Bitcoin upside.
Real estate floor.
One fund, three partners, all seeking bitcoin upside: Class A brings the cash that buys spot bitcoin, Class B backs the floor with a contingent obligation secured by first-position liens on commercial real estate, bitHedge builds and runs it. The floor is a priority claim, not a guarantee. Win-win-win instead of a trade.
One goal, three partners, each with something the other two need.
No trading. No borrowing or leverage of bitcoin. No rehypothecation of Fund assets. Bitcoin is bought once at close and held in segregated custody until reconciliation.
Allocators who want bitcoin upside measured against a Baseline Floor
Their capital buys the Fund’s bitcoin; what they own is an interest in the Fund, not bitcoin in their own name. The floor is a priority claim, not a guarantee, supported by a Class B contingent obligation secured by recorded first-position liens on independently appraised property.
Owners of unencumbered U.S. commercial real estate
They pledge first-position liens against existing equity. No sale, no refinance. They keep ownership, use, and rental income for the life of the fund.
The third partner. bitHedge GP I LLC, the general partner, earns carry only: no hurdle, no catch-up, no carry unless there is profit above the Baseline Floor. bitHedge Management LLC, the investment manager, earns a 1.5% annual management fee, accrued daily and settled in bitcoin by default.
What the floor is, and what stands behind it.
The Baseline Floor is the minimum valuation Class A is measured against: total Class A capital called at closing. It is a calculated benchmark, not a promise. What stands behind it is a contingent Class B obligation, secured by recorded liens on real property. A lien is a claim on property, not money set aside: the floor is not a guarantee, not insured, and not a deposit.
A valuation benchmark, not a promise
Total Class A capital called at closing: the level Class A is measured against at reconciliation. It accrues no interest, pays no coupon, and does not make Class A a lender to the fund.
A contingent obligation, secured by real property
If fund assets at reconciliation fall below the Baseline Floor, each Class B partner owes a make-whole, capped at their pledge amount. That promise is what the recorded lien secures. Class A capital called at closing is capped at the aggregate Class B pledge amounts.
Once, at the end of the term
Tested once, at the 37-month maturity or earlier if the 2x early-exit test fires from month 12. Interim bitcoin drawdowns do not settle it. Class B carries a separate mid-term exposure: a 50% or greater decline in a pledged property’s value from its Initial Property Value is an event of default before maturity.
If the floor is missed. Each Class B partner owes a cash Shortfall Contribution, capped at their Pledge Amount; if a partner cannot pay, the Fund can foreclose on the pledged property instead. Recovery may be delayed or reduced by lien challenges, bankruptcy, foreclosure costs, taxes and senior claims, and forced-sale discounts. Nothing is set aside or held in escrow for Class A, and one partner’s shortfall is not backstopped by the others or by the Fund.
The Baseline Floor is referred to as the Protected Floor in the Fund’s current offering documents. The offering documents control.
Two ways into the same structure.
The comparison set is structured notes, not raw bitcoin
Structured notes cap the upside or rest on counterparty paper. The Class A position is a limited partnership interest whose return of capital is backstopped by U.S. commercial real estate and whose upside happens to be bitcoin. It is not an asset-backed security.
Floor first, then 50% of the upside
At reconciliation, Class A receives the Baseline Floor back first, then 50% of net gains above it. The floor is a priority claim, not a guarantee. Outcomes depend on the timing and magnitude of bitcoin appreciation, with lower outcomes in flat or down paths; the full modeled sensitivity is in the offering documents.
Subscription in USD, BTC, or USDC
$1,000,000 minimum. Reg D 506(c); accreditation verified at subscription.
First-position lien, recorded at close, released at reconciliation
You own commercial real estate free and clear; bitHedge converts that idle collateral capacity into a funded bitcoin position. You grant a first-position lien on unencumbered U.S. commercial property, at or below a 50% lien-to-value ceiling, targeted near 25%. A pledge, not a loan: no interest, no monthly payments, no debt service. Your only cash at closing is a one-time 1% setup fee on the amount you pledge. You keep ownership, use, and rental income. Fund I is built on deed-of-trust states; other states are considered case by case at scale.
40% of net gains above the floor, without selling or refinancing
At reconciliation you receive 40% of net gains above the Baseline Floor through the 50/40/10 waterfall. If there are no gains above the floor, there is no Class B distribution. Properties are independently appraised with lender's title insurance confirming priority.
Your collateral is the floor. Treat that seriously
If fund assets end below the Baseline Floor at reconciliation, your contingent obligation is triggered and enforcement against pledged collateral is used to satisfy Class A, capped at your pledge amount. That is the risk you are paid 40% of the upside to absorb. The 50% maximum lien-to-value provides a buffer, not a guarantee.
There is also a mid-term trigger, and it is about your property, not bitcoin. A decline of 50% or more in the pledged asset’s fair market value from its Initial Property Value is an event of default before maturity, determined by the General Partner and validated by a third party. It can be cured with cash or, at the General Partner’s option, by pledging substitute real estate collateral; substitution is never the pledgor’s right, and the collateral documents govern what a cure may consist of. If it is not cured, the Fund can foreclose. Read the deed of trust and the limited partnership agreement before you pledge.
Not a guarantee. Not a derivative. A recorded lien on real property.
The first question an allocator asks: what if bitcoin and real estate fall together?
Bitcoin and U.S. commercial real estate respond to different drivers on different timescales: in the one modern window where both fell, bitcoin repriced far faster and far deeper than private real estate, which reprices slowly and through transactions that may not happen for quarters.
Real estate index data is not used here and would not represent the pledged properties in any event: individual properties, sectors and markets can decline substantially more than any aggregate index, and appraisal-based index valuations lag actual transactions, which disconnects the timing of real estate marks from bitcoin marks. Collateral proceeds may also be reduced by taxes, senior claims, foreclosure expenses, carrying costs and forced-sale discounts, so losses may occur even when appraised property values have declined by less than 50%.
Terms at a glance.
Read this part slowly.
An investment in the Fund involves substantial risk and is not suitable for every investor. You should be able to bear a significant or total loss of your investment and should review the offering documents carefully before investing. Bitcoin is highly volatile and may lose value rapidly. The Fund could suffer substantial losses from market declines, trading disruptions, regulatory changes, or changes in demand for Bitcoin. The Fund’s structure does not guarantee repayment of principal. Investors may lose some or all of their investment, and Class B participants may lose amounts secured by their pledged property. The value of pledged real estate may decline. Liens may be challenged, delayed, subordinated, or difficult to enforce. Taxes, legal costs, foreclosure expenses, senior claims, and forced-sale discounts may reduce recoveries. Individual properties may perform materially worse than broad real estate markets because of vacancy, tenant defaults, property damage, environmental issues, local market conditions, or other events.
Subscriptions or transactions involving USDC may be affected by loss of value, transfer restrictions, regulatory action, technology failures, or the failure of the issuer or related service providers. Bitcoin prices may differ across markets. Pricing sources or benchmarks may be unavailable, delayed, disrupted, or subject to error, which could affect valuations, fees, distributions, or the timing of an early exit. Bitcoin, real estate, and other Fund assets may be difficult to value. Appraisals and other estimates may be inaccurate, stale, or based on assumptions that do not reflect actual sale or enforcement values. The tax treatment of Bitcoin, Fund distributions, fees paid in Bitcoin, pledged property, and cross-border investments is complex and may change. Investors may receive taxable income without receiving corresponding cash distributions. Laws and regulations affecting Bitcoin, private offerings, investment funds, custody, taxation, and property liens may change. Regulatory action could limit the Fund’s activities, increase costs, or reduce returns. Non-U.S. investors may face additional tax, reporting, withholding, currency, regulatory, or legal risks.
The Fund will hold a concentrated position in Bitcoin and may rely on a limited number of pledged properties, property owners, counterparties, or service providers. The Fund may suffer losses from theft, fraud, cyberattacks, loss of private keys, operational failures, or the failure of a custodian or other service provider.
Interests in the Fund are not publicly traded and generally cannot be redeemed or transferred freely. Investors are required to hold their interests until the Fund is liquidated. The Fund may not raise its target amount or meet its minimum closing conditions. A smaller Fund may have higher expenses, less diversification of pledged collateral, and greater operational risk. Management fees and carried interest reduce investor returns and may create incentives for the manager to make decisions that increase fees or compensation.
The Fund has no operating history, and there is no assurance that its strategy, structure, assumptions, or controls will operate as expected. The manager is an emerging manager with a limited institutional operating history. It may have fewer personnel, resources, systems, and established processes than larger or more experienced firms. The Fund depends heavily on a small number of individuals. The loss, incapacity, or unavailability of a key person could materially affect the Fund’s operations and performance.
Not an adviser, not advice. bitHedge Management LLC is not registered as an investment adviser and is not acting as your adviser. Nothing on this page is investment, financial, legal, accounting, or tax advice. Prospective investors should consult their own legal, tax, and financial advisors.
This summary does not describe every risk. The Fund’s private placement memorandum, limited partnership agreement, subscription documents, and related materials contain additional terms and risk factors and control in the event of any inconsistency.
Lean by design. Founder-led by conviction.
One decision-maker, an operations core, specialist advisors. No committee between you and an answer.
Commercial real estate background paired with long-held bitcoin conviction: the two sides of the partnership are the two halves of his own track. Sole decision-maker, and the person on the other end of every call.
Company builder and technologist. Former Chief Technology Officer of Medici Ventures; board member, Utah Blockchain Coalition.
Runs the fund’s day-to-day operations: CRM, calendar, inbox and content pipeline, with every conversation tracked to its next step. Before bitHedge, a project coordinator, team lead and coach, bringing process discipline and follow-through to a founder-led team.
Advises on operations, technology, and security architecture, from custody workflow to counterparty diligence.
Commercial real estate advisor and investor specializing in office and industrial properties, focused on how bitcoin can complement and strengthen commercial real estate ownership.
Jeff Aber is a Senior Counsel at The Rodman Law Group, which provides general counsel services to bitHedge Management LLC.
A three-way partnership for bitcoin’s upside. Pick your side of it.
Request the offering documents or book a call with the manager. Accredited investors and qualifying property owners only.