Union Square Park Capital Management, LLC

Union Square Park Capital Management, LLC (“we,” “us,” or “our”) is a Delaware limited liability company that was formed in November 2011 and began operations in April 2015. We are principally owned and controlled by Leon M. Zaltzman, who is our Founder and Managing Member (the “Managing Member”). We provide discretionary investment advice to a private fund, Union Square Park Partners, LP (the “Fund”). We expect to provide investment advice to separately managed accounts (“SMAs”) and additional private funds in the future. References throughout this document to “clients” refer to the Fund and any other private funds and SMAs that we may advise in the future. Client accounts are managed in accordance with their own investment and trading objectives, as described in their respective offering documents, governing agreements or advisory agreements (collectively, the “Governing Documents”). We do not permit investors in the Fund to impose limitations on the investment activities described in the Fund’s Governing Documents. Under certain circumstances, we may contract with SMA clients to adhere to limited risk and/or operating guidelines imposed by such clients. We would negotiate such arrangements on a case-by-case basis. (See Item 16 - Investment Discretion.) Union Square Park GP, LLC (the “Union Square Park GP”) serves as the general partner to the Fund. We do not participate in wrap fee programs. As of December 31, 2025, we managed $154,489,088 of regulatory assets under management on a discretionary basis. We do not manage any assets on a non-discretionary basis.

Our fees and compensation are described in the Fund’s Governing Documents. The Fund pays us a quarterly management fee of 0.375% (approximately 1.5% on an annualized basis). Management fees are paid in advance. Management fees will be prorated for all partial quarter billing cycles. We deduct management fees from the Fund. We have waived or modified the management fee applicable to certain investors and may do so in the future with respect to other investors, in our discretion. The Union Square Park GP is entitled to receive performance-based allocations from the Fund, as further described in Item 6 – Performance-Based Fees and Side-By-Side Management. Our compensation schedule with respect to any future client will be contained in the Governing Documents relating to such account. The Fund bears its own expenses, including, but not limited to, investment-related expenses such as the Fund’s brokerage commissions, interest on margin accounts and other indebtedness, custodial fees, bank service fees, withholding and transfer fees, taxes, systems and technology expenses, third party research tools, corporate licensing fees, legal and auditing expenses (including without limitation costs and expenses relating to updates to offering documents), accounting, fund administration, filing fees and expenses (including regulatory filings made in respect of the Fund such as Forms 13D, 13G, 13F, PF, other regulatory reporting and investing, and Blue Sky preparation and filing expenses), outsourced risk management advisory and software, online news and quotation services, computer hardware and software used for research (including Bloomberg service licenses), investment-related consultants and

travel costs that are research related, expenses incurred with respect to the preparation, duplication and distribution to investors and prospective investors of Fund offering documents, annual reports and other financial information, and any other services or service provider expenses deemed necessary by us on behalf of the Fund. We also allocate a portion of certain clients’ capital to money market funds or exchange-traded funds (“ETFs”). In addition to the fees and expenses discussed above, clients will indirectly incur similar fees and expenses if we invest their capital in such funds, as these funds in turn pay similar fees and expenses to their investment managers and other service providers. The Fund may co-invest with, or provide co-investment opportunities to, other funds, private investors, groups or individuals, including Fund investors (or their affiliates), in our sole discretion. Co-investment with such parties may reduce amounts the Fund can invest in any given opportunity, and we may be unable to make as large of an investment out of the Fund as otherwise might be desirable. In addition, the allocation of investments between the Fund and such other parties will be at our discretion, and if such other parties offer us more favorable economic terms than we would receive from the same investment out of the Fund, we may have a conflict of interest with respect to allocating investments between the Fund and such other parties. We may charge management fees or carried interest with respect to such co-investments. We may also form one or more entities separate from the Fund to facilitate participation in co-investment opportunities. The expenses that would be charged to any future client account would be determined on a case-by-case basis. For a more detailed discussion of brokerage and transaction costs, see Item 12 – Brokerage Practices.

Methods of Analysis and Investment Strategies Generally The Fund’s investment objective is to obtain superior, risk-adjusted, total returns on capital. The Fund seeks to meet its objective substantially, but not solely, by investing in securities and derivatives of public companies traded in domestic and international, listed and over-the-counter markets across sectors. We believe that thorough evaluation of changes in the life-cycle of a company requires expertise and present attractive opportunities for profit. Such changes involve spin-offs, mergers, refinancing, special dividends, strategic asset acquisitions and disposals, tenders, buy-backs, exchanges, conversions, financial engineering transactions, recapitalizations, bankruptcy, liquidation, litigation, earnings and other corporate events. We seek to capitalize on corporate events typically in micro-, small- and midcapitalization companies. We believe that there are significant market and knowledge inefficiencies in micro-capitalization and small-to-medium-capitalization companies that allow focused investors to find profitable, liquid investment opportunities. The Fund also invests in large capitalization companies that fit into the various investment strategies described herein. The Fund invests in companies in both the U.S. and in the rest of the world, with international opportunities comprising a meaningful portion of the Fund’s portfolio. The number of positions will depend on market conditions and the risk-return profile of the specific securities in which the Fund is investing. We intend to have a fairly concentrated portfolio of long positions. In the event that we determine it is advantageous for the portfolio, there will be either more or less concentration in the long positions in the portfolio at particular points in time. In addition to the public company investments described above, the Fund also invests in special purpose acquisition companies (“SPACs”) (including without limitation founders shares of such SPACs) and privately-offered securities, including, but not limited to, common stocks, preferred stocks, convertible bonds, convertible preferred stocks, and privately-offered securities commonly known as “PIPEs” (private investments in public equity). These privately-offered securities may be offered by issuers who are either public (trading on an exchange) or private. Certain securities that may be acquired by the Fund are expected to be subject to legal restrictions on resale and, therefore, may be illiquid and subject to wide fluctuations in value. The Fund may also invest in certain “tax-advantaged” investments, including but not limited to municipal bonds, publicly traded master limited partnerships (“MLPs”), real estate investments trusts (“REITs”) and tax-exempt municipal bonds and obligations, which will be limited to certain classes of investors.

Additionally, the Fund invests in other types of securities and uses a variety of investment techniques to generate profit and/or control risk, including, but not limited to, engaging in short sales, participating in swaps and swaptions, buying or selling futures contracts, purchasing and writing options and other derivative contracts, purchasing or selling debt instruments (including, but not limited to, term loans and debtor-in-possession (DIP) financing) and trading on margin by borrowing funds and pledging securities as collateral. As a normal part of its strategy and in an effort to maximize returns to capital, the Fund employs leverage. The above objectives and methods are a summary of our current intentions and should not be viewed as either exhaustive or invariable. We have broad discretion to use any trading or investment techniques, whether or not contemplated by the strategies described above, in order to attempt to achieve the return goals and the best interests of the Fund. We expect that future client accounts would pursue the same or similar strategies as those set forth above. Investing involves a risk of loss that clients and investors should be prepared to bear. Risk Factors Our investment strategy involves significant risks. A discussion of the material risks is provided below. Prospective clients and investors are urged to review the applicable Governing Documents carefully and consult with their own financial, legal and tax advisers before investing with us. General Investment and Trading Risks. An investment in the Fund involves a high degree of risk, including the risk that the entire amount invested may be lost. The Fund invests in securities and other financial instruments using strategies and investment techniques with significant risk characteristics. No guarantee or representation is made that the Fund’s program will be successful. The Fund’s investment program utilizes investment techniques including, but not limited to option transactions, margin transactions, short sales, forwards, leverage and derivatives trading, the use of which can, in certain circumstances, maximize the adverse impact to which the Fund may be subject. Equity Investments. The Fund’s equity investments involve substantial risks and may be subject to wide and sudden fluctuations in market value, with a resulting fluctuation in the amount of profits and losses. There are no absolute restrictions in regard to the size or operating experience of the companies in which the Fund invests (and relatively small companies may lack management depth or the ability to generate internally, or obtain externally, the funds necessary for growth and companies with new products or services could sustain significant losses if projected markets do not materialize). Equity prices are directly affected by issuer specific events, as well as general market conditions. In addition, in many countries investing in common stocks is subject to heightened regulatory and self-regulatory scrutiny as compared to investing in debt or other financial instruments. Public Company Delisting and Deregistering. The public company securities that the Fund invests in may choose to delist or deregister or may be forced to delist or deregister involuntarily. Delisting or deregistration normally leads to a devaluation of such securities and decreased liquidity for investors such as the Fund. Furthermore, involuntary delisting and deregistration can badly damage a company’s reputation, especially among investors.

SPAC Risk. A SPAC is a publicly traded company formed for the purpose of raising capital through an IPO to fund the acquisition, through a merger, capital stock exchange, asset acquisition or other similar business combination, of one or more undervalued operating businesses. Following the acquisition of a target company, a SPAC typically would exercise control over the management of such target company in an effort to increase the value of such target company. Capital raised through the IPO of securities of a SPAC is typically placed into a trust until the target company is acquired or a pre-determined period of time elapses. Investors in a SPAC would receive a return on their investment in the event that a target company is acquired and such target company’s value increased. In the event that a SPAC is unable to locate and acquire target companies by the deadline, the SPAC would be forced to liquidate its assets, which may result in losses due to the expenses and liabilities of the SPAC. Investors in a SPAC are subject to the risk that, among other things, (i) such SPAC may not be able to locate or acquire target companies by the deadline; (ii) assets in the trust may be subject to third-party claims against such SPAC, which may reduce the per share liquidation price received by the investors in the SPAC; (iii) such SPAC may be exempt from the rules promulgated by the SEC to protect investors in “blank check” companies, such as Rule 419 promulgated under the Securities Act, so that investors in such SPAC may not be afforded the benefits or protections of those rules; (iv) such SPAC may only be able to complete one business combination, which may cause it to be solely dependent on a single business; (v) the value of any target company may decrease following its acquisition by such SPAC; (vi) the value of the funds invested and held in the trust decline; (vii) the inability to redeem due to the failure to hold the securities in the SPAC on the record date or the failure to vote against the acquisition; (viii) if the SPAC is unable to consummate a business combination, public stockholders will be forced to wait until the deadline before liquidating distributions are made; (ix) a significant portion of the monies raised by the SPAC for the purpose of identifying and effecting an acquisition or merger may be expended during the search for a target transaction; (x) any proposed merger or acquisition may be unable to obtain the requisite approval, if any, of SPAC shareholders; (xi) an acquisition or merger, once effected, may prove unsuccessful and an investment in the SPAC may lose value; (xii) the warrants or other rights with respect to the SPAC held by the Fund may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; (xiii) the Fund may forfeit its right to receive additional warrants or other interests in such SPAC if it redeems its interest in the SPAC in connection with an acquisition of a target company; (xiv) the Fund will be delayed in receiving any redemption or liquidation proceeds from a SPAC to which it is entitled; (xv) an investment in an SPAC may be diluted by additional later offerings of interests in the SPAC or by other investors exercising existing rights to purchase shares of the SPAC; (xvi) no or only a thinly traded market for shares of or interests in an SPAC may develop, leaving the Fund unable to sell its interest in an SPAC or to sell its interest only at a price below what the Fund believes is the SPAC interest’s intrinsic value; (xvii) the values of SPACs may be highly volatile and may depreciate significantly over time and (xviii) the Fund will bear a sales commission with respect to such SPAC investment, which may be significant. In addition, most SPACs are illiquid and have a concentrated shareholder base that tends to be composed of hedge funds (at least at inception). The Fund may invest in founders shares of a SPAC as well as a SPAC that, at the time of investment, has not selected or approached any prospective target businesses with respect to a business combination. In such circumstances, there may be limited basis for the Fund to evaluate the possible merits or risks of such SPAC’s investment in any particular target business. To the extent that a SPAC completes a business combination, it may be affected by numerous risks inherent in the business operations of the acquired company or companies. For these and additional reasons, investments in SPACs are speculative and involve a high degree of risk. Lack of SPAC Operating History. Because SPACs often do not have an operating history or ongoing business other than seeking an acquisition of a target company, the value of their securities may be particularly dependent on the quality of its management and on the ability of the SPAC’s management to identify and

Read the rest in the brochure

Investors in the Fund are generally family offices, high net worth individuals and foundations that qualify as “accredited investors” (as defined in Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”)). The minimum initial investment in the Fund is generally $1,000,000. We have waived, and may in the future waive, such minimum under certain circumstances. If we determine to require a minimum investment for any future client accounts, we will make that determination on a case-by-case basis.

The Union Square Park GP is entitled to receive a performance allocation from the Fund on an annual basis and upon withdrawals by investors. Such performance allocation is equal to 20% of the capital appreciation of the Fund’s assets and is subject to a loss carryforward mechanism. We have waived or modified the performance allocation applicable to certain investors and may do so in the future with respect to other investors, in our discretion. Our compensation schedule with respect to any future client account will be contained in the Governing Documents relating to such account. Performance-based compensation arrangements create an incentive for us to recommend investments that may be riskier or more speculative than those that would be recommended under a different compensation arrangement. Currently, the Fund is our only client. To the extent that we advise additional client accounts in the future, performance-based compensation arrangements could also create an incentive for us to favor accounts with higher compensation rates over other accounts when allocating investments. Accordingly, if we manage additional client accounts in the future, we will adopt and follow procedures designed and implemented to ensure that all clients are treated fairly and equitably. In addition, because the Fund’s management fees and performance-based compensation are generally based on the Fund’s net asset value, we will have a conflict of interest in valuing the Fund’s assets. To

mitigate this conflict, we follow documented valuation policies and periodically consult with auditors and the Fund’s administrator (the “Administrator”).

As noted above, the Union Square Park GP serves as the general partner to the Fund.

Code of Ethics Overview We have adopted a Code of Ethics, which is designed to help ensure that we conduct our business in accordance with all applicable laws and regulations and in an ethical and professional manner. In addition, our Code of Ethics sets forth standards of conduct for our employees to ensure that they conduct their business on our behalf in a manner that enables us to fulfill our fiduciary duty to our clients. Among other things, our Code of Ethics: (i) governs personal trading by our employees, (ii) contains our policies with respect to gifts and entertainment, (iii) contains our policies regarding certain outside activities of our employees, and (iv) sets forth the manner in which employees may report violations of law or our policies and procedures. We will provide a copy of our Code of Ethics to any client or prospective client upon request. Personal Trading Policy Employees are required to obtain the written consent of our Chief Compliance Officer (the “CCO”) prior to engaging in most personal transactions. Additionally, employees are required to provide our CCO with periodic reporting relating to their trading activity and personal accounts. Our policies relating to personal trading also generally apply to an employee’s spouse or minor child, or an immediate family member of an employee living in the same household as such employee. Participation or Interest in Client Transactions We make available to qualified prospective investors the opportunity to invest in the Fund. Our Managing Member has significant personal investments in the Fund. In addition, the Union Square Park GP, our affiliate, is entitled to receive performance-based allocations from the Fund. From time to time, our employees (including our Managing Member) are expected to purchase securities that are held by, or intended to be purchased by, our clients. A conflict of interest exists in such cases because such persons have the ability to trade ahead of our clients and potentially receive more favorable prices than our clients. Further, when one of our employees participates in an investment opportunity that has limited availability, it is possible that our clients would receive less than their intended allocation

of such investment. To mitigate these conflicts of interest, an employee may not purchase a reportable security (as described in our Code of Ethics) that is held by, or intended to be purchased by, a client unless we have determined that such purchase would not be adverse to the best interests of our clients. Further, our Code of Ethics contains additional processes relating to such transactions, including with respect to the timing of the purchases of such securities by our employees. We will not engage in any principal transaction unless we have determined that the transaction is in the relevant clients’ best interests and have obtained client consent in accordance with our written procedures and applicable law.

Selection of Brokers We have an obligation to seek to obtain “best execution” for the Fund with respect to its trading activity. While not defined by statute or regulation, best execution generally means the execution of client trades at the best net price considering all relevant circumstances. We seek best execution with respect to all types of Fund transactions, taking into account various factors. Such factors include, among others: price, quality of execution, expertise in particular markets, the ability of a broker to effect the transactions, the broker’s facilities, reliability, reputation, experience, financial responsibility in particular markets, familiarity both with investment practices generally and techniques employed by the Fund and certain brokerage or research services provided by such brokers and clearing and settlement capabilities, and other services). In selecting brokers to execute transactions (or series of transactions) and determining the reasonableness of the brokers’ compensation, we need not solicit competitive bids and do not have an obligation to seek the lowest available commission cost. Brokers sometimes suggest a level of business they would like to receive in return for the various services they provide. We will not commit to provide any level of brokerage business to any broker, and actual brokerage business received by any broker may be less than the suggested allocations but can (and often does) exceed the suggestions, because total brokerage is allocated based on all the considerations described above. We have established a Brokerage Committee, which meets on a semi-annual basis to evaluate, among other things, the execution that we are receiving from brokers. In conducting its analysis, the committee may consider the factors listed above, among others, and will review gifts and entertainment received, and any known conflicts of interests (e.g., directing commissions to a broker that employs a family member of one of our employees). Research and Other Soft Dollar Benefits We do not currently have any formal soft dollar arrangements, but we may enter into such arrangements in the future. Nonetheless, we execute transactions on behalf of our clients with brokers that provide us with access to bundled services, including access to proprietary research reports (such as standard investment research and credit reports) and invitations to attend conferences. To our knowledge, these services are generally made available to all institutional investors doing business with such brokers. These bundled services are made available to us on an unsolicited basis and without regard to the rates of commissions charged or paid by clients or the volume of business that we direct to such brokers. If we engage in soft dollar transactions in the future, we intend to comply with the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934, as amended.

During our last fiscal year, we acquired research (such as proprietary research from brokers) with client brokerage commissions (or markups or markdowns). Brokerage for Client Referrals Subject to applicable law, we direct client brokerage business to brokers that refer prospective investors to us. Because such referrals, if any, are likely to benefit us but may not provide a benefit to our clients, we would have a conflict of interest with our clients when allocating brokerage business to such brokers. To mitigate this potential conflict, we will not allocate brokerage business to a referring broker unless we determine that such allocation is consistent with our best execution duties. Trade Errors We may on occasion experience errors with respect to trades made on behalf of client accounts. We will reimburse each client account for net losses resulting from trade errors to the extent that it is required to do so under the terms of the exculpation provision in such client’s Governing Documents. Aggregation of Orders We will not aggregate trades while the Fund is our only client. To the extent that we advise additional client accounts in the future, we expect that we would aggregate orders for our client accounts. We will do so in a fair and equitable manner, with transactions costs shared pro rata based on each client’s participation in the transaction.

Other than the products and services that we receive from broker-dealers (described above in Item 12), we do not receive any economic benefits from third parties in connection with the provision of investment advice to the Fund. We do not compensate any third-party marketers for introductions to potential investors or clients.

There are no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of our advisory business or our management.

Review of Accounts The Fund’s portfolio is reviewed, and its performance analyzed, by our Managing Member on a regular basis. In addition, our Managing Member and our CCO regularly review the Fund’s portfolio to confirm that the securities it holds remain consistent with its investment strategies, objectives and guidelines. Reporting We furnish investors in the Fund with periodic written unaudited performance reports as set forth in the Fund’s Governing Documents. In addition, on an annual basis, we provide investors with a copy of the Fund’s annual audited financial statements and a statement of taxable income (Schedule K-1). Pursuant to “side letter” or other agreements, we may provide certain investors (including our strategic investor) with access to more frequent and/or more detailed information regarding the Fund’s securities positions, performance, finances, and management and/or other information about the Fund or us (including notifications of redemptions from a Fund by us and/or our personnel), possibly enabling such investors to better assess the prospects and performance of the Fund. In addition, investors and prospective clients and investors are provided with certain information about us and the Fund in response to questions and requests. This information may not be distributed to other investors or prospective clients or investors. Each client and investor is responsible for asking such

questions as it believes are necessary in order to make its own investment decisions and must decide for itself whether the limited information provided by us is sufficient for its needs.

For purposes of Rule 206(4)-2 under the Investment Advisers Act of 1940, as amended (the “Custody Rule”), we are deemed to have custody over the Fund’s assets. In accordance with the Custody Rule, a qualified custodian is not required to deliver quarterly account statements to the Fund or its investors as long as: (i) the Fund is audited by an independent public accountant that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board, (ii) the Fund’s audited financial statements are prepared in accordance with U.S. generally accepted accounting principles, and (iii) we deliver such annual audited financial statements to investors within 120 days after the end of the Fund’s fiscal year.

We have discretionary authority to manage securities and other investments on behalf of the Fund. The investors in the Fund generally are not able to place any limits on our authority beyond the limitations set forth in the Fund’s Governing Documents. Under certain circumstances, we may contract with SMA clients to adhere to limited risk and/or operating guidelines imposed by such clients. We would negotiate such arrangements on a case-by-case basis.

We generally have voting discretion over client securities. Clients are generally not able to direct their votes in a particular situation. Our proxy voting policies and procedures are summarized below. In the absence of specific voting guidelines from the client or conflicts of interest, we will vote all proxies in the best interests of each client, which may result in different voting results for proxies for the same issuer. In addition, we may determine to abstain from voting a proxy if we believe that such action is in the best interests of a particular client. We may take into account the following factors, among others, in determining if a specific proposal is in the best interests of a particular client: (i) management of the issuer’s views and recommendations on such proposal, (ii) whether the proposal may have the effect of entrenching existing management and/or making management less responsive to shareholders’ concerns (e.g., instituting or removing a poison pill, classified board of directors and/or other anti-takeover measure), and (iii) whether we believe that the proposal will fairly compensate management for its and/or the issuer’s performance. If we deem that the issue being voted upon is not material for us and our clients or we determine that the cost of voting a proxy would exceed the expected benefit to our clients, we will not be obligated to vote on such matter.

Conflicts of interest may arise between the interests of clients on the one hand and the Firm or its affiliates on the other hand. If the Firm determines that it may have, or is perceived to have, a conflict of interest when voting proxies, the Firm will vote in accordance with its proxy voting policies and procedures. Upon the request by a client, we will disclose to such client how we voted proxies for securities owned by such client. We will also provide a copy of our proxy voting policies and procedures to clients upon request.

We are not required to include our balance sheet for our most recent fiscal year with this Brochure.