Private company
Situational Awareness LP
Limited partnership registered in the United States, active since 2024. Summary from the record
Last updated Oct 21, 2026.
Overview
- HeadquartersDover, United States2
- Legal formLimited Partnership2
- Kind of organizationLimited partnership2
- LEI254900Q1483NSNRJ0W042
- StatusActive2
- LEI statusIssued and current2
- Registered address9 EAST LOOCKERMAN STREET SUITE 311, 19901 Dover, United States2
- Registered withDivision of Corporations, Department of State, 36041682
Corporate structure
Situational Awareness LP sits at the top of its group. 5 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Situational Awareness LP
- Nicholas Gross-whitaker Owns 5% to 10% of Situational Awareness LP, since 08/2024 (Form ADV)
- Carl Matthew Shulman Owns 25% to 50% of Situational Awareness LP, since 10/2024 (Form ADV)
- Leopold Nmn Aschenbrenner Owns 50% to 75% of Situational Awareness LP, since 05/2024 (Form ADV)
- Situational Awareness LP Dover, Delaware, United States
- Core Scientific Stake · Miami, Florida, United States
- Nebius Group Stake · Amsterdam, Netherlands
- SharonAI Holdings Inc. Stake · Wilmington, Delaware, United States
- SITUATIONAL AWARENESS PARTNERS LP Fund · Dover, Delaware, United States
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); 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
Situational Awareness LP 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$9.3B3 2 accounts, all with discretion
- Employees8 4 in investment advice or research
- ClientsPooled investment vehicles (other than investment companies and: 2 ($9.3B)
- How it is paidA percentage of assets under its management; Performance-based fees
- What it doesPortfolio management for pooled investment vehicles (other than investment companies)
- Holds client assetsYes: cash and securities
- RegistrationSEC 801-132039, CRD 333011 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).
- Leopold Nmn Aschenbrennerowns 50% to 75%, since 05/2024
- Carl Matthew Shulmanowns 25% to 50%, since 10/2024
- Nicholas Gross-Whitakerowns 5% to 10%, since 08/2024
- Leopold Nmn Aschenbrennerowns 75% or more of SITUATIONAL AWARENESS LLC, since 05/2024
In its own words: the client brochure
Form ADV Part 2A, the plain-English document an adviser must give its clients, quoted as filed 6/11/2026.4 It covers the firm’s services, fees, investment strategies and their risks, and its conflicts of interest.
Item 4: Advisory business Services
Situational Awareness LP (“SALP”) is a Delaware limited partnership that was formed in 2024. SALP’s principal owners are Leopold Aschenbrenner (SALP’s Managing Partner, Chief Investment Officer, controlling owner and portfolio manager) and Carl M. Shulman (SALP’s Director of Research and coportfolio manager). As of December 31, 2025, SALP had total discretionary regulatory assets under management of approximately $9.3 billion. SALP currently only manages assets on a discretionary basis. SALP serves as the investment adviser to Situational Awareness Partners LP, a Delaware limited partnership (the “Master Fund”) and its “feeder fund,” Situational Awareness Offshore LP, a Cayman Islands exempted limited partnership (the “Offshore Feeder”). SAF AI GP LP, a Delaware limited partnership (the “General Partner”) that is under common control with SALP, is the general partner of the Master Fund and the Offshore Feeder. All trading and investing activities occur in the Master Fund. The Master Fund, the Offshore Feeder and any other private investment fund that SALP may form and manage in the future are referred to collectively as the “Funds”. References herein to a “client” mean, as applicable based on the context, the Funds and any client to which SALP provides non-advisory consulting services. SALP invests principally, but not solely, in equity and equity-related securities that are traded publicly in U.S. and non-U.S. markets on behalf of the Funds, but is authorized to enter into any type of investment transaction that it deems appropriate under the terms of the Fund’s governing documents or other investment management agreement. SALP does not tailor its services to the individual needs of individual investors. SALP manages the Funds according to the investment and trading objectives as described in their respective offering materials and governing documents. Investors have no opportunity to select a Fund’s strategy or investments. SALP does not participate in wrap fee programs.
Item 5: Fees and compensation Fees
Fee Schedule SALP delivers this brochure to prospective investors that are qualified purchasers as defined in section 2(a)(51)(A) of the Investment Company Act of 1940, as amended. Therefore, information on how SALP is compensated for its advisory services and its fee schedule with respect to the Funds are not included here. Payment of Fees SALP deducts management fees directly from the applicable Funds and receives performance-based allocations and distributions from the Funds. Management fees typically are deducted from the Funds quarterly in advance. Investors who withdraw from a Fund on a date other than the last day of a quarter do not receive a refund of the management fee previously paid from the Fund with respect to their investment. For a complete description of specific compensation arrangements and timing of calculations and payments, Fund investors should carefully review the Fund’s offering materials and governing documents. Third-Party Expenses Each Fund is responsible for its own organizational and operational costs and expenses, including trading costs and expenses (such as brokerage commissions, expenses related to short sales, and clearing and settlement charges), ongoing legal, accounting and bookkeeping fees and expenses, and the fees and expenses charged by any Fund administrator for its accounting, bookkeeping and other services. SALP will
allocate shared expenses among the Funds in a manner that is based on actual use, a pro rata allocation or another method that SALP determines is fair and equitable to all Funds. For a complete description of expenses that a Fund will bear, please see the relevant governing documents. Funds that invest in mutual funds or exchange-traded funds also pay, indirectly, investment advisory fees to the managers of those funds.
Item 8: Methods of analysis, investment strategies and risk of loss Investment strategies and risks
Investment Strategy SALP’s investment objective with respect to the Master Fund is to provide investors with exposure to the development of artificial intelligence (“AI”) technology and the impact such development may have broadly, and expects to devote a significant focus to the impact of the development of artificial general intelligence (“AGI”). To achieve its objective, SALP invests in and trades securities consisting principally, but not solely, of equity and equity-related securities that are traded publicly in U.S. and non-U.S. markets as well as options, futures, swaps and other derivatives. SALP also invests to a significant extent in private securities (including but not limited to investments in privately held companies) and also may invest in preferred stocks, convertible securities, warrants, rights, bonds and other fixed-income securities, non-U.S. currencies, options on futures, other commodity interests and money market instruments. SALP also engages in hedging (through short sales and otherwise) and uses leverage through borrowing on margin and investing in swaps, options, futures and other derivatives. The investment strategies summarized above represent SALP’s current intentions, are general in nature and are not exhaustive. Except as specifically provided in the offering materials or governing documents of a Fund, there are no limits on the types of securities in which SALP may take positions on behalf of a Fund, the types of positions that it may take, the concentration of its investments or the amount of leverage that it may use. SALP may use any trading or investment techniques, whether or not contemplated by the expected investment strategies described above. In addition, there are limitations in describing any investment
strategy due to its complexity, confidentiality and indefinite nature. Depending on conditions and trends in securities markets and the economy generally, SALP may pursue any objectives or use any techniques that it considers appropriate and in each Fund’s interest. Risk Factors Investing in securities involves risk of loss that investors should be prepared to bear. Below are some of the risks that investors should consider before investing in any Fund that SALP manages. Any or all of such risks could materially and adversely affect investment performance, the value of any investment or any security held in a Fund, and could cause investors to lose substantial amounts of money. Below is only a brief summary of some of the risks that an investor may encounter. Potential investors in a Fund should review such Fund’s offering documents carefully and in its entirety, and consult with their professional advisers before deciding whether to invest.
A Fund may not achieve its investment objectives. SALP’s investment strategy may not be successful and investors may lose some or all of their investment.
The Funds are expected to be concentrated in a relatively small number of investments, and in companies, industries, commodities and other instruments that are affected by artificial intelligence-related technological innovation. Losses in one or more large positions, or a downturn in one or more industry or market sectors in which a Fund is concentrated, could materially adversely affect the Fund.
The Funds are expected to be concentrated in companies, industries, commodities and other instruments that are affected by artificial intelligence-related technological innovation, both positively and negatively. Companies and industries with a focus on technology and technological changes, including artificial intelligence, face special risks. Technology is characterized by short product cycles, declining prices and products, significant competition from new companies, patent infringement and other intellectual property violations, energy requirements and product and technology failures and obsolescence.
The technology industry, and especially the artificial intelligence industry, is subject to significant governmental regulation and scrutiny due to concerns over national security, cybersecurity, balance of trade, antitrust, privacy and energy, land and other resource usage. Changes in governmental policies, government regulatory actions and the need for regulatory approvals may have a material adverse effect on companies in those industries.
Certain companies that are important to artificial intelligence-related technological innovation are located in Taiwan. Therefore, there is a risk that military conflict with China, cyberattacks or other attacks on Taiwan’s infrastructure, in addition to disruptions from natural disasters or other unforeseen events, could adversely affect the Funds.
Many technology-focused companies rely heavily on future growth to support current valuations. As a result, these valuations may be more volatile in response to changing interest rates, tariff rates, U.S. treasury yields and other economic factors. For these and other reasons specific to particular industry segments and companies, the securities of companies in the technology industry tend to be substantially more volatile than the rest of the market.
Other industries are being rapidly changed by new technologies and technological adoption. SALP attempts to identify these trends early and invest long in companies that benefit from such changes and sell short incumbent companies that it believes are not appropriately adapting. Such trends are complex and subject to many factors. SALP may misidentify trends or identify the correct trends but invest at the wrong times, which could have an adverse effect on the Funds.
A Fund may hold stocks that disappoint earnings expectations and decline, and may short stocks that beat earnings expectations and rise.
SALP may not be able to obtain complete or accurate information about an investment and may misinterpret the information that it receives. SALP also may receive material, non-public information about an issuer that prevents it from trading securities of that issuer for a Fund when the Fund could make a profit or avoid losses.
SALP may take positions in securities of small market capitalizations that are less actively traded and more volatile than those of larger companies, although SALP also may invest all or a portion of the Funds’ portfolios in companies with market capitalizations above that size.
SALP invests in securities of private companies and other restricted securities that are subject to long holding periods or that are not traded in public markets. There is no assurance that a private company will complete a public offering or be sold, and SALP may not be able to realize value on such positions for several years after the date of the initial investment, if at all. In addition, a Fund may be subject to, or may agree to become subject to, lock-up periods subsequent to an initial public offering or other liquidity event that may restrict the Fund’s ability to sell a position and distribute realized gains. In any case, the Funds may continue to hold positions after they become liquid.
In addition to being illiquid, private companies are subject to a number of other risks, including, but not limited to: (i) extraordinarily high degree of business and financial risk and potential need for additional capital; (ii) substantial variation in operating results from period to period; (iii) additional funding requirements (which may not be available) and potential dilution; and (iv) significant time required for investments to mature and profits (if any) to be realized.
SALP has the ability to place certain designated investments in accounts (via side pockets) that may not be withdrawn or redeemed from the Funds. As a result, the investors will have more limited liquidity with respect to their investments in such side pockets of the Funds.
The Funds may be exposed to a variety of litigation risks, due to, for example, actions that SALP or its personnel take as shareholders or as board members of companies, particularly in consequence of the substantial likelihood that a company will face financial or other difficulties during the term of the Fund’s investment. The applicable Funds may be required to indemnify SALP and its personnel for their losses and defense costs and expenses in connection with such litigation.
SALP sells securities short, resulting in a theoretically unlimited risk of loss if the prices of the securities sold short increase.
Management and stockholders of an issuer may sue short sellers to prevent short sales of the issuer’s securities. SALP could be subject to such actions, even if they are baseless, and the Funds could incur substantial costs defending them.
SALP uses hedging strategies (in addition to short selling), which may reduce profits, increase expenses and cause losses. Price movement in a hedging instrument and the security hedged do not always correlate, resulting in losses on both the hedged security and the hedging instrument. SALP is not obligated to hedge a Fund’s portfolio positions, and it frequently may not do so.
A Fund may have higher portfolio turnover and transaction costs than a similar account managed by another investment adviser. These costs reduce investments and potential profit or increase loss.
SALP employs leverage by borrowing on margin, selling securities short and trading derivatives, which increases volatility and risk of loss. These instruments can be difficult to value. An incorrect valuation could result in losses.
SALP may sell covered and uncovered options on securities. The sale of uncovered options could result in unlimited losses.
Counterparties such as banks, brokers, dealers, custodians and administrators with which SALP does business on behalf of the Funds may default on their obligations. For example, a Fund may lose its assets on deposit with a bank or broker if the bank, broker, its clearing broker or an exchange clearing house becomes bankrupt.
SALP may cause a Fund to enter into repurchase agreements or reverse repurchase agreements. These instruments can have effects similar to margin trading and leveraging strategies.
SALP causes the Funds to invest in securities of non-U.S. issuers. The risks of these investments include: political risks; economic conditions of the country in which the issuer is located; limitations on foreign investment in any such country; currency exchange risks; withholding taxes; limited information about the issuer; limited liquidity; and limited regulatory oversight.
Changes in economic conditions, due to, among other things, changes in interest or inflation rates, energy prices, credit availability or industry conditions, government regulation, competition, technological developments, public health issues, war, political and diplomatic events and trends, tariffs, changes to tax and other laws and innumerable other factors, can adversely affect investment performance. Such changes in economic conditions can cause sharp declines and high volatility in global markets, affects the stability of major financial institutions and adversely affect the performance of the Funds.
SALP may acquire for a Fund a large position in an issuer’s securities but in many cases is unlikely to have any control over the issuer’s management. In addition, if SALP holds a large position in an issuer’s securities, it could depress the market for those securities.
Some of a Fund’s positions may be or become illiquid, in which case SALP may not be able to sell such positions.
SALP determines the value of the Funds’ investments, whether or not a public market exists for such instruments. If SALP’s valuation is inaccurate, it might receive more compensation than that to which it is entitled, a new investor in a Fund might receive an interest that is worth less than the investor paid, an existing investor’s interest in the Fund’s investments may be overly diluted by new investors and an investor that is withdrawing assets might receive more than the amount to which the investor is entitled, to the detriment of other investors.
SALP and its affiliates and agents generally are not responsible to any Fund or investor for losses incurred in a Fund (including any trade error), except to the extent required under the governing documents for the applicable Fund or applicable law. To the extent that such exculpatory provisions purport to include limitation of liability or indemnification for liabilities arising under the Securities Act of 1933 (the “1933 Act”) or the Investment Advisers Act of 1940 (the “Advisers Act”), in the opinion of the SEC, these indemnification and limitation of liability provisions are contrary to public policy and therefore unenforceable.
There is not and will not be an active market for Fund interests. It may be impossible to transfer any such interests, even in an emergency.
A Fund may not be able to generate cash necessary to satisfy investor withdrawals. Substantial withdrawals in a short period could force SALP to liquidate investments too rapidly, and may so reduce the size of a Fund that it cannot generate returns or reduce losses.
A Fund may limit or suspend withdrawals of an investor’s assets from the Fund.
A Fund may establish a reserve for contingencies if SALP considers it appropriate. Investors may
not withdraw or redeem assets covered by that reserve until it is lifted.
If the assets that SALP and its affiliates manage grow too large, it may adversely affect performance, because it is more difficult for SALP to find attractive investments as the amount of assets that it must invest increases.
No Fund or investor has been represented by separate counsel. The attorneys who represent SALP do not represent the Funds or investors. Investors must hire their own counsel for legal advice and representation.
A Fund may dissolve or expel any investor at any time, even if such actions adversely affect one or more investors.
Item 7: Types of clients
SALP provides investment advice only to private funds that are offered to qualified purchasers. Investors in the Master Fund and the Offshore Fund are required to invest a minimum of $5 million, but SALP may waive this minimum, and SALP may establish different minimum investments for other Funds in the future. Investors in the Funds are expected to be high net worth individuals, other investment firms, sovereign wealth funds, endowments, pension plans and other institutional investors.
Item 6: Performance-based fees and side-by-side management Conflicts of interest
SALP currently only manages Funds that pay performance-based compensation as described in Item 5. It does not manage Funds that do not pay performance-based compensation. Differences in SALP’s compensation arrangements with its Funds, particularly if some Funds were to pay higher performancebased compensation, could create incentives for SALP to favor Funds paying higher performance-based compensation when allocating investments among Funds. Performance-based compensation may also provide a possible incentive for SALP to make riskier or more speculative investments on behalf of a Fund than it might make otherwise. Notwithstanding these potential incentives, SALP intends to allocate investments among the Funds in a manner that it considers to be in the best interest of those Funds, given those Funds’ investment objectives, investment strategies, suitability of the investment and risk profile.
Item 10: Other financial industry activities and affiliations Conflicts of interest
SALP’s only affiliate is the General Partner. SALP and the General Partner act as commodity pool operators with respect to the Master Fund and the Offshore Feeder, and SALP acts as the commodity trading adviser with respect to the Master Fund and the Offshore Feeder, but they are exempt from registration with the Commodity Futures Trading Commission.
Item 11: Code of ethics, participation or interest in client transactions and personal trading Conflicts of interest
Code of Ethics SALP has adopted a Code of Ethics in compliance with Rule 204A-1 under the Advisers Act that establishes standards of conduct for SALP’s supervised persons. The Code of Ethics includes general requirements that SALP’s supervised persons comply with their fiduciary obligations to clients and applicable securities laws, and specific requirements relating to, among other things, personal trading, insider trading, conflicts of interest and confidentiality of client and investor information. It requires supervised persons to comply with the personal trading restrictions described below and periodically to report their personal securities transactions and holdings to SALP’s Chief Compliance Officer, and requires the Chief Compliance Officer or his delegate to review those reports. It also requires supervised persons to report any violations of the Code of Ethics promptly to the Chief Compliance Officer. Each supervised person of SALP receives a copy of the Code of Ethics and any amendments to it and must acknowledge in writing having received those materials. Each supervised person must certify that he or she complied with the Code of Ethics at least annually. Clients and prospective clients may obtain a copy of SALP’s Code of Ethics by contacting Kimberly Summe at kimberly@situationalawarenesslp.com. Personal Trading Policy Under SALP’s Code of Ethics, SALP and its supervised persons generally must obtain pre-approval for all personal transactions in securities issued by individual companies (including any private placements and IPOs). Employees are prohibited from trading personally in AI and AI-related securities, which categories include, at a minimum, any securities issued by individual companies whose securities are held by or being actively considered for investment the Funds, except that Employees may liquidate investments they held prior to joining SALP. Prior approval is not required for personal transactions in broad-based ETFs or any securities issued by any federal, state or local government of the U.S. or by any non-U.S. government. SALP discourages excessive personal trading. Certain Conflicts of Interest The offering materials for the Funds disclose various conflicts of interest, but summarized below are certain conflicts arising from SALP’s management of various Funds and services to different clients.
When SALP identifies any investment opportunity that may be appropriate for the Master Fund, it first determines the appropriate size of the investment for the Master Fund, based on that Fund's investment guidelines, available capital, risk and other portfolio construction considerations, and any legal, regulatory, tax or contractual considerations. If any portion of a private investment opportunity remains after the Master Fund’s allocation, SALP may, in its exclusive discretion (a) establish a special purpose vehicle (each, an “SPV”) to participate in that opportunity and offer one or more existing or prospective Fund investors, SALP’s own partners or personnel or third parties (collectively, “Co-Investors”) the right to invest in that SPV or (b) offer that co-investment opportunity directly to one or more Co-Investors in addition to, or in lieu of, establishing an SPV. SALP has exclusive discretion over the allocation of any coinvestment opportunity to any SPV and one or more Co-Investors (including its own partners or personnel), as well as among the Co-Investors within an SPV, using any criteria it determines appropriate in each specific situation. The interests of the various Funds in selecting, negotiating and administering investments (and in particular in connection with liquidating investments) may conflict in some circumstances. SALP may give advice and take action with respect to the Master Fund that differs from the advice that it gives or the timing or nature of action that it takes with respect to any other Fund. In particular, SALP may choose to continue to hold the Master Fund’s investment in a particular company at the same time that it disposes of an SPV’s investment in that company, or vice versa. SALP may also make contrary directional investments in a particular company on behalf of the Funds (e.g., continue to hold investments for an SPV while buying puts or selling short investments on behalf of the Master Fund. Fund investors that are also SALP consulting clients (or related to SALP consulting clients) may use knowledge of the information that SALP provides to the client to decide if and when to make an additional investment or withdraw assets from the Fund at times when other Fund investors would have made similar decisions had they had similar transparency. SALP discloses these conflicts of interest to the applicable Fund investors in their offering materials.
Item 12: Brokerage practices Conflicts of interest
Factors Considered in Selecting Brokers SALP has complete discretion in selecting the broker that it uses for the Funds’ transactions and the commission rates that the Funds pay such brokers. SALP generally allocates portfolio transactions to securities brokers (which term also includes futures commission merchants) based on various factors, subject to its duty to seek best execution. SALP considers such factors as it deems appropriate under the circumstances, including, but not limited to, net price, ability to effect the transaction, reliability, reputation, financial strength and stability, efficiency of execution and error resolution, confidentiality, special execution capabilities, block trading and block positioning capabilities, willingness to execute related or unrelated difficult transactions in the future, willingness to commit capital, knowledge of market participants, order of call, outsourced trading expertise and services of brokers that provide trading desks to their customers, access to company management and access to deal flow, research reports, services and conferences (including third party research fees), economic and market information, portfolio strategy advice, industry and company comments, technical data, recommendations, general reports, consultations, performance measuring data and software (including risk and quantitative models), online pricing, offering to SALP online access to computerized data regarding the Funds’ accounts, computerized trading systems, clearance, settlement, quotation services and other matters involved in the receipt of brokerage services generally, as well as other brokerage and research services that benefit SALP, its affiliates and the Funds that are paid for or provided by these brokers. Soft Dollars
SALP does not currently utilize soft dollars. The following will govern any soft dollar relationships that SALP may elect to add in the future. SALP may, through a future soft dollar relationship, cause a Fund to pay a broker brokerage commissions, other transaction fees and markups or markdowns with respect to certain riskless principal transactions that exceed those that otherwise might be available for effecting that transaction in recognition of the value of the brokerage and research services provided by that broker. These payments are referred to as “soft dollars.” SALP also may direct a broker that executes transactions to share some of its commissions with another broker that provides such brokerage or research services to SALP. Should SALP engage in soft dollars, SALP intends to effect any such transactions only to the extent that they fall within the safe harbor of section 28(e) of the Securities Exchange Act of 1934, which permits investment advisers to enter into such transactions for their client accounts to obtain brokerage or research services that provide lawful and appropriate assistance to the adviser in performing investment decisionmaking responsibilities. SALP would receive a benefit should it use soft dollars generated by the Funds to obtain brokerage or research services to the extent SALP would bear such expenses itself. Therefore, it has an incentive to enter into transactions with Brokers that generate soft dollars instead of other transactions on terms that also may be favorable to the Funds. SALP believes that the Funds would benefit from access to such brokerage and research products and services (including independent research). SALP may use the brokerage and research products and services it obtains from brokers to service all of its clients, including clients that have not generated the soft dollars used to obtain such brokerage and research services. If any product or service obtained with soft dollars incorporates elements that fall within the section 28(e) “safe harbor” and others that do not (a “mixed-use” item), SALP will make a good faith allocation of the portion that may be paid with soft dollars. In making that allocation, SALP has a conflict of interest as it may be obligated to bear the remaining portion of the expense not paid through soft dollars. SALP addresses conflicts of interest by at least annually evaluating the trade execution services that SALP receives from the brokers that it uses to execute trades for the Funds. Outsourced Trading As noted above, SALP may select a broker (including any Fund’s prime brokers) to act as an outsourced “trading broker” for that Fund. In such cases, SALP or the trading broker may select the executing broker, and the trading broker would then place or manage the order. The trading broker is compensated (through commissions or otherwise) for this trading service in addition to the commissions paid to the executing brokers. As with all soft dollar arrangements, using a trading broker in this manner causes a Fund to pay brokerage commissions, mark-ups and other transactions fees that are higher than might otherwise be paid if brokers were selected solely based on lowest execution cost. In addition, using a trading broker (rather than a SALP employee) to provide those services may allow SALP to reduce its own personnel expenses. Other Services and Benefits The brokers that SALP selects for its Funds (including its prime brokers) make available other services to SALP, such as capital introduction and business consulting services relating to operations, marketing assistance and intelligence, talent introduction and technology. Representatives of SALP also may be offered the opportunity to speak at conferences and programs sponsored by brokers for investors interested in investing in private investment funds. Brokers also may refer investors to SALP. Neither SALP nor any Fund compensates brokers for any such services, benefits, referrals or for any investments ultimately made by prospective investors attending such events, but such activities may influence SALP in deciding whether to use a particular broker in connection with the Funds’ brokerage, financing and other activities. To mitigate this potential conflict, SALP will not allocate brokerage business to a referring broker unless it
determines that such allocation is consistent with its best execution duties. Trade Aggregation The Master Fund is SALP’s only client that invests in publicly-traded securities, and therefore SALP does not aggregate trades among the Funds. If in the future SALP manages publicly-traded investments for more than one Fund, it may aggregate sale and purchase orders for similar orders being made contemporaneously for those Funds. In such event, SALP may charge or credit a Fund the average transaction price of all securities purchased or sold in such transactions. As a result, however, the price may be less favorable to the Fund than it would be if SALP were not executing similar transactions concurrently for other Funds. Prime Brokers SALP has retained certain brokerage firms to serve as the Funds’ prime brokers and custodians. Prime brokerage services generally include execution, clearing and settling transactions, margin and securities lending and custodial services for U.S. and non-U.S. assets in accordance with the Funds’ prime brokerage or similar agreements with such firms. Funds also may enter into swap or other derivative transactions with the prime brokers or their affiliates under separate agreements. The prime brokers also provide brokerage and research services and may provide other benefits, such as those described in the paragraphs above, that are commonly provided by most prime brokers. SALP expects to direct some of the Funds’ securities transactions to them and their affiliates, but is not required to direct a particular number of trades to them or to continue to use them as any Fund’s prime broker and custodian, but it has an incentive to do so based on their prior and continued services. A Fund’s obligations to its prime brokers and their affiliates will be secured by way of a first priority perfected security interest over all of the Fund’s assets held in custody by them and their affiliates may transfer to themselves all rights, title and interest in and to those assets as collateral and may deal with, lend, dispose of, pledge or otherwise use all such collateral for their own purposes. If any such transfer occurs, the Fund will rank as such broker’s (or affiliate’s) unsecured creditor. If such prime broker or affiliate becomes insolvent, the Fund may not be able to recover such equivalent securities in full. In addition, the Fund’s cash held by a custodian may not be segregated from such custodian’s own cash and, if not so segregated, may be used by such custodian or affiliate in the course of its business and the Fund will therefore rank as an unsecured creditor in relation thereto. If any of the Fund’s investments are registered in the name of a custodian or affiliate due to the nature of the law or market practice of a particular jurisdiction, such investments will not be segregated from the custodian’s or affiliate’s own investments and if such custodian or affiliate becomes insolvent, the Fund may not be able to recover such equivalent investments in full. In addition, at any time when certain events of default occur, a prime broker may, without notice, cancel any outstanding orders for the purchase, sale, borrowing or lending of any securities or other property, terminate pending transactions, or sell or exercise any right or remedy with respect to any collateral posted to any account, or buy in any securities or other property that the Fund may be short. Custody A Fund’s prime brokers are custodians for most of the Fund’s assets other than as described below. In connection with swap or other derivative transactions, a Fund may post collateral with those firms or other counterparties that are “qualified custodians” under the Advisers Act. The Funds also maintain bank accounts to process subscriptions, withdrawals and expense payments. SALP may replace any custodian or appoint additional custodians at any time without notice to the Fund’s investors. A Fund’s interests in privately-issued securities that require the issuer’s consent to transfer are recorded on the issuer’s or its transfer agent’s books and records.
Directed Brokerage SALP has the discretion to select the brokers with whom the Funds transact. The Funds’ investors are not able to direct brokerage.
Item 14: Client referrals and other compensation Conflicts of interest
Other than the products and services that SALP receives from broker-dealers (described above in Item 12), SALP does not receive any economic benefits from third parties in connection with the provision of investment advice to the Funds. SALP does not compensate any third-party placement agents or solicitors for introductions to potential investors or clients.
Item 9: Disciplinary information
This Item is not applicable, because SALP has no reportable disciplinary information.
Item 13: Review of accounts
SALP reviews all of its Funds’ portfolios on a regular basis. Those reviews take into account such matters as the prospects of individual securities, changes in issuer earnings, industry outlook, market outlook and price levels, asset allocation and cash management. Each investor in the Master Fund and the Offshore Feeder receives a capital account statement at the end of each quarter. In addition, each investor in the Master Fund and the Offshore Feeder also receives periodic letters (generally quarterly and at least annually) discussing performance and investment commentary. SALP may change the content and frequency of its reporting or provide certain investors with more frequent updates.
Item 15: Custody
Under the SEC’s custody rule, the General Partner is deemed to have “custody” of the Funds’ assets, even though independent custodians actually hold the assets. An adviser (or its affiliate) with “custody” of a Fund’s assets must cause certain account statements detailing holdings and transactions to be sent to clients, and imposes certain other obligations. However, advisers need not comply with those requirements if, among other things, the Fund provides investors with audited financial statements by a specified time each year and those financial statements meet certain requirements. SALP satisfies those conditions and therefore is not subject to reporting and other obligations.
Item 16: Investment discretion
SALP invests and trades the assets in a broad range of investments, to be selected at SALP’s sole discretion, with no specific limitations as to type, amount, concentration, or leverage, except as specified in the applicable Fund’s governing documents or offering materials. SALP has discretionary authority to manage the Funds’ portfolios pursuant to a grant of authority in its investment management agreement with each Fund and its governing document.
Item 17: Voting client securities
SALP decides whether to vote proxies on behalf of each Fund after considering whether the proposal will have a material effect on the Fund’s investment strategy. In some cases, this analysis may lead SALP to not vote proxies. In determining whether a proposal serves a Fund’s best interests, SALP considers a number of factors, including:
the proposal’s economic effect on shareholder value;
the threat that the proposal poses to existing rights of shareholders;
the dilution of existing shares that would result from the proposal;
the effect of the proposal on management or director accountability to shareholders; and
if the proposal is a shareholder initiative, whether it wastes time and resources of the company or reflects the grievance of one individual.
SALP may abstain from voting proxies when SALP believes that it is appropriate to do so. If a material conflict of interest over proxy voting arises between SALP and a Fund, SALP will vote all proxies in accordance with the policy described above. If SALP determines that this policy does not adequately address the conflict of interest, SALP will notify the Fund of the conflict and request that the Fund consent to SALP’s intended response to the proxy solicitation. If the Fund consents to SALP’s intended response or fails to respond to the notice within a reasonable time specified in the notice, SALP will vote the proxy as described in the notice. If the Fund objects in writing to SALP’s intended response, SALP will vote the proxy as the Fund directs. A client can obtain a copy of SALP’s proxy voting policy and a record of votes cast by SALP on behalf of that client by contacting SALP.
Item 18: Financial information
This Item is not applicable, because SALP is not required to report financial information.
Timeline
- Jun 5, 2024Founded Situational Awareness LP is founded2
Filings
8 filings to the SEC since October 2021: 8 other. The latest 8:
- Aug 28, 2026N-PX EDGAR
- Aug 14, 202613F-HR EDGAR
- May 18, 202613F-HR EDGAR
- Feb 11, 202613F-HR EDGAR
- Nov 14, 202513F-HR EDGAR
- Aug 14, 202513F-HR EDGAR
- May 14, 202513F-HR EDGAR
- Feb 12, 202513F-HR EDGAR
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Stakes it holds
Situational Awareness LP has told the SEC it owns more than 5% of 3 companies, latest first (Schedules 13D and 13G).
- SharonAI Holdings Inc.SCHEDULE 13D/A Jun 29, 2026 to Sep 17, 20265
- Core ScientificSCHEDULE 13D/A Aug 19, 2025 to Aug 4, 20266
- Nebius GroupSCHEDULE 13G May 27, 20267
Sources
The numbers on this page point here. Each one links to the record it came from.
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