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Confidential Offering Memorandum CONFIDENTIAL OFFERING MEMORANDUM SkyBridge Bitcoin Fund L.P. January 2021 This offering memorandum has been prepared solely for the consideration of prospective investors in the partnership referenced above. Except as otherwise expressly set forth herein, distribution or disclosure of any of the contents of this offering memorandum without the prior written consent of the general partner of the partnership is prohibited. SKYBRIDGE BITCOIN FUND L.P. (A Delaware Limited Partnership) THIS CONFIDENTIAL OFFERING MEMORANDUM (THE “OFFERING MEMORANDUM”) OFFERS LIMITED PARTNER INTERESTS (THE “INTERESTS”) IN SKYBRIDGE BITCOIN FUND L.P. (THE “PARTNERSHIP”), A DELAWARE LIMITED PARTNERSHIP. SKYBRIDGE BITCOIN GP LLC, A DELAWARE LIMITED LIABILITY COMPANY, IS THE GENERAL PARTNER OF THE PARTNERSHIP (THE “GENERAL PARTNER”). SKYBRIDGE CAPITAL II, LLC, A DELAWARE LIMITED LIABILITY COMPANY, WILL ACT AS MANAGER OF THE PARTNERSHIP (THE “MANAGER”). WHILE THE MANAGER IS REGISTERED AS AN INVESTMENT ADVISER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) PURSUANT TO THE INVESTMENT ADVISERS ACT OF 1940, AS AMENDED (THE “ADVISERS ACT”), THE MANAGER IS NOT AND WILL NOT BE ACTING IN SUCH CAPACITY IN PROVIDING SERVICES TO THE PARTNERSHIP. AS SUCH, NEITHER THE PARTNERSHIP NOR AN INVESTOR IN THE PARTNERSHIP WILL HAVE THE PROTECTIONS AFFORDED BY THE ADVISERS ACT. THE INTERESTS ARE BEING OFFERED TO, AND ARE SUITABLE ONLY FOR, INVESTORS WHO ARE “ACCREDITED INVESTORS” (AS DEFINED IN REGULATION D UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)). OFFERS AND SALES OF INTERESTS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE LAWS OF ANY JURISDICTION, INCLUDING THE SECURITIES ACT, THE LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA, OR THE LAWS OF ANY NON-U.S. JURISDICTION. THE PARTNERSHIP WILL NOT BE REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). CONSEQUENTLY, INVESTORS WILL NOT BE AFFORDED THE PROTECTION OF THE INVESTMENT COMPANY ACT. THERE IS NO PUBLIC MARKET FOR THE INTERESTS, AND NO SUCH MARKET IS EXPECTED TO DEVELOP IN THE FUTURE. THE PARTNERSHIP IS NOT A COMMODITY POOL AND WILL NOT BE REGULATED BY THE U.S. COMMODITY FUTURES TRADING COMMISSION (THE “CFTC”) UNDER THE COMMODITY EXCHANGE ACT AND THE RULES THEREUNDER. INVESTORS IN THE PARTNERSHIP WILL NOT RECEIVE THE REGULATORY PROTECTIONS AFFORDED TO INVESTORS IN REGULATED COMMODITY POOLS. THEREFORE, THIS OFFERING MEMORANDUM WILL NOT BE REQUIRED TO BE, AND WILL NOT BE, FILED WITH THE CFTC. THE CFTC DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A POOL OR UPON THE ADEQUACY OR ACCURACY OF ANY OFFERING MEMORANDUM. CONSEQUENTLY, THE CFTC HAS NOT REVIEWED OR APPROVED, AND WILL NOT REVIEW OR APPROVE, THIS OFFERING, THIS OFFERING MEMORANDUM OR ANY OTHER OFFERING MATERIALS FOR THE PARTNERSHIP. IN MAKING AN INVESTMENT DECISION, EACH INVESTOR MUST RELY ON ITS OWN EXAMINATION OF THE PARTNERSHIP AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED, AND SHOULD CONSULT WITH ITS ATTORNEYS AND ITS INVESTMENT, ACCOUNTING, REGULATORY, ERISA (AS DEFINED BELOW) AND TAX ADVISORS TO DETERMINE THE CONSEQUENCES OF AN INVESTMENT IN THE PARTNERSHIP. PROSPECTIVE INVESTORS IN THE PARTNERSHIP ARE NOT TO CONSTRUE THE CONTENTS OF THIS OFFERING MEMORANDUM OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM OR ON BEHALF OF THE PARTNERSHIP AS LEGAL, ACCOUNTING, INVESTMENT, REGULATORY, ERISA OR TAX ADVICE. THIS OFFERING MEMORANDUM HAS BEEN PREPARED SOLELY FOR THE CONSIDERATION OF PROSPECTIVE INVESTORS IN THE PARTNERSHIP. DISTRIBUTION OR DISCLOSURE OF ANY OF THE CONTENTS OF THIS OFFERING MEMORANDUM WITHOUT THE PRIOR WRITTEN CONSENT OF THE GENERAL PARTNER IS PROHIBITED. EACH RECIPIENT HEREOF, BY ACCEPTING DELIVERY OF THIS OFFERING MEMORANDUM, AGREES TO PROMPTLY RETURN IT AND ALL RELATED MATERIALS TO THE GENERAL PARTNER IF SUCH RECIPIENT DOES NOT UNDERTAKE TO PURCHASE ANY INTERESTS. THE DELIVERY OF THIS OFFERING MEMORANDUM DOES NOT IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE ON THE COVER HEREOF. NO PERSON OTHER THAN THE GENERAL PARTNER HAS BEEN AUTHORIZED IN CONNECTION WITH THIS OFFERING TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN AS CONTAINED IN THIS OFFERING MEMORANDUM. THIS OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR OTHER JURISDICTION TO ANY PERSON OR ENTITY TO WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH STATE OR JURISDICTION. THE INTERESTS HAVE NOT BEEN RECOMMENDED BY ANY UNITED STATES FEDERAL OR STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE INTERESTS ARE SUBJECT TO THE RESTRICTIONS ON TRANSFERABILITY AND RESALE CONTAINED IN THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP (AS AMENDED OR RESTATED FROM TIME TO TIME, THE “PARTNERSHIP AGREEMENT”) AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE PARTNERSHIP AGREEMENT AND IN COMPLIANCE WITH THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF AN INVESTMENT FOR AN INDEFINITE PERIOD. CERTAIN STATEMENTS CONTAINED IN THIS OFFERING MEMORANDUM CONSTITUTE “FORWARD-LOOKING STATEMENTS,” WHICH CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS “MAY,” “WILL,” “SHOULD,” “EXPECT,” “ANTICIPATE,” “ESTIMATE,” “AIM,” “PROJECT,” “TARGET,” “INTEND,” “CONTINUE” OR “BELIEVE,” THE NEGATIVES THEREOF, OTHER VARIATIONS THEREON OR OTHER COMPARABLE TERMINOLOGY. DUE TO VARIOUS RISKS AND UNCERTAINTIES, INCLUDING THOSE LISTED HEREIN IN “IV. RISK FACTORS AND CONFLICTS OF INTEREST,” ACTUAL EVENTS OR RESULTS, OR THE ACTUAL PERFORMANCE OF THE PARTNERSHIP, MAY DIFFER MATERIALLY FROM WHAT IS REFLECTED OR CONTEMPLATED IN SUCH FORWARD- LOOKING STATEMENTS. AS USED HEREIN, “$” OR “DOLLARS” MEANS U.S. DOLLARS, AND “BUSINESS DAY” MEANS ANY DAY EXCEPT A SATURDAY, SUNDAY OR OTHER DAY ON WHICH COMMERCIAL BANKS IN NEW YORK CITY ARE AUTHORIZED BY LAW TO CLOSE. REFERENCES HEREIN TO “EXPERTISE,” ANY PARTY BEING AN “EXPERT,” OR AWARDS RECEIVED, DEGREES CONFERRED OR OTHER PARTICULAR SKILLSETS, ARE BASED SOLELY ON THE BELIEF OF THE GENERAL PARTNER AND ARE PROVIDED ONLY TO INDICATE PROFICIENCY AS COMPARED TO AN AVERAGE PERSON. SUCH REFERENCES IN NO WAY LIMIT THE EXCULPATION PROVISIONS AND RELATED STANDARD OF CARE AS MORE FULLY DESCRIBED HEREIN. SUCH REFERENCES SHOULD NOT BE CONSTRUED OR RELIED UPON AS AN INDICATION OF FUTURE PERFORMANCE OR OTHER FUTURE OUTCOMES. SIMILARLY, REFERENCES HEREIN TO “UNIQUE” AND SIMILAR EXPRESSIONS AND DERIVATIONS ARE ALSO BASED SOLELY ON THE BELIEF OF THE GENERAL PARTNER AND ARE NOT INTENDED TO REFER TO AN EXCLUSIVELY SINGULAR PRACTICE, BUT TO POSSESSING CHARACTERISTICS OF DISTINCTIVENESS NOT FOUND UNIVERSALLY IN THE MARKET. NOTWITHSTANDING ANY OTHER STATEMENT IN THIS OFFERING MEMORANDUM, THE GENERAL PARTNER, THE MANAGER AND THEIR RESPECTIVE AFFILIATES, ADVISORS, MEMBERS, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES AND PRINCIPALS AUTHORIZE EACH INVESTOR AND EACH INVESTOR’S EMPLOYEES, REPRESENTATIVES OR OTHER AGENTS, FROM AND AFTER THE COMMENCEMENT OF ANY DISCUSSIONS WITH ANY SUCH PARTY, TO DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE TAX TREATMENT AND TAX STRUCTURE OF THE PARTNERSHIP AND ANY TRANSACTION ENTERED INTO BY THE PARTNERSHIP AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) RELATING TO SUCH TAX TREATMENT OR TAX STRUCTURE THAT ARE PROVIDED TO SUCH INVESTOR, EXCEPT FOR ANY INFORMATION IDENTIFYING THE GENERAL PARTNER, THE MANAGER OR THEIR RESPECTIVE AFFILIATES, ADVISORS, MEMBERS, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES AND PRINCIPALS, THE INVESTORS, THE PARTNERSHIP, ANY FEEDER FUND, ANY INVESTOR IN ANY FEEDER FUND OR (EXCEPT TO THE EXTENT RELEVANT TO SUCH TAX STRUCTURE OR TAX TREATMENT) ANY NONPUBLIC COMMERCIAL OR FINANCIAL INFORMATION. TABLE OF CONTENTS PAGE I. OVERVIEW OF THE INVESTMENT PROGRAM ....................................................................... 1 II. MANAGEMENT ............................................................................................................................. 2 III. SUMMARY OF PRINCIPAL TERMS ........................................................................................... 4 IV. RISK FACTORS AND CONFLICTS OF INTEREST ...................................................................23 V. ADMINISTRATOR ........................................................................................................................57 VI. CERTAIN TAX AND REGULATORY CONSIDERATIONS .....................................................58 APPENDIX A: SELLING LEGENDS ....................................................................................................... A-1 i I. OVERVIEW OF THE INVESTMENT PROGRAM The following description of the investment strategy, program and process of SkyBridge Bitcoin Fund L.P. (the “Partnership”), a Delaware limited partnership, is general in nature and is not exhaustive. The Partnership’s investment strategy, program and process are proprietary. The Manager (as defined below) reserves the right to alter any investment program or process of the Partnership as deemed appropriate from time to time in its discretion without obtaining investor
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