SCRATCH CAPITAL

F O R M A D V P A R T 2 A D I S C L O S U R E B R O C H U R E Scratch Capital Office Address: 250 S. 5th St. Suite 680 Boise, ID 83702 Tel: 208-901-8018 Email: Drew@scratch-capital.com Website: www.scratch-capital.com March 17, 2026 This brochure provides information about the qualifications and business practices of Scratch Capital LLC dba Scratch Capital. Being registered as an investment adviser does not imply a certain level of skill or training. If you have any questions about the contents of this brochure, please contact us at 208-899-5108. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission, or by any state securities authority. A D D I T I O N A L I N F O R M A T I O N A B O U T S C R A T C H C A P I T A L L L C ( C R D # 3 1 8 8 3 5 ) I S A V A I L A B L E O N T H E S E C ’ S W E B S I T E A T W W W . A D V I S E R I N F O . S E C . G O V  Item 2: Material Changes Annual Update The Material Changes section of this brochure will be updated annually or when material changes occur since the previous release of the Firm Brochure. Material Changes since the Last Update No material changes have been made since the last filing on March 31, 2025. Full Brochure Available This Firm Brochure being delivered is the complete brochure for the Firm.  Item 3: Table of Contents Form ADV – Part 2A – Firm Brochure Item 1: Cover Page Item 2: Material Changes ..................................................................................................................... ii Annual Update...................................................................................................................................................................... ii Material Changes since the Last Update ................................................................................................................... ii Full Brochure Available ................................................................................................................................................... ii Item 3: Table of Contents ................................................................................................................... iii Item 4: Advisory Business ................................................................................................................... 1 Firm Description ................................................................................................................................................................. 1 Types of Advisory Services ............................................................................................................................................. 1 Client Tailored Services and Client Imposed Restrictions ................................................................................ 3 Wrap Fee Programs ........................................................................................................................................................... 3 Client Assets Under Management ................................................................................................................................ 3 Item 5: Fees and Compensation ........................................................................................................ 3 Method of Compensation and Fee Schedule ........................................................................................................... 3 Client Payment of Fees ..................................................................................................................................................... 7 Additional Client Fees Charged .................................................................................................................................... 7 Prepayment of Client Fees .............................................................................................................................................. 7 External Compensation for the Sale of Securities to Clients ............................................................................ 8 Item 6: Performance-Based Fees and Side-by-Side Management ........................................ 8 Sharing of Capital Gains ................................................................................................................................................... 8 Item 7: Types of Clients ........................................................................................................................ 8 Description ............................................................................................................................................................................ 8 Account Minimums ............................................................................................................................................................ 8 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss ................................ 8 Methods of Analysis ........................................................................................................................................................... 8 Investment Strategy .......................................................................................................................................................... 9 Security Specific Material Risks ................................................................................................................................... 9 Item 9: Disciplinary Information ...................................................................................................11 Criminal or Civil Actions ............................................................................................................................................... 11 Administrative Enforcement Proceedings ........................................................................................................... 11  Self- Regulatory Organization Enforcement Proceedings ............................................................................. 11 Item 10: Other Financial Industry Activities and Affiliations ..............................................11 Broker-Dealer or Representative Registration .................................................................................................. 11 Futures or Commodity Registration ........................................................................................................................ 12 Material Relationships Maintained by this Advisory Business and Conflicts of Interest ................ 12 Recommendations or Selections of Other Investment Advisors and Conflicts of Interest ............. 12 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ....................................................................................................................................................12 Code of Ethics Description ........................................................................................................................................... 12 Investment Recommendations Involving a Material Financial Interest and Conflict of Interest 13 Advisory Firm Purchase of Same Securities Recommended to Clients and Conflicts of Interest 13 Client Securities Recommendations or Trades and Concurrent Advisory Firm Securities Transactions and Conflicts of Interest.................................................................................................................... 13 Item 12: Brokerage Practices ..........................................................................................................14 Factors Used to Select Broker-Dealers for Client Transactions .................................................................. 14 Aggregating Securities Transactions for Client Accounts .............................................................................. 15 Item 13: Review of Accounts ............................................................................................................15 Schedule for Periodic Review of Client Accounts or Financial Plans and Advisory Persons Involved ............................................................................................................................................................................... 15 Review of Client Accounts on Non-Periodic Basis ............................................................................................ 15 Content of Client Provided Reports and Frequency ......................................................................................... 15 Item 14: Client Referrals and Other Compensation ................................................................15 Economic Benefits Provided to the Advisory Firm from External Sources and Conflicts of Interest ................................................................................................................................................................................. 15 Advisory Firm Payments for Client Referrals ..................................................................................................... 15 Item 15: Custody ...................................................................................................................................16 Account Statements ........................................................................................................................................................ 16 Item 16: Investment Discretion ......................................................................................................17 Discretionary Authority for Trading ....................................................................................................................... 17 Item 17: Voting Client Securities ....................................................................................................17 Proxy Votes......................................................................................................................................................................... 17 Item 18: Financial Information .......................................................................................................17 Balance Sheet..................................................................................................................................................................... 17  Financial Conditions Reasonably Likely to Impair Advisory Firm’s Ability to Meet Commitments to Clients .............................................................................................................................................................................. 17 Bankruptcy Petitions during the Past Ten Years ............................................................................................... 17 Brochure Supplement (Part 2B of Form ADV)............................................................................. 2 Principal Executive Officer – Andrew Lunt ............................................................................................................. 2 Item 2 - Educational Background and Business Experience ........................................................................... 2 Item 3 - Disciplinary Information ................................................................................................................................ 2 Item 4 - Other Business Activities ............................................................................................................................... 3 Item 5 - Additional Compensation .............................................................................................................................. 3 Item 6 - Supervision .......................................................................................................................................................... 3  Item 4: Advisory Business Firm Description Scratch Capital LLC dba Scratch Capital was founded in 2022. Andrew Lunt is 100% owner. Types of Advisory Services ASSET MANAGEMENT Scratch Capital offers discretionary asset management services to advisory Clients. Scratch Capital will offer Clients ongoing asset management services through determining individual investment goals, time horizons, objectives, and risk tolerance. Investment strategies, investment selection, asset allocation, portfolio monitoring and the overall investment program will be based on the above factors. The Client will authorize Scratch Capital discretionary authority to execute selected investment program transactions as stated within the Investment Advisory Agreement. When deemed appropriate for the Client, Scratch Capital may hire Sub-Advisors to manage all or a portion of the assets in the Client account. Scratch Capital has full discretion to hire and fire Sub-Advisors as we deem suitable. Sub-Advisors will maintain the models or investment strategies agreed upon between Sub-Advisor and Scratch Capital. Sub-Advisors execute trades on behalf of Scratch Capital in Client accounts. Scratch Capital will be responsible for the overall direct relationship with the Client. Scratch Capital retains the authority to terminate the Sub-Advisor relationship at Scratch Capital’s discretion. As part of the recommendations provided to Clients who have $480,000 or greater in assets managed by Scratch Capital, the Client will also receive ongoing financial planning. This may include but is not limited to a thorough review of all applicable topics such as Wills, Estate Plans and Trusts, Investments, Taxes, Qualified Plans, Insurance, Retirement Income, Social Security, and College Planning. If a conflict of interest exists between the interests of Scratch Capital and the interests of the Client, the Client is under no obligation to act upon Scratch Capital’s recommendation. If the Client elects to act on any of the recommendations, the Client is under no obligation to effect the transaction through Scratch Capital. This service will be provided at no additional cost to the Client. ASSETS HELD AWAY Scratch Capital uses a third party platform to facilitate management of held away assets such as defined contribution plan participant accounts, with discretion. The platform allows us to avoid being considered to have custody of Client funds since we do not have direct access to Client log-in credentials to affect trades. We are not affiliated with the platform in any way and receive no compensation from them for using their platform. A link will be provided to the Client allowing them to connect an account(s) to the platform. Once Client account(s) is connected to the platform, Scratch Capital will review the current account allocations. When deemed necessary, Scratch Capital will rebalance the account considering client investment goals and risk tolerance, and any change in allocations will consider current economic and market trends. The goal is to improve account performance over time, minimize loss during difficult markets, and manage internal fees that harm account performance. Client account(s) will be reviewed at least quarterly and allocation changes will be made as deemed necessary. - 1 -  FINANCIAL PLANNING AND CONSULTING A financial plan is designed to help the client with all aspects of financial planning. The financial plan may include, but is not limited to a net worth statement; a review of investment accounts; one or more retirement scenarios; and education planning with funding recommendations. Implementation of the recommendations is at the discretion of the client. If a conflict of interest exists between the interests of Scratch Capital and the interests of the Client, the Client is under no obligation to act upon Scratch Capital’s recommendation. If the Client elects to act on any of the recommendations, the Client is under no obligation to effect the transaction through Scratch Capital. Initial financial plans/recommendations will be completed and delivered inside of ninety (90) days contingent upon timely delivery of all required documentation. ERISA PLAN SERVICES Scratch Capital provides service to qualified retirement plans including 401(k) plans, 403(b) plans, pension and profit-sharing plans, cash balance plans, and deferred compensation plans as a 3(38) advisor: ERISA 3(38) Investment Manager. Scratch Capital can also act as an ERISA 3(38) Investment Manager in which it has discretionary management and control of a given retirement plan’s assets. Scratch Capital would then become solely responsible and liable for the selection, monitoring and replacement of the plan’s investment options. 1. Fiduciary Services are: • Scratch Capital has discretionary authority and will make the final decision regarding the initial selection, retention, removal and addition of investment options in accordance with the Plan’s investment policies and objectives. • Assist the Client with the selection of a broad range of investment options consistent with ERISA Section 404(c) and the regulations thereunder. • Assist the Client in the development of an investment policy statement (“IPS”). The IPS establishes the investment policies and objectives for the Plan. • Provide discretionary investment advice to the Plan Sponsor with respect to the selection of a qualified default investment option for participants who are automatically enrolled in the Plan or who have otherwise failed to make investment elections. The Client retains the sole responsibility to provide all notices to the Plan participants required under ERISA Section 404(c) (5). 2. Non-fiduciary Services are: • Assist in the education of Plan participants about general investment information and the investment options available to them under the Plan. Client understands the Scratch Capital’s assistance in education of the Plan participants shall be consistent with and within the scope of the Department of Labor’s definition of investment education (Department of Labor Interpretive Bulletin 96-1). As such, the Scratch Capital is not providing fiduciary advice as defined by ERISA to the Plan participants. Scratch Capital will not provide investment advice concerning the - 2 -  prudence of any investment option or combination of investment options for a particular participant or beneficiary under the Plan. • Assist in the group enrollment meetings designed to increase retirement plan participation among the employees and investment and financial understanding by the employees. Scratch Capital may provide these services or, alternatively, may arrange for the Plan’s other providers to offer these services, as agreed upon between Scratch Capital and Client. 3. Scratch Capital has no responsibility to provide services related to the following types of assets (“Excluded Assets”): • Employer securities; • Real estate (except for real estate funds or publicly traded REITs); • Participant loans; • Non-publicly traded partnership interests; • Other non-publicly traded securities or property (other than collective trusts and similar vehicles); or • Other hard-to-value or illiquid securities or property. Excluded Assets will not be included in calculation of Fees paid to the Adviser on the ERISA Agreement. Specific services will be outlined in detail to each plan in the 408(b)2 disclosure. Client Tailored Services and Client Imposed Restrictions The goals and objectives for each Client are documented in our Client files. Investment strategies are created that reflect the stated goals and objectives. Clients may impose restrictions on investing in certain securities or types of securities. Agreements may not be assigned without written Client consent. Wrap Fee Programs Scratch Capital does not sponsor any wrap fee programs. Client Assets Under Management Scratch Capital has the following assets under management: Discretionary Amounts: Non-discretionary Amounts: $230,052,827 $0 Date Calculated: December 31, 2025 Item 5: Fees and Compensation Method of Compensation and Fee Schedule ASSET MANAGEMENT Scratch Capital offers discretionary direct asset management services to advisory Clients. Scratch Capital charges an annual investment advisory fee based on the total assets under management as follows: - 3 -  Annual Fee 1.00% 0.80% 0.70% 0.60% 0.40% 0.25% Assets Under Management First $1,000,000 ($0-$1,000,000) Your next $1,500,000 ($1,000,000.01 - $2,500,000) Your next $2,500,000 ($2,500,000.01 - $5,000,000) Your next $5,000,000 ($5,000,000.01 - $10,000,000) Your next $20,000,000 $10,000,000.01 - $30,000,000.00 Subsequent amounts ($30,000,000.01+) This is a tiered/blended fee schedule, the asset management fee is calculated by applying different rates to different portions of the portfolio. Scratch Capital may group certain related Client accounts for the purposes of achieving the minimum account size and determining the annualized fee. Fees are calculated as follows for each fee tier outlined above: Tier value x [(Number of days in the month/365) x annual fee rate] = monthly fee. For example (31 day month): Client with $2,500,000 under management would pay $1,868.46 on a monthly basis. AUM Total Number of Days in Month/365 Annual Fee Rate First $1,000,000 x (.08493 x 1.0%) $849.30 Next $1,500,000 x (.08493 x 0.80%) $1,019.16 Grand total for the month $1,868.46 The annual fee is negotiable based upon certain criteria (e.g., historical relationship, type of assets, anticipated future earning capacity, anticipated future additional assets, dollar amounts of assets to be managed, related accounts, account composition, negotiations with Clients, etc.). For clients with assets of $480,000 or greater, financial planning services are included with asset management services. Fees are billed monthly in advance based on the amount of assets managed as of the close of business on the last business day of the previous month, and if applicable the agreed upon planning fee. For accounts open mid-month, billing will be charged in arrears based on the end of the initial month value. Scratch Capital may also utilize the services of a Sub-Advisor to manage Clients’ investment portfolios by executing a Sub-Advisor agreement with other registered investment advisor firms. When using Sub-Advisors, the client will pay additional fees depending on the account value, investment style and types of securities used. The sub-advisor fees will be disclosed to and acknowledged by the client in Scratch Capital’s Investment Advisory Agreement. The sub-advisor’s fees and the custodian’s fees are not included in the fees charged by Scratch Capital. Sub-Advisor directly deducts their portion of the fee separately from Scratch Capital. For accounts with Dimensional Fund Advisors LP (‘Dimensional’), - 4 -  Dimensional will pull their fees quarterly in arrears based on the average daily value of the account assets. Lower fees for comparable services may be available from other sources. Clients may terminate their account within five (5) business days of signing the Investment Advisory Agreement with no obligation and without penalty. After the initial five (5) business days, the agreement may be terminated by Scratch Capital with thirty (30) days written notice to Client and by the Client at any time with written notice to Scratch Capital. For accounts opened or closed mid-billing period, fees will be prorated based on the days services are provided during the given period. All unpaid earned fees will be due to Scratch Capital. Additionally, all unearned fees will be refunded to the Client. Client shall be given thirty (30) days prior written notice of any increase in fees. Any increase in fees will be acknowledged in writing by both parties before any increase in said fees occurs. ASSET HELD AWAY Scratch Capital offers discretionary direct asset management services to advisory Clients. Scratch Capital charges an annual investment advisory fee based on the total assets under management as follows: Annual Fee 1.00% 0.80% 0.70% 0.60% 0.40% 0.25% Assets Under Management First $1,000,000 ($0-$1,000,000) Your next $1,500,000 ($1,000,000.01 - $2,500,000) Your next $2,500,000 ($2,500,000.01 - $5,000,000) Your next $5,000,000 ($5,000,000.01 - $10,000,000) Your next $20,000,000 $10,000,000.01 - $30,000,000.00 Subsequent amounts ($30,000,000.01+) This is a tiered/blended fee schedule, the asset management fee is calculated by applying different rates to different portions of the portfolio. Scratch Capital may group certain related Client accounts for the purposes of achieving the minimum account size and determining the annualized fee. Fees are calculated as follows for each fee tier outlined above: Tier value x [(Number of days in the month/365) x annual fee rate] = monthly fee. For example (31 day month): Client with $2,500,000 under management would pay $1,868.46 on a monthly basis. AUM Total Number of Days in Month/365 Annual Fee Rate First $1,000,000 x (.08493 x 1.0%) $849.30 Next $1,500,000 x (.08493 x 0.80%) $1,019.16 Grand total for the month $1,868.46 - 5 -  The annual fee is negotiable based upon certain criteria (e.g., historical relationship, type of assets, anticipated future earning capacity, anticipated future additional assets, dollar amounts of assets to be managed, related accounts, account composition, negotiations with Clients, etc.). Fees are billed monthly in advance based on the amount of assets managed as of the close of business on the last business day of the previous month, and if applicable the agreed upon planning fee. For accounts open mid-month, billing will be charged in arrears based on the end of the initial month value. Lower fees for comparable services may be available from other sources. Clients may terminate their account within five (5) business days of signing the Investment Advisory Agreement with no obligation and without penalty. After the initial five (5) business days, the agreement may be terminated by Scratch Capital with thirty (30) days written notice to Client and by the Client at any time with written notice to Scratch Capital. For accounts opened or closed mid-billing period, fees will be prorated based on the days services are provided during the given period. All unpaid earned fees will be due to Scratch Capital. Additionally, all unearned fees will be refunded to the Client. Client shall be given thirty (30) days prior written notice of any increase in fees. Any increase in fees will be acknowledged in writing by both parties before any increase in said fees occurs. In addition to the fees paid to Scratch Capital, investments used in managing the Account may subject Client to additional fees. For example, mutual funds, index funds, exchange traded funds and private funds typically charge ongoing management fees and have other expenses for the operation of those funds. These fees should not be confused with “loads” or commissions. Scratch Capital does not receive any additional compensation, either directly or indirectly, from these investments. FINANCIAL PLANNING AND CONSULTING The fee for a financial plan is predicated upon the facts known at the start of the engagement. The fee range is $2,000 to $10,000 and is negotiable. Since financial planning is a discovery process, situations occur wherein the client is unaware of certain financial exposures or predicaments. In the event that the client’s situation is substantially different than disclosed at the initial meeting, a revised fee will be provided for mutual agreement. The client must approve the change of scope in advance of the additional work being performed when a fee increase is necessary. Fees for financial plans are billed monthly in advance. Client may cancel within five (5) business days of signing Agreement with no obligation and without penalty. If the Client cancels after five (5) business days, any unearned fees will be refunded to the Client, or any unpaid earned fees will be due to Scratch Capital. Refunds will be pro-rated based on the number of days services were provided in the month. ERISA PLAN SERVICES The annual fees are based on the market value of the Included Assets and will not exceed 1%. The annual fee is negotiable and may be charged as a percentage of the Included Assets or as a flat fee. Fees may be charged quarterly or monthly in arrears or in advance based on the assets as calculated by the custodian or record keeper of the Included Assets (without adjustments for anticipated withdrawals by Plan participants or other anticipated or - 6 -  scheduled transfers or distribution of assets). If the services to be provided start any time other than the first day of a quarter or month, the fee will be prorated based on the number of days remaining in the quarter or month. If this Agreement is terminated prior to the end of the billing cycle, Scratch Capital shall be entitled to a prorated fee based on the number of days during the fee period services were provided or Client will be due a prorated refund of fees for days services were not provided in the billing cycle. The fee schedule, which includes compensation of Scratch Capital for the services is described in detail in Schedule A of the ERISA Plan Agreement. The Plan is obligated to pay the fees, however the Plan Sponsor may elect to pay the fees. Client may elect to be billed directly or have fees deducted from Plan Assets. Scratch Capital does not reasonably expect to receive any additional compensation, directly or indirectly, for its services under this Agreement. If additional compensation is received, Scratch Capital will disclose this compensation, the services rendered, and the payer of compensation. Scratch Capital will offset the compensation against the fees agreed upon under the Agreement. Client Payment of Fees Fees for asset management services are deducted from a designated Client account to facilitate billing or they may pay Scratch Capital directly. The Client must consent in advance to direct debiting of their investment account. Fees for held away accounts will be billed: • Deducted from a non-qualified account managed by Scratch Capital. • Electronic Payment (fees will be paid via a third party payment processor in which the client will securely input payment information and pay the advisory fee through a secure portal. Scratch Capital will not have continuous access to the Client’s banking information.). Fees for financial plans will be billed: • Deducted from a non-qualified account managed by Scratch Capital • Electronic Payment (fees will be paid via a third party payment processor in which the client will securely input payment information and pay the advisory fee through a secure portal. Scratch Capital will not have continuous access to the Client’s banking information.) Fees for ERISA services will either be deducted from Plan assets or paid directly to Scratch Capital. The Client must consent in advance to direct debiting of their investment account. Additional Client Fees Charged Custodians may charge transaction fees other related costs on the purchases or sales of mutual funds, equities, bonds, options and exchange-traded funds. Mutual funds, money market funds and exchange-traded funds also charge internal management fees, which are disclosed in the fund’s prospectus. Scratch Capital does not receive any compensation from these fees. All of these fees are in addition to the management fee you pay to Scratch Capital. For more details on the brokerage practices, see Item 12 of this brochure. Prepayment of Client Fees Scratch Capital does not require any prepayment of fees of more than $1,200 per Client and six months or more in advance. - 7 -  Investment management fees are billed monthly in advance. Assets held away account fees are billed monthly in advance. Fees for financial plans are billed monthly in advance. Fees for ERISA 3(38) services may be billed in advance. If the Client cancels after five (5) business days, any unearned fees will be refunded to the Client, or any unpaid earned fees will be due to Scratch Capital. External Compensation for the Sale of Securities to Clients Scratch Capital does not receive any external compensation for the sale of securities to Clients, nor do any of the investment advisor representatives of Scratch Capital. Item 6: Performance-Based Fees and Side-by-Side Management Sharing of Capital Gains Fees are not based on a share of the capital gains or capital appreciation of managed securities. Scratch Capital does not use a performance-based fee structure because of the conflict of interest. Performance based compensation may create an incentive for Scratch Capital to recommend an investment that may carry a higher degree of risk to the Client. Item 7: Types of Clients Description Scratch Capital generally provides investment advice to individuals and high net worth individuals. Client relationships vary in scope and length of service. Account Minimums Scratch Capital does not require a minimum to open an account. Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis Security analysis methods may include fundamental analysis, technical analysis, charting, and cyclical analysis. Investing in securities involves risk of loss that Clients should be prepared to bear. Past performance is not a guarantee of future returns. Fundamental analysis concentrates on factors that determine a company’s value and expected future earnings. This strategy would normally encourage equity purchases in stocks that are undervalued or priced below their perceived value. The risk assumed is that the market will fail to reach expectations of perceived value. Technical analysis attempts to predict a future stock price or direction based on market trends. The assumption is that the market follows discernible patterns and if these patterns can be identified then a prediction can be made. The risk is that markets do not always follow patterns and relying solely on this method may not take into account new patterns that emerge over time. Charting analysis strategy involves using and comparing various charts to predict long and short term performance or market trends. The risk involved in using this method is that - 8 -  only past performance data is considered without using other methods to crosscheck data. Using charting analysis without other methods of analysis would be making the assumption that past performance will be indicative of future performance. This may not be the case. Cyclical analysis assumes that the markets react in cyclical patterns which, once identified, can be leveraged to provide performance. The risks with this strategy are twofold: 1) the markets do not always repeat cyclical patterns; and 2) if too many investors begin to implement this strategy, then it changes the very cycles these investors are trying to exploit. Investment Strategy The investment strategy for a specific Client is based upon the objectives stated by the Client during consultations. The Client may change these objectives at any time by providing written notice to Scratch Capital. Each Client executes a Client profile form or similar form that documents their objectives and their desired investment strategy. Security Specific Material Risks All investment programs have certain risks that are borne by the investor. Our investment approach constantly keeps the risk of loss in mind. Investors face the following investment risks and should discuss these risks with Scratch Capital: • Market Risk: The prices of securities in which clients invest may decline in response to certain events taking place around the world, including those directly involving the companies whose securities are owned by a fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate and commodity price fluctuations. Investors should have a long-term perspective and be able to tolerate potentially sharp declines in market value. • Interest-rate Risk: Fluctuations in interest rates may cause investment prices to fluctuate. For example, when interest rates rise, yields on existing bonds become less attractive, causing their market values to decline. • Inflation Risk: When any type of inflation is present, a dollar today will buy more than a dollar next year, because purchasing power is eroding at the rate of inflation. • Currency Risk: Overseas investments are subject to fluctuations in the value of the dollar against the currency of the investment’s originating country. This is also referred to as exchange rate risk. • Reinvestment Risk: This is the risk that future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e. interest rate). This primarily relates to fixed income securities. • Liquidity Risk: Liquidity is the ability to readily convert an investment into cash. Generally, assets are more liquid if many traders are interested in a standardized product. For example, Treasury Bills are highly liquid, while real estate properties are not. • Management Risk: The advisor’s investment approach may fail to produce the intended results. If the advisor’s assumptions regarding the performance of a specific asset class - 9 -  or fund are not realized in the expected time frame, the overall performance of the client’s portfolio may suffer. • Equity Risk: Equity securities tend to be more volatile than other investment choices. The value of an individual mutual fund or ETF can be more volatile than the market as a whole. This volatility affects the value of the client’s overall portfolio. Small- and mid- cap companies are subject to additional risks. Smaller companies may experience greater volatility, higher failure rates, more limited markets, product lines, financial resources, and less management experience than larger companies. Smaller companies may also have a lower trading volume, which may disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger companies. • Fixed Income Risk: The issuer of a fixed income security may not be able to make interest and principal payments when due. Generally, the lower the credit rating of a security, the greater the risk that the issuer will default on its obligation. If a rating agency gives a debt security a lower rating, the value of the debt security will decline because investors will demand a higher rate of return. As nominal interest rates rise, the value of fixed income securities held by a fund is likely to decrease. A nominal interest rate is the sum of a real interest rate and an expected inflation rate. • Investment Companies Risk: When a client invests in open end mutual funds or ETFs, the client indirectly bears their proportionate share of any fees and expenses payable directly by those funds. Therefore, the client will incur higher expenses, which may be duplicative. In addition, the client’s overall portfolio may be affected by losses of an underlying fund and the level of risk arising from the investment practices of an underlying fund (such as the use of derivatives). ETFs are also subject to the following risks: (i) an ETF’s shares may trade at a market price that is above or below their net asset value or (ii) trading of an ETF’s shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally. Adviser has no control over the risks taken by the underlying funds in which client invests. • Foreign Securities Risk: Funds in which clients invest may invest in foreign securities. Foreign securities are subject to additional risks not typically associated with investments in domestic securities. These risks may include, among others, currency risk, country risks (political, diplomatic, regional conflicts, terrorism, war, social and economic instability, currency devaluations and policies that have the effect of limiting or restricting foreign investment or the movement of assets), different trading practices, less government supervision, less publicly available information, limited trading markets and greater volatility. To the extent that underlying funds invest in issuers located in emerging markets, the risk may be heightened by political changes, changes in taxation, or currency controls that could adversely affect the values of these investments. Emerging markets have been more volatile than the markets of developed countries with more mature economies. • Long-term purchases: Long-term investments are those vehicles purchased with the intension of being held for more than one year. Typically the expectation of the - 10 -  investment is to increase in value so that it can eventually be sold for a profit. In addition, there may be an expectation for the investment to provide income. One of the biggest risks associated with long-term investments is volatility, the fluctuations in the financial markets that can cause investments to lose value. • Trading risk: Investing involves risk, including possible loss of principal. There is no assurance that the investment objective of any fund or investment will be achieved. • Foreign Investment Risk: Investments in foreign securities may be riskier than U.S. investments because of factors such as, unstable international, political and economic conditions, currency fluctuations, foreign controls on investment and currency exchange, foreign governmental control of some issuers, potential confiscatory taxation or nationalization of companies by foreign governments, withholding taxes, a lack of adequate company information, less liquid and more volatile exchanges and/or markets, ineffective or detrimental government regulation, varying accounting standards, political or economic factors that may severely limit business activities, and legal systems or market practices that may permit inequitable treatment of minority and/or non-domestic investors. Investments in emerging markets may involve these and other significant risks such as less mature economic structures and less developed and more thinly-traded securities markets. The risks associated with utilizing Sub-Advisors include: • Manager Risk o Sub-Advisor fails to execute the stated investment strategy. • Business Risk o Sub-Advisor has financial or regulatory problems. • The specific risks associated with the portfolios of the Sub-Advisor’s which is disclosed in the Sub-Advisor’s Form ADV Part 2. Item 9: Disciplinary Information Criminal or Civil Actions Scratch Capital and its management have not been involved in any criminal or civil action. Administrative Enforcement Proceedings Scratch Capital and its management have not been involved in administrative enforcement proceedings. Self- Regulatory Organization Enforcement Proceedings Scratch Capital and its management have not been involved in any self-regulatory organizational enforcement proceedings that are material to a Client’s or prospective Client’s evaluation of Scratch Capital or the integrity of its management. Item 10: Other Financial Industry Activities and Affiliations Broker-Dealer or Representative Registration Scratch Capital is not registered as a broker-dealer and no affiliated representatives of Scratch Capital are registered representatives of a broker-dealer. - 11 -  Futures or Commodity Registration Neither Scratch Capital nor its affiliated representatives are registered or have an application pending to register as a futures commission merchant, commodity pool operator, or a commodity trading advisor. Material Relationships Maintained by this Advisory Business and Conflicts of Interest Managing Member Andrew Lunt is the owner of Scratch Accounting Services LLC a tax/accounting services company. Approximately 5% of his time is spent on this activity. He will offer Clients services from this activity. By providing tax services, he may receive separate yet typical compensation. This practice represents a conflict of interest because it gives an incentive to recommend products and or services based on the compensation received. This conflict is mitigated by disclosures, procedures and the firm’s fiduciary obligation to place the best interest of the Client first and the Clients are not required to purchase any products and or services. Clients have the option to purchase these services through a tax services provider of their choosing. Andrew Lunt is the owner of Lunt Ventures LLC. Less than 5% of his time is spent on this activity. Since there will be no crossover clients, this is not a conflict of interest. Recommendations or Selections of Other Investment Advisors and Conflicts of Interest Scratch Capital may also utilize the services of a Sub-Advisor to manage Clients’ investment portfolios. Sub-Advisors will maintain the models or investment strategies agreed upon between Sub-Advisor and Scratch Capital. Sub-Advisors execute all trades on behalf of Scratch Capital in Client accounts. Scratch Capital will be responsible for the overall direct relationship with the Client. Scratch Capital retains the authority to terminate the Sub- Advisor relationship at Scratch Capital’s discretion. In addition to the authority granted to Scratch Capital, Clients will grant Scratch Capital full discretionary authority and authorizes Scratch Capital to select and appoint one or more independent investment advisors (“Advisors”) to provide investment advisory services to Client without prior consultation with or the prior consent of Client. Such Advisors shall have all of the same authority relating to the management of Client’s investment accounts as is granted to Scratch Capital in the Agreement. In addition, at Scratch Capital’s discretion, Scratch Capital may grant such Advisors full authority to further delegate such discretionary investment authority to additional Advisors. Scratch Capital ensures that before selecting other advisors for Client that the other advisors are properly licensed or registered as an investment advisor. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics Description include employees and/or The affiliated persons (affiliated persons independent contractors) of Scratch Capital have committed to a Code of Ethics (“Code”). The purpose of our Code is to set forth standards of conduct expected of Scratch Capital affiliated persons and addresses conflicts that may arise. The Code defines acceptable behavior for affiliated persons of Scratch Capital. The Code reflects Scratch Capital and its supervised persons’ responsibility to act in the best interest of their Client. - 12 -  One area which the Code addresses is when affiliated persons buy or sell securities for their personal accounts and how to mitigate any conflict of interest with our Clients. We do not allow any affiliated persons to use non-public material information for their personal profit or to use internal research for their personal benefit in conflict with the benefit to our Clients. Scratch Capital’s policy prohibits any person from acting upon or otherwise misusing non- public or inside information. No advisory representative or other affiliated person, officer or director of Scratch Capital may recommend any transaction in a security or its derivative to advisory Clients or engage in personal securities transactions for a security or its derivatives if the advisory representative possesses material, non-public information regarding the security. Scratch Capital’s Code is based on the guiding principle that the interests of the Client are our top priority. Scratch Capital’s officers, directors, advisors, and other affiliated persons have a fiduciary duty to our Clients and must diligently perform that duty to maintain the complete trust and confidence of our Clients. When a conflict arises, it is our obligation to put the Client’s interests over the interests of either affiliated persons or the company. The Code applies to “access” persons. “Access” persons are affiliated persons who have access to non-public information regarding any Clients' purchase or sale of securities, or non-public information regarding the portfolio holdings of any reportable fund, who are involved in making securities recommendations to Clients, or who have access to such recommendations that are non-public. Scratch Capital will provide a copy of the Code of Ethics to any Client or prospective Client upon request. Investment Recommendations Involving a Material Financial Interest and Conflict of Interest Scratch Capital and its affiliated persons do not recommend to Clients securities in which we have a material financial interest. Advisory Firm Purchase of Same Securities Recommended to Clients and Conflicts of Interest Scratch Capital and its affiliated persons may buy or sell securities that are also held by Clients. In order to mitigate conflicts of interest such as trading ahead of Client transactions, affiliated persons are required to disclose all reportable securities transactions as well as provide Scratch Capital with copies of their brokerage statements. The Chief Compliance Officer of Scratch Capital is Andrew Lunt. He reviews all trades of the affiliated persons each quarter. The personal trading reviews ensure that the personal trading of affiliated persons does not affect the markets and that Clients of the firm receive preferential treatment over associated persons’ transactions. Client Securities Recommendations or Trades and Concurrent Advisory Firm Securities Transactions and Conflicts of Interest Scratch Capital does not have a material financial interest in any securities being recommended. However, affiliated persons may buy or sell securities at the same time they buy or sell securities for Clients. In order to mitigate conflicts of interest such as front - 13 -  running, affiliated persons are required to disclose all reportable securities transactions as well as provide Scratch Capital with copies of their brokerage statements. The Chief Compliance Officer of Scratch Capital is Andrew Lunt. He reviews all trades of the affiliated persons each quarter. The personal trading reviews ensure that the personal trading of affiliated persons does not affect the markets and that Clients of the firm receive preferential treatment over associated persons’ transactions. Item 12: Brokerage Practices Factors Used to Select Broker-Dealers for Client Transactions Scratch Capital will require the use of a particular broker-dealer based on their duty to seek best execution for the client, meaning they have an obligation to obtain the most favorable terms for a client under the circumstances. The determination of what may constitute best execution and price in the execution of a securities transaction by a broker involves a number of considerations and is subjective. Factors affecting brokerage selection include the overall direct net economic result to the portfolios, the efficiency with which the transaction is affected, the ability to effect the transaction where a large block is involved, the operational facilities of the broker-dealer, the value of an ongoing relationship with such broker and the financial strength and stability of the broker. Scratch Capital will select appropriate brokers based on a number of factors including but not limited to their relatively low transaction fees and reporting ability. Scratch Capital relies on its broker to provide its execution services at the best prices available. Lower fees for comparable services may be available from other sources. Clients pay for any and all custodial fees in addition to the advisory fee charged by Scratch Capital. Scratch Capital does not receive any portion of the trading fees. Scratch Capital will require the use of Charles Schwab & Co., Inc. or Altruist. • Research and Other Soft Dollar Benefits The Securities and Exchange Commission defines soft dollar practices as arrangement under which products or services other than execution services are obtained by Scratch Capital from or through a broker-dealer in exchange for directing Client transactions to the broker-dealer. Although Scratch Capital has no formal soft dollar arrangements, Scratch Capital may receive products, research and/or other services from custodians or broker-dealers connected to client transactions or “soft dollar benefits”. As permitted by Section 28(e) of the Securities Exchange Act of 1934, Scratch Capital receives economic benefits as a result of commissions generated from securities transactions by the custodian or broker- dealer from the accounts of Scratch Capital. Scratch Capital cannot ensure that a particular client will benefit from soft dollars or the client’s transactions paid for the soft dollar benefits. Scratch Capital does not seek to proportionately allocate benefits to client accounts to any soft dollar benefits generated by the accounts. A conflict of interest exists when Scratch Capital receives soft dollars which could result in higher commissions charged to Clients. This conflict is mitigated by the fact that Scratch Capital has a fiduciary responsibility to act in the best interest of its Clients and the services received are beneficial to all Clients. • Brokerage for Client Referrals - 14 -  Scratch Capital does not receive client referrals from any custodian or third party in exchange for using that broker-dealer or third party. • Directed Brokerage Scratch Capital does not allow directed brokerage accounts. Aggregating Securities Transactions for Client Accounts Scratch Capital is authorized in its discretion to aggregate purchases and sales and other transactions made for the account with purchases and sales and transactions in the same securities for other Clients of Scratch Capital. All Clients participating in the aggregated order shall receive an average share price with all other transaction costs shared on a pro- rated basis. If aggregation if not allowed or infeasible and individual transactions occur (e.g., withdrawal or liquidation requests, odd-lot trades, etc.) an account may potentially be assessed higher costs or less favorable prices than those where aggregation has occurred. Item 13: Review of Accounts Schedule for Periodic Review of Client Accounts or Financial Plans and Advisory Persons Involved Account reviews are performed quarterly by the Chief Compliance Officer of Scratch Capital, Andrew Lunt. Account reviews are performed more frequently when market conditions dictate. Reviews of Client accounts include, but are not limited to, a review of Client documented risk tolerance, adherence to account objectives, investment time horizon, and suitability criteria, reviewing target allocations of each asset class to identify if there is an opportunity for rebalancing, and reviewing accounts for tax loss harvesting opportunities. Financial plans generated are updated as requested by the Client and pursuant to a new or amended agreement, Scratch Capital suggests updating at least annually. Review of Client Accounts on Non-Periodic Basis Other conditions that may trigger a review of Clients’ accounts are changes in the tax laws, new investment information, and changes in a Client's own situation. Content of Client Provided Reports and Frequency Clients receive written account statements no less than monthly for managed accounts. Account statements are issued by Scratch Capital’s custodian. Client receives confirmations of each transaction in account from custodian and an additional statement during any month in which a transaction occurs. Performance reports will be provided by Scratch Capital at least quarterly to Clients with assets under management. Item 14: Client Referrals and Other Compensation Economic Benefits Provided to the Advisory Firm from External Sources and Conflicts of Interest Scratch Capital receives additional economic benefits from external sources as described above in Item 12. Advisory Firm Payments for Client Referrals Scratch Capital may enter into agreements with unaffiliated organizations that refer Clients to Scratch Capital in exchange for compensation. All such agreements will be in writing and - 15 -  comply with the requirements of Federal and/or State regulation. If a Client is introduced to Scratch Capital by such an organization, Scratch Capital may pay that organization a fee. While the specific terms of each agreement may differ, generally, the compensation will be based upon a flat fee per lead. Any such fee shall be paid solely by Scratch Capital and shall not result in any additional charge to the Client. Each prospective Client who is referred to Scratch Capital under such an arrangement will receive a copy of this brochure and a separate written disclosure document disclosing the nature of the relationship between the organization and Scratch Capital. The organization is required to obtain the Client’s signature acknowledging receipt of Scratch Capital’s disclosure brochure and the organization’s written disclosure statement. . Item 15: Custody Account Statements All assets are held at qualified custodians, which means the custodians provide account statements directly to Clients at their address of record at least quarterly. Clients are urged to carefully compare the account statements received directly from their custodians. Scratch Capital is deemed to have limited custody solely because advisory fees are directly deducted from Client’s accounts by the custodian on behalf of Scratch Capital. Scratch Capital is also deemed to have limited custody due to its Third-Party Standing Letters of Authorization (“SLOA”). Scratch Capital and its qualified custodian meet the following seven (7) conditions in order to avoid maintaining full custody and be subject to the surprise exam requirement: 1. The Client provides an instruction to the qualified custodian, in writing, that includes the Client’s signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed. 2. The Client authorizes Scratch Capital, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time. 3. The Client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the Client’s authorization and provides a transfer of funds notice to the Client promptly after each transfer. 4. The Client has the ability to terminate or change the instruction to the Client’s qualified custodian. 5. Scratch Capital has no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party contained in the Client’s instruction. 6. Scratch Capital maintains records showing that the third party is not a related party nor located at the same address as Scratch Capital. 7. The Client’s qualified custodian sends the Client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. - 16 -  Item 16: Investment Discretion Discretionary Authority for Trading Scratch Capital requires discretionary authority to manage securities accounts on behalf of Clients. Scratch Capital has the authority to determine, without obtaining specific Client consent, the securities to be bought or sold, and the amount of the securities to be bought or sold. Scratch Capital allows Clients to place certain restrictions, as outlined in the Client’s Investment Policy Statement or similar document. These restrictions must be provided to Scratch Capital in writing. The Client approves the custodian to be used and the commission rates paid to the custodian. Scratch Capital does not receive any portion of the transaction fees or commissions paid by the Client to the custodian. Item 17: Voting Client Securities Proxy Votes Scratch Capital does not vote proxies on securities. Clients are expected to vote their own proxies. The Client will receive their proxies directly from the custodian of their account or from a transfer agent. When assistance on voting proxies is requested, Scratch Capital will provide recommendations to the Client. If a conflict of interest exists, it will be disclosed to the Client. If the Client requires assistance or has questions, they can reach out to the investment advisor representatives of the firm at the contact information on the cover page of this document. Item 18: Financial Information Balance Sheet A balance sheet is not required to be provided to Clients because Scratch Capital does not serve as a custodian for Client funds or securities and Scratch Capital does not require prepayment of fees of more than $1,200 per Client and six months or more in advance. Financial Conditions Reasonably Likely to Impair Advisory Firm’s Ability to Meet Commitments to Clients Scratch Capital has no condition that is reasonably likely to impair our ability to meet contractual commitments to our Clients. Bankruptcy Petitions during the Past Ten Years Scratch Capital has not had any bankruptcy petitions in the last ten years. - 17 -  - 1 -