Wealthspring Capital LLC

Wealthspring Capital LLC Firm Brochure - Form ADV Part 2A This brochure provides information about the qualifications and business practices of Wealthspring Capital LLC. If you have any questions about the contents of this brochure, please contact us at (914) 419-2207 or by email at: ir@wealthspringcapital.com. 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. Additional information about Wealthspring Capital LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. Wealthspring Capital LLC’s CRD number is: 301040. 2 Westchester Park Drive, Suite 108 West Harrison, NY 10604 (914) 419-2207 ir@wealthspringcapital.com https://wealthspringcapital.com Registration as an investment adviser does not imply a certain level of skill or training. Version Date: 05/21/2026 i  Item 2: Material Changes The material changes in this brochure, since the last annual updating amendment of this brochure on March 24, 2025, are described below. This brochure discloses that: 1. The annual management fee of the Wealthspring Openly S/C LLC (the “Openly Fund” or the “Fund”), which was previously payable quarterly in arrears, is now payable annually in arrears; the performance fee structure remains unchanged. 2. WSC offers a synthetic lending strategy utilizing exchange-listed index options (known as short SPX box spreads) that allows clients to obtain fixed-rate liquidity using marginable securities in their brokerage accounts as collateral. ii  Item 3: Table of Contents Item 1: Cover Page Item 2: Material Changes ....................................................................................................................................... ii Item 3: Table of Contents ...................................................................................................................................... iii Item 4: Advisory Business ......................................................................................................................................2 Item 5: Fees and Compensation .............................................................................................................................4 Item 6: Performance-Based Fees and Side-By-Side Management ....................................................................6 Item 7: Types of Clients ..........................................................................................................................................6 Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss ...............................................................7 Item 9: Disciplinary Information .........................................................................................................................13 Item 10: Other Financial Industry Activities and Affiliations .........................................................................13 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ...............14 Item 12: Brokerage Practices ................................................................................................................................14 Item 13: Review of Accounts ................................................................................................................................17 Item 14: Client Referrals and Other Compensation ..........................................................................................17 Item 15: Custody ....................................................................................................................................................17 Item 16: Investment Discretion ............................................................................................................................18 Item 17: Voting Client Securities (Proxy Voting) ..............................................................................................18 Item 18: Financial Information .............................................................................................................................19 iii  Item 4: Advisory Business Wealthspring Capital LLC (hereinafter “WSC”) is a Limited Liability Company organized in the State of New York. The firm was formed in February 2019, and the principal owner is Matthew Simpson. Management Services WSC offers ongoing investment advisory services that are generally limited to the investment strategy documented in the Investment Guidelines that are provided to each client. There are two main strategies offered by WSC: 1) investments in special purpose acquisition companies (“SPACs”) and 2) investments in structured notes. WSC also manages accounts that are invested exclusively in U.S. Treasury Bills. In addition, WSC offers a synthetic lending strategy utilizing exchange-listed index options (known as short SPX box spreads) that allows clients to obtain fixed-rate liquidity using marginable securities in their brokerage accounts as collateral. Clients engage WSC on a discretionary basis, limited to the trading of box spread option positions and WSC determines the size of each box spread transaction, selects option expiration dates, and enters into replacement positions as existing options expire. The size of the box spread determines the amount of liquidity generated through the strategy, while the option expiration dates may affect the strategy’s sensitivity to changes in interest rates and market value fluctuations. The strategy is intended to function as an alternative to more traditional loans. WSC primarily offers accounts on a discretionary basis where it selects securities and executes transactions without permission from the client prior to each transaction. WSC does not typically offer accounts on a non-discretionary basis (where it identifies and presents securities to the client for approval before executing transactions) but may make limited exceptions on a case-by-case basis. The exception to this is in the synthetic lending strategy, where WSC’s discretionary authority is limited to the trading of box spread options and WSC does not have discretionary authority over any other securities or investments held in these accounts. WSC has the discretion to limit the total amount of assets it will manage in the SPAC strategy due to any reason, including any perceived or actual scarcity of investment opportunities. Sub-Advisory Relationships WSC provides investment advisory services directly to clients, referred to herein as “direct clients”, or through sub-advisory relationships with third-party investment advisers. With respect to sub-advisory relationships, the third-party investment advisor is WSC’s client and is responsible for determining if WSC’s investment strategy is suitable for the underlying clients, based on the underlying clients’ financial circumstances, investment objectives, risk tolerance, liquidity needs, and any other factors that may be appropriate to such determination. Such underlying clients are referred to herein as “indirect clients”. The investment strategy for indirect clients is documented in the Investment Guidelines that are provided to each third-party investment adviser. 2  Services Limited to Specific Types of Investments WSC generally limits its investment advice to SPACs and their components (common share, warrant, and unit), structured notes, U.S. Treasury Bills, and exchange-listed S&P 500 index (“SPX”) options. WSC may also use other types of investments from time to time, such as mutual funds, interval funds and ETFs. Investment advice with respect to any other types of investments will typically be agreed upon in writing with the client prior to execution but is not currently WSC’s standard practice. Clients may impose reasonable restrictions on investing in certain securities or types of securities, but if the restrictions prevent WSC from properly servicing the client account, or if the restrictions would require WSC to deviate from its standard suite of services, WSC reserves the right to end, or not enter, the relationship. Any client requests to tailor an investment strategy to the individual needs of the client are considered on a case-by-case basis and would typically be documented in a client’s Investment Guidelines. Private Fund Management WSC also provides investment management services to one private fund, Wealthspring Openly S/C LLC (the “Openly Fund” or the “Fund”), in its capacity as the Manager of this Fund. The Openly Fund is a private fund organized solely to invest in offered notes of Bonito Re Ltd. (“Bonito Openly”). Bonito Openly is a special purpose insurer sponsored by Openly Incorporated Cell Captive Insurance Company of North Carolina (“Openly Captive”). All discussions of the Openly Fund in this brochure are qualified in their entirety by reference to the Fund’s governing documents. Investors in the Fund should refer to the Fund’s governing documents for a full description of the terms, investment objectives and risks of the Fund. Assets Under Management WSC has the following assets under management: Discretionary Amounts Non-discretionary Amounts Date Calculated $ 514,983,003 $ 0 December 31, 2025 3  Item 5: Fees and Compensation Investment Advisory Fees For strategies other than the synthetic lending strategy: WSC charges an annual blended fee, quarterly in arrears, based on assets under management as shown below. The annual fee is typically based on an average of the daily balance in the client's account throughout the billing quarter, including cash and cash equivalents. Amount Subject to Fee (Per Client Basis)1 Annual Fee First $500,000 0.70% $500,001 through $5,000,000 0.60% Over $5,000,001 0.50% For example, a client with an average daily value of $1,000,000 in assets under management throughout the billing quarter would be subject to the following quarterly fee: First $500,000 billed at .70% = $3,500/4 quarters = $875 Next $500,000 billed at .60% = $3,000/4 quarters = $750 Total quarterly fee = $875 + $750 = $1,625 WSC’s fees are generally negotiable, and the final fee schedule will be memorialized in the client’s advisory agreement or sub-advisory agreement in the case of indirect clients. Further, upon request, WSC may aggregate the assets of related accounts (e.g., accounts of family members living in the same household) to reach lower advisory fee breakpoints. In addition, WSC has the right to waive/reduce any client fees, including fees charged on cash and cash equivalents and on assets managed outside of the firm’s main investment strategies, and will consider the aggregate assets under management under a sub-advisory agreement when making this determination. This can result in similarly situated clients paying different investment advisory fees. Because investment advisory fees can differ among clients, WSC could be inclined to give more time and attention to (or otherwise favor) accounts paying a higher fee. WSC has written procedures contained in the Compliance Manual and Code of Ethics that are intended to ensure that clients are treated fairly. In addition, WSC waives fees for certain employees and their family members of certain third-party investment advisers with whom WSC has a sub-advisory relationship. This creates an incentive for these individuals to invest their clients' assets with WSC. WSC does not offer performance-based fees to new clients, although some existing qualified clients pay a 20.00% performance fee based on capital appreciation in lieu of the investment advisory fee indicated above in accordance with their investment management agreement. If the client's portfolio rises in value, the client will pay 20.00% on that increase in value, but if the 1 With respect to indirect clients, the blended fee breakpoints are based on the asset under management for each indirect client and not the aggregate assets under management under the sub-advisory agreement. 4  portfolio drops in value, the client will not incur a new performance fee until the portfolio reaches the last highest value, adjusted for withdrawals and deposits, which is generally known as a “high water mark.” Some performance fees are subject to a hurdle rate of return as disclosed in the client’s advisory agreement. The performance fee for an account subject to a hurdle rate of return is based on capital appreciation above the SPDR® Bloomberg Barclays 1-3 Month T-Bill ETF return. The high-water mark is the highest value of the client’s account on the last day of any previous quarter, after accounting for the client’s deposits or withdrawals for each billing period. Asset-based and performance-based investment advisory fees are withdrawn directly from the client's accounts with client's written authorization on a quarterly basis. On a limited basis, such quarterly fees are invoiced and billed directly to the client. Clients may terminate the agreement by providing written notice within five business days, unless a longer period is stipulated in the investment management agreement or in another form of writing. Clients must pay the prorated fee for the billing period in which the termination occurs, up to and including the day of termination. For indirect clients in the structured notes strategy, if a third-party investment advisor or indirect client terminates their agreement with respect to the indirect client’s account on or before the first anniversary of the establishment of such account, the third-party investment adviser shall pay or cause to be paid to WSC the costs and advisory time expended in identifying and executing the investments. WSC shall provide a calculation of such costs, not to exceed a sum equal to 0.25% of the assets under management of the account on the day prior to the notice of termination. WSC has the right however to waive/reduce this fee. For the synthetic lending strategy: WSC charges an annual fee based on the absolute value of the short box spread options held in the account at maturity. If the absolute value of the short box spread options held in the account at maturity is less than $500,000, then the annual fee is 0.55% (55 basis points) of the absolute value. If the absolute value of the short box spread options held in the account at maturity is $500,000 or more, then the annual fee is 0.30% (30 basis points) of the absolute value. The annual fee is charged quarterly in arrears. For example, a client with a value of short box spread options held in the account at maturity of ($400,000), WSC will calculate the fee using $400,000 and the client would be subject to the following quarterly fee: $400,000 billed at .55% = $2,200/4 quarters = $550 For example, a client with a value of short box spread options held in the account at maturity of ($1,000,000), WSC will calculate the fee using $1,000,000 and the client would be subject to the following quarterly fee: $1,000,000 billed at .30% = $3,000/4 quarters = $750 WSC’s fees are generally negotiable, and the final fee schedule will be memorialized in the client’s advisory agreement or sub-advisory agreement in the case of indirect clients. In addition, WSC has the right to waive/reduce any client fees Investment advisory fees are withdrawn directly from the client's accounts with client's written authorization on a quarterly basis. On a limited basis, such quarterly fees are invoiced and billed directly to the client. Clients may terminate the agreement by providing written notice within five business days, unless a longer period is stipulated in the investment management agreement or 5  in another form of writing. Clients must pay the prorated fee for the billing period in which the termination occurs, up to and including the day of termination. Client Responsibility For Third Party Fees Clients are responsible for the payment of all third-party fees (e.g., custodian fees, brokerage fees, mutual fund fees, and other transaction fees). Further, in addition to WSC’s fees, indirect clients are typically responsible for paying an advisory fee to their third-party investment adviser. These fees are separate and distinct from the fees and expenses charged by WSC, and WSC does not receive any portion of these other fees. Please see Item 12 of this brochure regarding brokerage. Private Fund Management Fees Investors in the Openly Fund pay WSC either an annual management fee based on the net asset value of the Fund’s investment in Bonito Openly, payable annually in arrears, or a performance fee, subject to a hurdle, payable annually in arrears. WSC will provide each investor with details of all Openly Fund expenses which shall include, without limitation, accounting, tax returns, bookkeeping, legal and other commercially standard expenses. Payments of the management fee and Openly Fund expenses are deducted from each investor’s capital account. WSC maintains the right to waive all or a portion of its management fee with respect to any investor in the Openly Fund. The term of the Openly Fund is set forth in the Fund’s governing documents and investors are generally restricted from withdrawing their investment in the Fund or from transferring such interests to a different party. Investors should refer to the Openly Fund’s governing documents for information regarding such limitations as well as the fees paid by the Fund. Item 6: Performance-Based Fees and Side-By-Side Management WSC manages accounts that are billed asset-based fees or performance-based fees. Managing both types of accounts at the same time presents a conflict of interest because WSC and/or its employees have an incentive to favor accounts for which WSC receives a performance-based fee. WSC addresses this conflict by establishing practices with respect to the allocation of investment opportunities that are designed to prevent clients from being systematically advantaged or disadvantaged due to the presence or absence of performance-based fees. In other words, the allocations for an initial public offering (“IPO”) and secondary offering are determined without consideration of the fee type of each client. In addition, clients paying a performance-based fee should be aware that investment advisers have an incentive to invest in riskier investments when paid a performance-based fee due to the higher risk/higher reward attributes. Item 7: Types of Clients WSC generally offers advisory services to the following types of clients:  Individuals  High-Net-Worth Individuals  Corporations or Business Entities  Pension and Profit-Sharing Plans 6   Charitable Organizations  Other Investment Advisers  Private Funds WSC typically requires an account minimum of $250,000 in the SPAC strategy and $500,000 in the structured notes strategy and accounts that are invested exclusively in U.S. Treasury Bills. The account minimums may be waived by WSC in its discretion but, for accounts in the main strategies, will typically not be less than a minimum of $100,000. For the synthetic lending strategy, WSC typically requires a minimum value of $500,000 of eligible marginable collateral The value minimums may be waived by WSC in its discretion. Additionally, each account containing short box spreads may require additional requirements, such as acceptance of the custodian’s margin and option application agreements. Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss Investment Types WSC primarily invests in SPACs, structured products, and U.S. Treasury Bills, and exchange- listed S&P 500 index (“SPX”) options, and may use other investments such as mutual funds, interval funds and ETFs. Due to the limited types of investments recommended by WSC, client portfolios will lack diversification, which increases risk. Special Purpose Acquisition Companies (“SPACs”): A SPAC is a public company created for the sole purpose of raising capital through an IPO in order to acquire an operating business. An investment in a SPAC is subject to a variety of risks, including that: (i) a 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; (ii) an attractive acquisition or merger target may not be identified at all, and the SPAC will be required to return any remaining monies to shareholders, less amounts expended during the search; (iii) any proposed merger or acquisition may be unable to obtain the requisite approval, if any, of SPAC shareholders; (iv) an acquisition or merger once effected may prove unsuccessful and an investment in the SPAC may lose value; (v) the warrants or other rights with respect to the SPAC may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; (vi) a SPAC may be the target of fraud that could cause substantial losses to SPAC investors; (vii) investors may be delayed in receiving any redemption or liquidation proceeds from a SPAC to which they are entitled; (viii) an investment in a 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; (ix) no, or only a thinly traded, market for shares of or interests in a SPAC may develop, leaving investors unable to sell their interests in a SPAC or to sell their interests only at a price below what WSC believes is the SPAC interest’s intrinsic value; (x) the actions undertaken by SPACs may be subject to greater regulatory scrutiny, potentially raising costs; and (xi) the values of investments in SPACs may be highly volatile and may depreciate significantly over time. Structured Notes: Structured notes are securities issued by financial institutions whose returns are based on, among other things, equity indexes, a single equity security, a basket of equity securities, interest rates, commodities, and/or foreign currencies. Thus, an investor’s return is “linked” to the performance of a reference asset or index. Structured notes have a fixed maturity and include two components – a bond component and an embedded derivative. Investing in 7  structured notes includes specific risks such as market risk, liquidity risk, credit risk, call risk and tax considerations. The price an investor will pay for a structured note at issuance will likely be higher than the fair value of the structured note on the date of issuance. After issuance, structured notes may not be re-sold on a daily basis and thus may be difficult to value given their complexity. An investor’s ability to trade or sell structured notes in a secondary market is often very limited as structured notes (other than exchange-traded notes known as ETNs) are not listed for trading on security exchanges. As a result, the only potential buyer for an investor’s structured note may be the issuing financial institution’s broker-dealer affiliate or the broker-dealer distributor of the structured note. In addition, issuers often specifically disclaim their intention to repurchase or make markets in the notes they issue. An investor should, therefore, be prepared to hold a structured note to its maturity date, or risk selling the note at a discount to its value at the time of sale. Structured notes may have complicated payoff structures that can make it difficult for an investor to accurately assess their value, risk and potential for growth through the term of the structured note. Determining the performance of each note can be complex and this calculation can vary significantly from note to note depending on the structure. Notes can be structured in a wide variety of ways. Payoff structures can be leveraged, inverse, or inverse-leveraged, which may result in larger returns or losses for investors. Structured notes are unsecured debt obligations of the issuer, meaning that the issuer is obligated to make payments on the notes as promised. These promises, including any principal protection, are only as good as the financial health of the structured note issuer. If the structured note issuer defaults on these obligations, investors may lose some, or all, of the principal amount they invested in the structured notes as well as any other payments that may be due on the structured notes. Some structured notes have “call provisions” that allow the issuer, at its sole discretion, to redeem the note before it matures at a price that may be above, below or equal to the face value of the structured note. If the issuer “calls” the structured note, investors may not be able to reinvest their money at the same rate of return provided by the structured note that the issuer redeemed. The tax treatment of structured notes is complicated and, in some cases, uncertain. Before purchasing any structured note, an investor may wish to consult with a tax advisor. Investors also should read the applicable tax risk disclosures in the prospectuses and other offering documents of any structured note they are considering purchasing. U.S. Treasury Bills: Market interest rates and bond prices generally move in opposite directions. This means that when market interest rates rise, prices of fixed-rate bonds fall. This is known as “interest rate risk”, and applies to all bonds, even to those that are insured or guaranteed by the U.S. government. When the U.S. government guarantees a bond, it guarantees that it will make interest payments on the bond on time and that it will pay the principal in full when the bond matures. The U.S. government does not guarantee the market price or value of the bond if it is sold before it matures. This is because the market price or value of the bond can change over time based on several factors, including market interest rates. Mutual Funds: Investing in mutual funds carries the risk of capital loss and thus an investor may lose money investing in mutual funds. All mutual funds have costs that lower investment returns. The funds can be of bond “fixed income” nature (lower risk) or stock “equity” nature. Interval Funds: An interval fund is a closed-end mutual fund that doesn’t trade on an exchange and only allows investors to redeem shares periodically in limited quantities. Since interval funds cannot be sold whenever an investor wants out, investors are subject to liquidity risk. Investing 8  in interval funds also carries the risk of capital loss and thus an investor may lose money investing in interval funds. All interval funds have costs that lower investment returns. Exchange Traded Funds (ETFs): An ETF is an investment fund traded on stock exchanges, similar to stocks. Investing in ETFs carries the risk of capital loss (sometimes up to a 100% loss in the case of a stock holding bankruptcy). Areas of concern include the lack of transparency in products and increasing complexity, conflicts of interest and the possibility of inadequate regulatory compliance. Box Spread Options Strategy: A box spread is an options strategy that combines a bull call spread and a bear put spread using four exchange-listed SPX index option positions to create a predetermined payoff at a future expiration date. The strategy is designed to minimize exposure to directional market movements and functions similarly to a synthetic fixed-rate financing arrangement. Methods of Analysis and Investment Strategies WSC may hold an investment position for an extended period of item (i.e., “long-term trading”) or engage in short-term trading. Long-term trading is designed to capture market rates of both return and risk. Due to its nature, long-term trading can expose clients to various types of risk that will typically surface at various intervals during the time the client owns the investments. These risks include but are not limited to inflation (purchasing power) risk, interest rate risk, economic risk, market risk, and political/regulatory risk. Short-term trading risks include liquidity, economic stability, and inflation, in addition to the long-term trading risks listed above. Frequent trading can affect investment performance, particularly through increased brokerage and other transaction costs and taxes. SPAC positions are typically either sold on a best-efforts basis prior to expiration of the issuer redemption option or sold back to the issuer via the exercise of the redemption option. From time to time, issuers may request an extension of time in order to complete an acquisition. Provided there is a corresponding increase in time of the issuer redemption option and WSC deems the terms of the requested extension to be economically favorable, WSC may choose to participate in such extensions. Warrants and rights will generally be sold by expiration of issuer redemption option but may be held for up-to 60 days post redemption option. Structured note positions are expected to be held to maturity, subject to call provisions which may exist. Clients select the types of notes that are permitted in their accounts. The options are principal protected growth notes, hard buffer growth notes or a combination of both. Principal protected growth notes provide principal protection from losses in the underlying asset at maturity of the note and may include pre-determined leverage and a cap on returns. Hard buffer growth notes are similar to principal protected growth notes with the main difference being that the note is principal protected from losses in the underlying asset at maturity of the note down to a pre-determined level. The client would be exposed to any losses beyond that level. The synthetic lending strategy uses a box spread which is an options strategy that combines a bull call spread and a bear put spread using four exchange-listed SPX index option positions to create a predetermined payoff at a future expiration date. The strategy is designed to minimize exposure to directional market movements and functions similarly to a synthetic fixed-rate financing arrangement. The options utilized in the strategy are European-style index options that are centrally cleared through the Options Clearing Corporation (“OCC”). Although the strategy is intended to have limited directional market exposure when executed as intended, it involves 9  material risks, including options risk, margin risk, liquidity risk, execution risk, interest rate risk, tax risk, valuation risk, and the risk of forced liquidation of collateral. Material Risks Involved Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. Options are contracts that give the buyer the right, but not the obligation, to buy (call option) or sell (put option) an underlying security at a specified price (strike price) before or at expiration. An uncovered option is a type of options contract that is not backed by an offsetting position that would help mitigate risk. The risk for a “naked” or uncovered put is not unlimited, but can still be significant, whereas the potential loss for an uncovered call option is limitless. Spread option positions entail buying and selling multiple options on the same underlying security, but with different strike prices or expiration dates, which helps limit the risk of other option trading strategies. Option transactions also involve risks including but not limited to economic risk, market risk, sector risk, idiosyncratic risk, political/regulatory risk, inflation (purchasing power) risk and interest rate risk. Idiosyncratic risk is also known as unsystematic risk and is the risk specific to a particular company, industry, or asset, rather than the broader market. It arises from factors such as management decisions, competitive positioning, regulatory changes, or operational disruptions. Unlike systematic risk, which affects all investments to some degree, idiosyncratic risk can be mitigated through diversification by holding a broad portfolio of assets. Warrants and Rights are derivatives that give the right, but not the obligation, to buy or sell a security at a certain price before expiration. Investments in warrants and rights involve certain risks, including, without limitation, the following: (i) the possible lack of a liquid secondary market for resale; (ii) volatility in value and potential price fluctuations as a result of speculation or other factors; and (iii) the failure of the price of the underlying security to reach, or have reasonable prospects of reaching, a level at which the warrant can be prudently exercised. Inflation Risk, also known as Purchasing Power Risk, is risk that arises from the decline in value of securities cash flow due to inflation, which is measured in terms of purchasing power. Only certain types of floating rate securities, such as Treasury Inflation-Protected Securities (“TIPS”) offer protection against this risk by adjusting their interest payments in response to rising rates. All other bonds expose the investor to this risk because the interest rate is fixed for the life of the bond. Interest Rate Risk is the risk that an investment’s value will change due to a change in the absolute level of interest rates, in the spread between two rates, in the shape of the yield curve, or in any other interest rate relationship. Such changes usually affect securities inversely and can be reduced by diversifying (investing in fixed-income securities with different durations) or hedging (such as through an interest rate swap). Economic Risk is the chance that macroeconomic conditions like exchange rates, government regulation, or political stability will affect an investment. Market Risk is the possibility of investors experiencing losses due to factors that affect the overall performance of the financial markets in which they are involved. Market risk, also called “systematic risk” cannot be eliminated through diversification, though it can be hedged against. Sources of market risk include recessions, political turmoil, changes in interest rates, natural disasters and terrorist attacks. 10  Political Risk is the risk that an investment’s returns could suffer as a result of political changes or instability in a country. Instability affecting investment returns could stem from a change in government, legislative bodies, other foreign policy makers or military control. Political risk is also known as “geopolitical risk” and becomes more of a factor as the time horizon of an investment gets longer. Regulatory Risk is the risk that a change in laws and regulations will materially impact a security, business, sector or market. A change in laws or regulations made by the government or a regulatory body can increase the costs of operating a business, reduce the attractiveness of an investment, or change the competitive landscape. Non-U.S. securities present certain risks such as currency fluctuation, political and economic change, social unrest, changes in government regulation, differences in accounting and the lesser degree of accurate public information available. Liquidity Risk is how easily an investment can be bought or sold. An investor’s ability to sell securities may be limited by market and other conditions, and it may take longer for the investor to realize returns than originally anticipated. Contractual Risk is the risk that a counterparty will fail to meet its obligations to an investor. If an issuer were to fail to honor its contractual obligations, it could have a negative impact on an investment’s performance, and the investor may be responsible for bearing the costs of seeking injunctive and/or legal relief against the issuer. Valuation Risk is the risk that the valuation determined by WSC for private investments does not accurately reflect the value realized if the investment were sold. When issuers are small capitalization companies characterized by financial uncertainty, information about them on which to base valuation judgments is often less readily available than is information about other securities and their issuers. If an issuer’s financial condition were to deteriorate, accurate financial and business information could become even more limited or entirely unavailable. There can be no assurance that the valuation of investments will accurately reflect the value the investor could realize if it were to sell the securities. Any inaccuracies could cause the investor to experience significant losses. Regulatory Compliance Risk of issuer is the risk associated with an issuer of securities not complying with regulatory requirements. In addition, regulations may be enacted, or SEC actions may be taken, that affect the investor’s ability to obtain liquidity or to profit from the investment. Cybersecurity Risk is the probability of exposure or loss resulting from a cyber-attack or data breach at an organization. Although WSC takes measures to decrease the risks associated with a cybersecurity event, the computer systems, networks and devices used by WSC and its service providers potentially can be breached. A client could be negatively impacted as a result of a cybersecurity breach. A cybersecurity breach could result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information of clients. A cybersecurity breach may also cause disruptions and impact business operations potentially resulting in a financial loss to a client. Global instability, natural disasters, geopolitical tensions, terrorist attacks, and the threat of a global pandemic may adversely affect the performance of the global economy. These effects include market volatility, market and business uncertainty and closures, supply chain and travel interruptions, the need for employees and vendors to work at external locations, and extensive 11  medical absences. This may result in long-term effects on the United States and worldwide financial markets and may cause further economic uncertainties in the United States and worldwide. WSC cannot predict the effects of significant future events on the global economy and securities markets. A similar disruption of the financial markets could impact interest rates, credit risk, inflation and other factors. WSC has policies and procedures to address known situations, but not all events that could affect its business and/or the markets can be determined and addressed in advance. Risks Related to an Investment in The Openly Fund An investment in the Openly Fund is speculative, involves a high degree of risk and is suitable only for persons of substantial means who have no need for liquidity with respect to their investment and can bear such risks, including the risk of losing their entire investment. The risks set forth below may not be completely exhaustive or inclusive and investors should make an independent investigation and evaluation of the risks and potential profitability of an investment in the Openly Fund. Investors in the Fund should refer to the Fund’s governing documents for a full description of the terms, investment objectives and risks of the Fund. Dependence on the Manager: The Fund’s success depends on the skill and acumen of WSC, and investors have no right to participate in the management of the Fund. Limited Operating History. The Openly Fund is a recently formed entity that has no operating history upon which investors may evaluate the Fund’s future performance. In addition, although WSC and its employees may have some experience with investments that are similar to the type(s) the Openly Fund intends to make, any prior performance of WSC is not necessarily indicative of results that may be achieved with respect to the Fund. As such, there can be no assurances that the Fund will be able to implement its investment strategy or achieve its investment objective with respect to Bonito Openly. No Assurance of a Favorable Return on the Fund’s Investment: Since the Fund will make only one investment, which will involve a high degree of risk, poor performance of the investment in Bonito Openly could severely affect the total returns to investors. Further, the investment is highly illiquid, and there can be no assurance that the Fund will be able to realize a sale or other disposition on such investment in a timely manner. Limited Liquidity: An investment in the Fund is illiquid. There is no, nor should investors expect that there will be any, liquid, active, or secondary market with respect to an investment in the Fund. Investors may not be able to liquidate their investment in the time period they desire. Investors are not permitted to withdraw from the Fund and receive their capital back. Further, a transfer of such investment generally may not occur without the approval of WSC. Risks Related to the Synthetic Lending Strategy Options Risk: The strategy utilizes exchange-listed options, which are complex financial instruments that may be affected by changes in market conditions, volatility, interest rates, and other factors. Improper execution, unexpected market events, or pricing inefficiencies may result in losses or outcomes different from those anticipated. Margin Risk: The strategy relies on the use of margin and may require clients to maintain minimum collateral levels within their brokerage accounts. A decline in account value or increase in margin requirements may result in a margin call requiring clients to deposit additional funds or securities. 12  Liquidity Risk: Although SPX options are generally actively traded, market disruptions or reduced trading activity may limit the ability to enter, exit, or adjust positions at favorable prices or in a timely manner. Execution Risk: The effectiveness of the strategy depends on the proper execution of multiple related option transactions. Delays, trading errors, system failures, or unfavorable market movements during execution may negatively impact strategy performance. Interest Rate Risk: The value and pricing of box spreads are influenced by prevailing interest rates. Changes in interest rates may affect the implied financing cost, market value, and performance of the strategy. Tax Risk: The tax treatment of options transactions and related strategies can be complex and may change over time. Clients should consult their tax advisers regarding the federal, state, local, and foreign tax consequences associated with the strategy. Valuation Risk: The market value of option positions may fluctuate prior to expiration based on market conditions, interest rates, volatility, liquidity, and other factors. As a result, account valuations may vary over the life of the strategy. Risk of Forced Liquidation of Collateral: If account values decline or margin requirements are not satisfied, the client’s custodian may liquidate securities or other assets held in the account without prior notice to satisfy margin obligations, potentially resulting in substantial losses or adverse tax consequences. Item 9: Disciplinary Information WSC and its employees do not have disciplinary events to report. Item 10: Other Financial Industry Activities and Affiliations WSC has an arrangement to compensate Vision 4 Fund Distributors LLC (‘’V4FD”) and its representatives (the “Promoter”) for client referrals. Compensation is: 1) a percentage of the advisory fee paid to WSC by the referred client and/or 2) an advisory fee waiver by WSC, to the extent the Promoter is also a client of WSC. Due to this compensation, the Promoter has an incentive to recommend WSC, resulting in a material conflict of interest. As previously noted, WSC provides investment management services to the Openly Fund, in its capacity as the Manager of this Fund. WSC solicited investments in this Fund from certain of its investment advisory clients. Because certain WSC employees are also investors in the Openly Fund and/or indirectly benefit since an investment management fee is paid by the Openly Fund to WSC, WSC and such employees have a material conflict of interest in soliciting such investments due to their economic interests in the Openly Fund and/or its Manager, WSC. It is noted that this conflict of interest also exists due to Matthew Simpson having a small equity investment in a related party of Openly Captive. WSC notes, however, that the offering of an investment in this Fund to certain investment advisory clients was not made as part of the ongoing investment advisory services provided by WSC to such clients under WSC’s investment management agreements. 13  Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading WSC has a written Code of Ethics that covers various areas, including: Prohibited Purchases and Sales, Insider Trading, Personal Securities Transactions, Exempted Transactions, Prohibited Activities, Conflicts of Interest, Gifts and Entertainment, Confidentiality, Service on a Board of Directors, Compliance Procedures, Compliance with Laws and Regulations, Procedures and Reporting, Certification of Compliance, Reporting Violations, Compliance Officer Duties, Training and Education, Recordkeeping, Annual Review, and Sanctions. WSC’s Code of Ethics is available free upon request to any client or prospective client. WSC and its employees buy or sell for themselves the same securities (or related securities, e.g., warrants) that they also recommend to clients. In addition, WSC and its employees buy or sell securities for clients at or about the same time that they buy or sell securities for their own accounts. Such transactions create a conflict of interest. For example, this practice can provide an opportunity for employees of WSC to buy or sell the same securities before or after recommending the same securities to clients, resulting in employees profiting from the recommendations they provide to clients. WSC has controls to ensure that employees do not engage in trading that disadvantages clients. For example, IPOs are not allocated to employee accounts managed by WSC. In addition, employees must obtain approval prior to investing in SPACs and IPOs in accounts not managed by WSC. Further, if an employee account managed by WSC participates in an aggregate transaction with other client accounts, such account will receive the same price as that received by other WSC client accounts that participate in the aggregate transaction. Please see Item 12 of this brochure for a description of aggregate transactions. See Item 10 of this brochure for a description of the services provided by WSC to the Openly Fund, in its capacity as the Manager of this Fund, and any related conflicts of interest. Clients have the right to report any potential securities law violations to the Securities and Exchange Commission or other regulatory authorities, despite any confidentiality obligations they may have with WSC. Nothing in our agreements or policies is intended to restrict a client from communicating directly with the SEC, participating in the SEC’s whistleblower program, or receiving any associated awards. WSC does not require prior notice or approval for such reporting and strictly prohibits any form of retaliation against clients who make good faith disclosures to regulators. Item 12: Brokerage Practices Factors Considered in Recommending Brokers WSC primarily recommends and requires that client accounts use the custodial and brokerage services of Charles Schwab & Co., Inc. (“Schwab”), although WSC will accommodate a client’s use of the following custodian brokers: JPMorgan Chase Bank, N.A., Fidelity Brokerage Services LLC and Pershing Advisor Solutions LLC. For the SPAC strategy and for accounts that are invested exclusively in U.S. Treasury Bills, WSC primarily executes trades through the client’s custodian broker. However, if executing a transaction with the custodian broker does not allow WSC to participate in an investment opportunity or WSC determines that the custodian broker is not providing the most favorable 14  execution, WSC may “step-out” the transaction to a different executing broker. For the structured notes strategy, WSC will typically “step out” transactions to a different executing broker and not effect transactions through the custodian brokers. Not all investment advisers require that their clients use the custodial and/or brokerage services of a limited number of firms and when primarily using a client’s custodian broker to execute transactions, WSC could be unable to achieve the most favorable execution of client transactions. In addition, the commissions and transaction fees charged by a client’s custodian broker may be higher (or lower) than what other brokers charge and this practice could cost clients more money. WSC does not permit clients to direct brokerage. Brokers are recommended and utilized by WSC based on its duty to seek “best execution,” which is the obligation to seek the execution of securities transactions for a client on the most favorable terms for the client under the circumstances. In seeking “best execution” however, clients will not necessarily pay the lowest commission or commission equivalent, and WSC may consider other factors, such as a broker’s market expertise, access to block trading, and access to IPOs. Further, for indirect clients, the commissions, transaction and custody fees charged by the custodian broker are negotiated by the third-party investment advisers and not by WSC. In addition, WSC receives economic benefits from brokers that benefit WSC but may not benefit clients. These benefits include the following products and services (provided without cost or at a discount): receipt of duplicate client statements and confirmations; research related products and tools; access to a trading desk; access to block trading (which provides the ability to aggregate securities transactions for execution and then allocate the appropriate shares to client accounts); the ability to have WSC’s fees deducted directly from client accounts; access to an electronic communications network for client order entry and account information; cybersecurity training, and; corporate action services. The benefits received by WSC do not depend on the amount of brokerage directed to the broker. As part of its fiduciary duty to clients, WSC endeavors at all times to put the interests of its clients first. Clients should be aware, however, that the receipt of economic benefits in and of itself creates a conflict of interest and may indirectly influence WSC’s recommendation and/or use of a broker. Synthetic Lending Strategy The synthetic lending strategy requires clients to maintain brokerage accounts with custodians or broker-dealers that support margin borrowing, options trading approval, trading in SPX European-style index options, and, in certain cases, multi-leg options execution capabilities. Not all custodians or broker-dealers support these features, and clients may be required to utilize specific service providers in order to implement the strategy. The effectiveness and cost of the strategy may be materially impacted by the capabilities and operational practices of the client’s custodian or broker-dealer, including execution quality, trading platform functionality, availability of multi-leg order execution, prevailing bid/ask spreads, market liquidity, margin requirements, and the ability to efficiently execute and maintain options positions. Differences among custodians or broker-dealers may adversely affect pricing, transaction costs, account performance, and the overall success of the strategy. Aggregate Transactions If WSC buys or sells the same securities on behalf of more than one client during the day, then it may (but is under no obligation to) aggregate or bunch such transactions into a single transaction 15  for multiple clients in order to seek more favorable prices, lower brokerage commissions, or more efficient execution. In an aggregate transaction, securities will be allocated to the participating clients at average prices and transaction costs. If WSC does not aggregate transactions when it has the opportunity to do so, clients could pay higher prices and brokerage costs. This opportunity does not present itself when investment decisions are made independent of one another, in which case, WSC could execute client transactions on the same day in the same security but at different prices. In addition, unless WSC determines that it is in its clients’ best interests to engage in “step out” trades, WSC is only able to aggregate trades of clients using the same custodian broker. Allocation It is WSC’s policy to allocate investment opportunities and transactions it identifies as being appropriate and prudent, including IPOs and other investment opportunities that might have a limited supply, among its clients on a fair and equitable basis over time. Should a limited investment opportunity exist, WSC will typically allocate the opportunity based on a number of factors, including the percentage and amount of cash held in a client’s portfolio relative to WSC’s other clients. This means that clients with a lower percentage or amount of cash in their accounts, relative to other clients (including proprietary accounts of WSC’s owners or related persons, which may be larger and have more available cash), will likely not participate in the investment opportunity. This also means that larger clients will more frequently participate in limited investment opportunities. For the participating clients, the trader has full discretion to determine each client’s allocation, which may (or may not) be pro rata based on the size of the client’s account and exclude de minimis allocations. Additionally, accounts with known upcoming withdrawals are generally excluded from such investment opportunities until after the withdrawal is complete. In the case of structured notes, opportunities are limited by the client’s decision to invest in principal protected growth notes, hard buffer growth notes or both. Client accounts are invested in notes over time to vary the maturity dates and other investment terms of the notes. Cross Trades A “cross trade” occurs when an investment adviser effects a trade between two or more of its advisory clients’ accounts. WSC may determine that a cross trade is in the best interests of certain clients for a variety of reasons, including, without limitation, liquidity requests or to rebalance the portfolios of the clients. If WSC decides to engage in a cross trade, it will effect such cross trades in the open market through a broker-dealer who determines the respective purchase and sale price based on the market. The execution of such cross trade, however, is not guaranteed (i.e., the broker-dealer does not have an obligation to sell the purchased security to a WSC client). WSC will only arrange for a cross trade if the trade is in the best interests of each client involved and take steps to ensure that the transaction is consistent with WSC’s duty to seek best execution. Trade Errors As part of WSC's fiduciary duty, the firm is responsible for identifying and correcting trade errors promptly once they are discovered. Error trades are allocated away from client accounts and to the custodian’s error account where they are corrected. Trade errors and their corrections can lead to either losses or gains and the treatment of the losses and gains is determined by each custodian’s policy. Losses either require WSC to fund the loss immediately or at the end of the quarter following an offset with gains. Gains will require WSC to donate the gain to charity 16  immediately, at the end of the quarter following an offset with gains; alternatively, gains can remain in the account for future offset. Item 13: Review of Accounts All SPAC strategy client accounts are reviewed at least weekly by the risk committee which is led by Matthew Simpson, Managing Member. The reviews include an evaluation of the overall exposure and specific investment concentrations of SPAC strategy client portfolios. In addition, Michael James Mayer, Chief Operating Officer & Chief Compliance Officer, reviews client accounts on an ongoing basis with regard to WSC’s and clients’ respective Investment Guidelines. For the SPAC strategy, WSC provides each client with a written report, typically annually, detailing client account holdings, market value, terminal trust value and implied terminal value. In the case of sub-advisory relationships, the reports are provided to the third-party investment advisors, who may then provide them to indirect clients at their discretion. For the structured notes strategy, WSC reviews accounts at least quarterly with regard to WSC’s and clients’ respective Investment Guidelines. The review is conducted by Michael James Mayer, Chief Operating Officer & Chief Compliance Officer. For this strategy, WSC provides a written report, typically quarterly, that includes various metrics with respect to the client’s portfolio. For accounts that are invested exclusively in U.S. Treasury Bills, WSC reviews accounts at least quarterly with regard to WSC’s and clients’ respective Investment Guidelines. The review is conducted by Michael James Mayer, Chief Operating Officer & Chief Compliance Officer. WSC does not currently provide regular written reports with respect to this strategy. For the synthetic lending strategy, WSC reviews accounts at least quarterly with regard to WSC’s and clients’ respective Investment Guidelines. The review is conducted by Michael James Mayer, Chief Operating Officer & Chief Compliance Officer. WSC does not currently provide regular written reports with respect to this strategy. Item 14: Client Referrals and Other Compensation As disclosed in Item 10, WSC compensates V4FD and its representatives in return for client referrals. As disclosed in Item 12, WSC receives economic benefits from the custodian brokers it recommends to clients. Item 15: Custody When advisory fees are deducted directly from a client account at a client's custodian, WSC is deemed to have limited custody of the client's assets and must have written authorization from the client to do so. Clients will receive account statements directly from their custodian(s) and should carefully review those statements for accuracy and compare such statements with those they receive from WSC. WSC is also deemed to have custody of the assets of the Openly Fund, as Manager of this Fund, and intends to comply with the relevant custody requirements applicable to registered investment advisers. 17  Item 16: Investment Discretion WSC provides discretionary investment advisory services to clients. The investment advisory agreement established with each client sets forth the discretionary authority for trading. Where investment discretion is granted, WSC generally manages the client’s account and makes investment decisions without consulting the client as to when the securities are to be bought/sold for the account, the total amount of the securities to be bought/sold, the securities to buy/sell, or the price per share. Scope of Authority & Risk Disclosure: Synthetic Lending Strategy For clients participating in the synthetic lending strategy, WSC’s discretionary authority is strictly limited to managing and trading box spread option positions within the account. WSC does not provide advice, make recommendations, or exercise discretionary authority over any other securities or investments in the accounts of this strategy. All other assets remain under the sole responsibility, control, and direction of the client. Clients are entirely responsible for selecting and managing your collateral assets. As discussed in Item 8 of this brochure, if these assets decline or margin requirements are not satisfied, the client’s custodian may liquidate securities or other assets held in the account without prior notice to satisfy margin obligations, potentially resulting in substantial losses or adverse tax consequences. As described in Item 4 of this brochure, under certain circumstances, clients may impose reasonable restrictions on investing in certain securities or types of securities. Item 17: Voting Client Securities (Proxy Voting) For clients participating in strategies other than the synthetic lending strategy, WSC acknowledges its fiduciary obligation to vote proxies on behalf of those clients that have delegated to it, or for which it is deemed to have, proxy voting authority. WSC’s risk committee will vote proxies on behalf of a client solely in the best interest of the relevant client, following WSC’s standard guidelines. However, because proxy proposals and individual company facts and circumstances may vary, WSC may deviate from its standard guidelines on a case-by-case basis. WSC may also abstain from voting if, based on factors such as expense or difficulty of exercise, it determines that a client’s interests are better served by abstaining. If a proxy proposal presents a conflict of interest between WSC and a client, WSC will take measures to address the conflict, which can include voting in accordance with its standard guidelines or delegating the voting decisions to an independent third party. To the extent required by the investment management agreement, WSC will also disclose any conflicts of interest to its client and obtain client permission to proceed with the vote prior to voting client proxies that involve a conflict of interest. Clients cannot otherwise direct WSC on how to vote on a particular solicitation. Clients may obtain a complete copy of the proxy voting policies and procedures by contacting WSC in writing and requesting such information. Each client may also request, by contacting WSC in writing, information concerning the manner in which proxy votes were cast with respect to portfolio securities held by the relevant client. 18  WSC will, to the extent it has the authority to deal with class action claims, do so on a case-by- case basis. If WSC does not have authority to deal with class action claims for a client, it will forward any class action claims it receives to the client. For clients participating in the synthetic lending strategy, WSC does not accept authority to vote proxies on behalf of clients. Clients are responsible for directing their own proxy voting decisions and will receive proxy materials and other shareholder communications directly from the account custodian or issuer Item 18: Financial Information WSC does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance, and therefore is not required to include a balance sheet with this brochure. Neither WSC nor its management have any financial condition that is likely to reasonably impair WSC’s ability to meet contractual commitments to clients. In addition, WSC has not been the subject of a bankruptcy petition in the last ten years. 19