Important Notice
The information contained in these Disclosures is provided for transparency and investor protection purposes. You are strongly encouraged to read this document in its entirety before making any inquiry or decision regarding ZB Capital. Investment in trading operations involves significant risk, including the possible loss of principal. ZB Capital does not guarantee any specific financial outcome.
1. Nature of ZB Capital and Regulatory Status
ZB Capital S.R.L. is a private limited liability company incorporated under Italian law, with registered office at Via Sant'Antonio di Padova 34, 00138, Rome, Italy. ZB Capital is not a bank, is not a licensed investment firm or portfolio management company within the meaning of Directive 2014/65/EU (MiFID II), and is not registered as an Alternative Investment Fund Manager (AIFM) under Directive 2011/61/EU.
ZB Capital currently operates pursuant to Italian private placement exemptions applicable to the direct placement of participatory quotas of an S.R.L. to a limited number of identified investors. This structure is distinct from regulated collective investment schemes and does not constitute a public offering.
It is ZB Capital's stated long-term objective to obtain full MiFID II authorisation and to register as a regulated European fund manager. This objective is described in ZB Capital's five-year business plan and is not a present fact. There can be no assurance that such authorisation will be obtained within any particular timeframe or at all.
2. Investment Risk Disclosure
Participation in ZB Capital's trading operations involves substantial risk. Prospective investors should carefully consider the following risk factors before making any decision:
Capital Loss Risk
Trading in financial markets, including derivatives, equities, commodities, and currency instruments, involves the risk of partial or total loss of invested capital. There is no capital guarantee or capital protection mechanism in place. You should only invest capital that you can afford to lose entirely.
Performance Risk
Past performance of any trading strategy, including any results attributable to ZB Capital's founders or personnel, is not indicative of, and provides no guarantee of, future results. Statistical edge observed in historical data or live trading may diminish, disappear, or reverse due to changes in market conditions, liquidity, regulation, or competition.
Liquidity Risk
Investments in ZB Capital are illiquid. There is no secondary market for participation quotas. Investors should be prepared to commit capital for the full intended duration of their participation, with exit subject to the terms of their individual agreement.
Operational Risk
ZB Capital is an early-stage company. Operational risks include — but are not limited to — technology failure, key-person dependency, execution errors, counterparty risk with brokers and custodians, and the risk that stated operational plans or growth targets are not achieved.
Market and Leverage Risk
ZB Capital's strategies may involve the use of leverage and derivatives. Leveraged trading amplifies both potential gains and potential losses. Market volatility, gaps, and illiquidity can result in losses exceeding initial exposure in certain instruments.
Regulatory and Legal Risk
Changes in applicable law, tax treatment, or regulatory requirements in Italy or any other relevant jurisdiction may adversely affect ZB Capital's operations, structure, or the rights of investors. ZB Capital's ability to operate under private placement exemptions is subject to applicable conditions that must be maintained at all times.
Concentration Risk
ZB Capital operates with a capped total capital under management of €2,000,000. This concentration may limit diversification and may expose the fund to greater volatility than a larger, more diversified operation.
3. No Investment Advice
Nothing on this website, in any communication from ZB Capital, or in any document provided by ZB Capital constitutes personalised investment advice within the meaning of MiFID II or the Italian Testo Unico della Finanza (Legislative Decree 58/1998). ZB Capital is not authorised to provide regulated investment advice.
Prospective investors are strongly encouraged to seek independent legal, financial, and tax advice appropriate to their personal circumstances before committing to any investment. ZB Capital and its representatives cannot be held liable for any decision taken on the basis of information published on this website or communicated by ZB Capital.
4. Forward-Looking Statements
Certain statements on this website and in ZB Capital's communications may constitute forward-looking statements, including projections of returns, growth targets, fund size objectives, and regulatory milestones. These statements are based on ZB Capital's current expectations, assumptions, and analysis of market conditions, and are subject to material uncertainty.
Forward-looking statements are not guarantees of future performance. Actual results may differ materially from those expressed or implied. ZB Capital undertakes no obligation to update forward-looking statements in the event of new information, future events, or changed circumstances, except to the extent required by applicable law.
Any reference to target annual returns, win rates, or compounding projections is illustrative and based on historical or modelled data. It does not represent a commitment or guarantee by ZB Capital.
5. Track Record Disclosure
References to a "verified track record" on this website relate to the personal trading history of ZB Capital's founding members, conducted prior to or independently of ZB Capital S.R.L. as a legal entity. Such track record has not been independently audited or certified by a third-party regulatory body. It is provided for contextual purposes only and does not constitute a representation of ZB Capital's institutional performance as a fund or investment manager.
Past trading performance of ZB Capital's personnel, whether personal or through affiliated entities, is not representative of ZB Capital's expected performance and should not be relied upon as such.
6. Confidentiality and Non-Disclosure
Access to detailed information regarding ZB Capital's investment strategies, trading methodologies, proprietary systems, and commercial terms is subject to the execution of a mandatory non-disclosure agreement (NDA). Information shared in inquiry communications, prior to a formal NDA, remains commercially sensitive and is treated as confidential by ZB Capital. Prospective investors are requested to treat all pre-NDA communications in kind.
7. Investor Eligibility
Participation in ZB Capital is subject to eligibility assessment on a case-by-case basis. ZB Capital reserves the right to decline any prospective investor at its absolute discretion. ZB Capital may, in accordance with applicable law, seek to confirm that prospective investors meet applicable criteria regarding financial knowledge, experience, and capacity to bear risk, even where no formal qualification is legally required under the applicable private placement exemption.
This website is not directed at persons in any jurisdiction where such distribution or use would be contrary to applicable law or regulation. It is the responsibility of each prospective investor to determine whether, and on what conditions, access to information about ZB Capital is permitted under the laws of their respective jurisdiction.
8. Conflicts of Interest
ZB Capital's founders serve as both principals of the company and as active traders managing the firm's capital. This creates an inherent alignment of interest (founders' returns are tied to performance) and, simultaneously, a potential conflict in that founders exercise discretion over trading decisions that affect investor returns. ZB Capital manages this through contractual arrangements, profit-sharing structures, and governance mechanisms described in individual investor agreements.
ZB Capital does not currently employ an independent investment committee or external risk oversight body, which represents a limitation that prospective investors should acknowledge and accept prior to participation.
9. Contact for Compliance Matters
Any questions, complaints, or requests relating to these Disclosures or ZB Capital's compliance matters should be directed to:
ZB Capital S.R.L. — Compliance
Via Sant'Antonio di Padova 34, 00138, Rome, Italy