1.0Entity
Misc Holdings Ltd. is a profit corporation organised under the laws of the State of Wyoming, United States, with filing identifier 2023-001206048 and date of formation 9 January 2023. The Company's principal office is located at 228 Park Avenue South, PMB 37100, New York, NY 10003.
The Company is privately held and there is no public market for its securities. The Company is not registered as an investment adviser or as an investment company under U.S. federal securities laws and is not required to be so registered in light of its operations as a holding company for wholly-owned and majority-owned operating businesses.
2.0Forward-looking statements
Statements on this website regarding the Company's plans, prospects, or expectations — including statements about the operating performance of subsidiaries, capital allocation intentions, or industry developments — are forward-looking statements. They are based on current views and are subject to risks and uncertainties that could cause actual results to differ materially. The Company undertakes no obligation to update forward-looking statements except as required by law.
3.0No offer or solicitation
Nothing on this website, in any communication originating from this website, or in any document accessible through this website constitutes an offer to sell, or a solicitation of an offer to buy, any securities of the Company or any subsidiary. The Company is not engaged in any general solicitation or general advertising as those terms are construed under U.S. federal securities laws.
Any offer or sale of securities by the Company, if and when made, will be effected solely:
- In reliance on available exemptions from registration under the U.S. Securities Act of 1933, as amended — including Section 4(a)(2), Regulation D (Rule 506(b)), and/or Regulation S, as applicable;
- Pursuant to corresponding exemptions or private-placement frameworks under the laws of any non-U.S. jurisdiction in which an offer is made;
- By means of a definitive private placement memorandum and subscription documentation delivered directly to qualified investors who satisfy applicable accreditation, sophistication, and suitability standards in their jurisdiction; and
- Following completion of the Company's KYC, sanctions, and counterparty due-diligence procedures.
The Company does not accept investment from retail investors or from any person who does not meet the accreditation and suitability standards of the relevant jurisdiction. Past performance is not indicative of future results, and any forward-looking projections are subject to material uncertainty.
Persons who access this website from jurisdictions in which the offer or sale of the Company's securities would be unlawful are responsible for compliance with the laws of their own jurisdiction.
4.0Operating subsidiaries
Operating subsidiaries are independent legal entities that operate under their own management, are subject to their own regulatory regimes, and publish their own disclosures. The inclusion of a subsidiary on this website is informational only and does not imply that the Company or any other subsidiary is responsible for that subsidiary's obligations.
Where a subsidiary holds a regulated authorisation or registration in any jurisdiction, the corresponding disclosures appear on the subsidiary's own website.
5.0Sanctions, AML, and counterparty conduct
The Company maintains an AML & KYC Policy and a PEP & Sanctions Screening Policy. The Company will not knowingly engage with any individual, entity, or vessel designated under any applicable sanctions programme.
6.0Conflicts of interest
The Company manages conflicts of interest through its by-laws, the Code of Conduct, and the Compliance & Conduct Committee. Directors and officers are required to disclose actual and potential related-party interests and to recuse themselves from decisions in which they hold a personal interest. Intercompany transactions are documented at arm's length and reviewed annually.
7.0Modern slavery and human rights
The Company is committed to operating its business and managing its supply chain in accordance with applicable modern-slavery and human-rights laws. Operating subsidiaries are required to maintain age-appropriate hiring practices, lawful working conditions, and grievance channels available to all workers.
8.0Tax transparency
The Company maintains its tax affairs in accordance with the laws of the jurisdictions in which it and its subsidiaries operate, prioritises substance over form, and does not employ artificial structures whose purpose is the evasion of tax otherwise lawfully due. Transfer pricing is documented in accordance with OECD guidance.
9.0Information security
The Company maintains administrative, technical, and physical safeguards designed to protect its information assets and those of its counterparties. Operating subsidiaries that process material volumes of personal data or regulated information maintain their own information-security programmes, generally aligned to ISO/IEC 27001, NIST CSF, or SOC 2 frameworks as appropriate to industry and customer requirements.
10.0Inquiries
Routine inquiries should be directed to info@misc.ltd. Compliance and conduct matters should be directed to compliance@misc.ltd. Legal correspondence should be directed to legal@misc.ltd and to the principal office address above.
Questions about this document should be directed to the Compliance & Conduct Committee at compliance@misc.ltd. This policy is reviewed at least annually and may be updated without notice; the version number above governs.