and Reform. Certain industry segments in which the Funds intend to invest, including various segments of the food, agriculture, and energy industries are (or may become) (i) highly regulated at both the federal and state levels in the United States and internationally and (ii) subject to frequent regulatory change. Certain segments, such as “clean energy”, may be highly dependent upon various government (or private) reimbursement programs. While the Funds intend to invest in companies that seek to comply with applicable laws and regulations, the laws and regulations relating to certain industries, including in particular the food, agriculture, and energy industries, are complex, may be ambiguous or may lack clear judicial or regulatory interpretive guidance. An adverse review or determination by any applicable judicial or regulatory authority of any such law or regulation, or an adverse change in applicable regulatory requirements or reimbursement programs, could have a material adverse effect on the operations and/or financial performance of the companies in which the Funds invest. There is growing regulatory interest, particularly in the U.S., the United Kingdom (“UK”), and the European Union (“EU”), in improving transparency around how asset managers and companies define and measure sustainability and impact performance, in order to allow investors to validate and
Item 7: Types of clients
S2G provides investment advice to its Funds, which are exempt from registration under the Investment Company Act. The Funds limit their respective limited partners to: (i) “accredited investors” as defined in the Securities Act of 1933, and (ii) “qualified purchasers” or “knowledgeable employees,” each as defined in the Investment Company Act, or (iii) if applicable, “qualified clients,” as defined in the Advisers Act. Limited partners in the Funds must also meet certain other suitability qualifications prior to making an investment in a Fund. The Funds have a specified minimum investment set forth in the Governing Documents. Such a minimum is subject to the discretion, on the part of S2G, to permit investment of a smaller amount generally or with respect to any limited partner.
Item 6: Performance-based fees and side-by-side management Conflicts of interest
Each General Partner is entitled to receive a Carried Interest allocation on certain realized profits in the Funds subject to a preferred return (or hurdle) and subject to reimbursement of all relevant Fund expenses, including Management Fees. Each Fund’s Carried Interest calculation, as well as any clawback provisions of each Fund, is further described in the relevant Fund’s Governing Documents received by each limited partner prior to investment in such Fund. The existence of performance-based compensation has the potential to create an incentive for a General Partner to make more speculative investments on behalf of a Fund than it would otherwise make in the absence of such arrangement, although S2G generally considers performance-based compensation to better align its interests with those of its limited partners, particularly in instances where the Governing Documents include terms requiring clawback or giveback of performance-based compensation amounts at the end of the relevant Fund’s life or at certain interim intervals. Additionally, to the extent S2G manages multiple Funds on a side-by-side basis with differing Carried Interest terms, S2G is subject to conflicts of interest including with respect to allocation of investment opportunities, expenses, time and attention. S2G seeks to address the potential for conflicts of interest in these matters with allocation policies and procedures that are designed to ensure that all Funds are treated in a fair and equitable manner, in accordance with each Fund’s investment guidelines and Governing Documents. S2G will not allocate investment opportunities based in whole or in part on the relative fee structure or amount of fees paid by any Fund or the profitability of any Fund. Investment allocation decisions are determined by the investment committee.
Item 10: Other financial industry activities and affiliations Conflicts of interest
As described above in Item 4, S2G is affiliated with the Funds’ General Partners which are deemed registered with the SEC under the Advisers Act pursuant to S2G’s registration. These General Partners together with S2G operate as a single advisory business and serve as the General Partner, affiliate or managing members of private investment funds and other pooled vehicles and share common owners, officers, partners, employees, consultants, Operating Partners, Senior Advisors or persons occupying similar positions. The General Partners do not have employees of their own. S2G has entered into an arrangement with the Anchor Investor, who is affiliated with Builders Vision, in connection with the Anchor Investor’s investment in certain Funds, pursuant to which the Anchor Investor holds a minority economic interest in S2G, and has certain rights related to co-investment opportunities, information and side letter terms. The Anchor Investor does not have authority over the day-to-day operations or investment decisions of S2G as they relate to the Funds, although it has negotiated certain consultation rights and minority protection and approval rights in connection with its interest in S2G. Although S2G intends to make investment decisions separate from the Anchor Investor, S2G generally will have incentives to conduct operations in a manner that benefits the Anchor Investor. S2G also provides certain non-investment advisory consulting services with respect to certain legacy investments of the Anchor Investor.
Item 11: Code of ethics, participation or interest in client transactions and personal trading Conflicts of interest
Trading Code of Ethics and Personal Trading
Pursuant to Rule 204A-1 of the Advisers Act, S2G has adopted a written code of ethics (“Code of Ethics”) that sets forth standards of conduct expected of supervised persons and addresses personal trading and reporting of personal securities transactions, gifts and entertainment and outside business activities, among other topics. The Code of Ethics requires all supervised persons to place Fund interests ahead of the Firm’s interests and to maintain full compliance with the federal securities laws. With respect to third parties that are not subject to the trading restrictions under S2G’s Code of Ethics and that may otherwise obtain sensitive and nonpublic information relating to a Fund deal (e.g., coinvestors, legal, financial, diligence, public relations and other similar Service Providers), such persons typically are subject to contractual provisions in confidentiality agreements or professional obligations that prohibit the misuse of any such information. Notwithstanding the foregoing, or the provision of any Fund’s Governing Documents, S2G will not as a matter of policy interpret any Fund’s confidentiality or information rights provisions to: (i) prohibit any limited partner from reporting possible violations of applicable law or regulation to any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation; or (ii) require any limited partner to provide notification that it has made such reports or disclosures. Supervised persons are required to certify their compliance with the Code of Ethics upon hire and on an annual basis. Supervised persons who violate the Code of Ethics will be subject to remedial actions, including, but not limited to, censure, fines, suspension or dismissal. Supervised persons are also required to promptly report any violations of the Code of Ethics of which they become aware. The personal trading policy for S2G supervised persons is set forth in S2G’s Code of Ethics and is acknowledged as received and understood by each supervised person. S2G’s personal trading policies are designed to ensure that no Fund is disadvantaged by the transactions executed by a supervised person and that supervised persons do not misappropriate any benefit properly belonging to a Fund. Supervised persons are permitted to make securities transactions in their personal accounts, subject to certain limitations. S2G’s supervised persons and their covered family members are prohibited from trading, either personally or on behalf of others, in securities while in possession of material nonpublic information regarding publicly traded securities or communicating material nonpublic information about such securities to others. S2G maintains a restricted list of issuers about which it has or may have material nonpublic information. Pre-clearance is required by supervised persons and their covered family members for certain personal securities transactions, including trading in restricted list securities, initial public offerings and limited offerings. In addition, supervised persons are required to file certain reports and link certain brokerage accounts to S2G’s compliance software to enable monitoring of personal trading by the Chief Compliance Officer or her designee. Because S2G’s business focuses primarily on private market investments, S2G expects that instances of supervised persons having access to material nonpublic information regarding publicly traded securities will be relatively infrequent. The principals and employees of S2G will occasionally carry on investment activities for their own account and for family members, and in connection therewith, can potentially give advice and
recommend securities which differs from advice given to, or securities recommended or bought for, the Funds, even if their investment objectives are the same or similar. In addition, principals and employees are permitted to buy securities in transactions offered to, but rejected by, the Funds or that are outside the investment mandate of the Funds. All such employee private investments are subject to pre-approval and/or review by the Chief Compliance Officer. S2G will provide a copy of its Code of Ethics to any existing or prospective limited partner upon request to Chief Compliance Officer, at 312-438-7584 or info@s2ginvestments.com. However, S2G reserves the right to refine and modify the Code of Ethics and its other policies and procedures over time. No investor or prospective investor should invest with S2G on the basis of, or otherwise rely on, the provisions thereof, and any such refinements or modifications have the potential materially to affect the investments available to the Funds or the expenses borne thereby. Participation or Interest in Client Transactions Certain S2G employees and their family members invest in the Funds either through the General Partner and/or as Fund limited partners. S2G does not believe this arrangement presents any material conflict of interest since the General Partners’ interests are aligned with the interests of limited partners in such Funds. S2G will only enter into a principal, cross or agency cross transaction with the appropriate disclosure and/or consent (including, but not limited to, any authorizing provisions in the relevant Governing Documents). In the context of S2G’s business, a principal transaction would most likely refer to the practice of warehousing an investment for the formation of a future fund or S2G or a Fund General Partner purchasing the interest of an existing limited partner and a cross transaction would occur when selling a portfolio company, investment or other asset from one Fund to another. In the event S2G were to recommend a principal transaction or cross transaction, it would generally be after: (i) the Firm has determined the transaction to be in the best interest of participating clients and consistent with the Firm’s goal to obtain best execution for its clients; (ii) the transaction is permitted by the relevant Governing Documents; (iii) proper disclosure is given to the relevant General Partner, LPAC or limited partners, as appropriate; and (iv) consent is obtained from the appropriate parties (including, but not limited to, any authorizing provisions in the relevant Governing Documents). Conflicts of Interest If any matter arises that S2G determines in its good faith constitutes an actual conflict of interest, S2G will take such actions as are necessary or appropriate, and as permitted by any applicable Fund’s Governing Documents, to address the conflict. The Governing Documents of each Fund include a description of what S2G believes to be the most significant conflicts of interest associated with an investment in that Fund. Some of these conflicts are summarized in Item 8 above.
Item 12: Brokerage practices Conflicts of interest
Typically, the Funds’ investments in portfolio companies are private transactions directly negotiated between prospective portfolio companies (or their representative) and S2G and are not facilitated by broker-dealers engaged by S2G or the Funds. However, portfolio companies are permitted to periodically engage broker-dealers or investment bankers to perform various services, such as assisting in capital raising, merger and acquisition activity or the sale of the portfolio company. S2G has sole discretion over the purchase and sale of investments (including the size of such transactions) and the broker-dealer or investment banker, if any, to be used to effect transactions for the Funds. In executing transactions, S2G will seek best execution of the transaction. Best execution is a qualitative assessment that takes into account the full range and quality of a broker-dealer or investment banker’s services and is satisfied by obtaining the most advantageous overall terms for the Fund(s) when weighing all factors relevant to the transaction. Best execution is therefore not necessarily determined by lowest possible commission rates. Whether for private or public securities transactions, S2G selects a broker-dealer or investment banker based on S2G’s judgment regarding a variety of factors, including but not limited to: S2G’s prior experience in working with the broker-dealer or investment banker; the broker-dealer or investment banker’s execution capability, financial responsibility, reputation and expertise within the industry; the broker-dealer or investment banker’s responsiveness to the Firm; the broker-dealer or investment banker’s expertise in dealing with investments that are restrictive or illiquid in nature; the type and size of the transaction involved; the value of any research services providers; and the commission rates, among other factors. Although S2G generally seeks competitive commission rates, it will not necessarily pay the lowest commission or commission equivalent, especially in private securities transactions that rely heavily on the specialty services or experience of a broker-dealer or investment banker that operate outside of a competitive bidding environment. Transactions that involve such specialized services on the part of the broker-dealer or investment banker can thereby entail higher commissions, or their equivalents, than would be the case with other transactions requiring more routine services. S2G does not expect to receive research or other soft dollar benefits in connection with securities transactions for the Funds, does not receive limited partner referrals in connection with selecting or recommending broker-dealers for the Funds and does not engage in directed brokerage. In the event S2G were to aggregate the purchase or sale of securities for client accounts, it would do so on a pro rata basis.
Item 14: Client referrals and other compensation Conflicts of interest
S2G does not receive any monetary compensation or any other economic benefit from a non-client for S2G’s provision of investment advisory services to a client. To date, S2G has not engaged a placement agent for investor referrals.
Item 9: Disciplinary information
The Firm does not have any legal or other disciplinary events to report that are material to a current or prospective limited partner’s evaluation of the Firm’s advisory business or the integrity of its management.
Item 13: Review of accounts
Review of Accounts The investment portfolios of the Funds are generally private, illiquid and long-term in nature and accordingly S2G’s review of them is not directed toward a short-term decision to dispose of securities.
S2G investment professionals closely monitor the portfolio companies of the Funds. Decisions as to when to purchase or sell a portfolio company are made by the investment committee. S2G expects to hold board seats for most of the investments it makes or otherwise act to influence control of the management of the investments. Moreover, a team of S2G investment professionals monitor portfolio company performance through regular management meetings, as well as detailed reviews of specific portfolio companies that occur as needed. The team includes principals and other investment professionals of S2G at differing levels of seniority. Limited Partner Reporting S2G will provide to limited partners on behalf of its Funds the following written reports: (i) annual audited financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”) as promulgated by the Financial Accounting Standards Board (“FASB”); (ii) unaudited quarterly financial statements for the first three quarters of each fiscal year; and (iii) annual tax information necessary for the completion of tax returns (K-1). In addition to the general Fund reporting, S2G expects to provide certain investors with additional or more frequent information that other investors will not receive (e.g., under a side letter or in response to diligence or other requests). The Firm has contact with limited partners (e.g., personal visits, video conference, telephone and email) throughout the year as requested and/or as conditions warrant.
Item 15: Custody
S2G is deemed to have custody of the Funds’ assets within the meaning of Rule 206(4)-2 (the “Custody Rule”), subject to certain exemptions set forth in the Custody Rule and related guidance. The Funds will undergo an annual GAAP financial statement audit by an independent public accountant registered with and subject to examination by the Public Company Accounting Oversight Board, copies of which are (or will be, for newly closed Funds) delivered to the Funds and their respective limited partners within 120 days of fiscal year end (or earlier as agreed to in the relevant Governing Documents). Limited partners are encouraged to carefully review such financial statements.
Item 16: Investment discretion
S2G receives and exercises complete discretionary authority to manage investments on behalf of the Funds as per the Governing Documents of each Fund. Investment advice is provided directly to the Funds, subject to the discretion and control of the relevant General Partner, and not to limited partners in the Funds individually.
Generally, S2G’s restrictions with respect to managing a Fund, such as, but not limited to, the type of securities in which a Fund invests, is contained in the relevant Fund’s Governing Documents. However, a limited partner can seek to impose limitations on S2G’s authority through a side letter agreement, and the Firm and/or the relevant General Partner can choose to accept reasonable limitations or restrictions at its discretion. All limitations and restrictions placed upon S2G’s investment authority with respect to a limited partner’s investment must be presented to S2G and the relevant Fund’s General Partner in writing and agreed to by all applicable parties.
Item 17: Voting client securities
By virtue of the applicable Governing Documents, S2G has the authority to vote proxy statements on behalf of the Funds. S2G has adopted proxy voting policies and procedures pursuant to Advisers Act Rule 206(4)-6. S2G’s proxy voting policy seeks to ensure that it votes proxies in the best interest of the Funds with a goal towards maximizing overall value. Pursuant to its policy, S2G will generally vote in accordance with management’s recommendations unless S2G determines that voting in such a manner is in conflict with the best interests of the Fund’s limited partners. In the event that there is a conflict of interest in voting proxies, S2G’s proxy voting policy provides that the Firm can address the conflict using several alternatives, including by seeking the approval or concurrence of the relevant Fund’s LPAC on the proposed proxy vote, or through other alternatives as set forth in S2G’s proxy voting policy. Limited partners in the Funds cannot direct how S2G votes proxies or shareholder consents, nor is S2G required to seek limited partner approval or direction when voting proxies or when giving consent on any matter requiring the consent of shareholders. Firm principals and affiliated or unaffiliated third parties appointed by S2G sit on the boards of portfolio companies to which S2G provides operational, management and consulting services and, as such, exercise authority with respect to various issues faced by the portfolio companies. S2G does not consider service on portfolio company boards by the aforementioned persons or their receipt of nominal board fees, if any, to create a material conflict of interest in voting proxies with respect to such companies. S2G will provide a copy of its proxy voting policy to limited partners upon request to Chief Compliance Officer, at 312-438-7584 or info@s2ginvestments.com. Limited partners can also obtain information from the Firm, free of charge, about how S2G voted any previous proxies, if any.
Item 18: Financial information
S2G does not require or solicit prepayment six months or more in advance of more than $1,200 in fees per Fund; has no financial condition reasonably likely to impair its ability to meet contractual commitments to Funds or limited partners; and has not been the subject of a bankruptcy proceeding.
Stakes it holds
S2G Investments, LLC has told the SEC it owns more than 5% of 3 companies, latest first (Schedules 13D and 13G).
- Faeth Therapeutics, Inc.SCHEDULE 13G Jun 23, 20264
- Once Upon a Farm, PBCSCHEDULE 13G Feb 11, 20265
- Benson Hill, Inc.SCHEDULE 13D/A Mar 21, 2025 to May 23, 20256
Sources
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