Rubicon Crypto, LLC

FIRM BROCHURE (Part 2A of Form ADV)

Rubicon Crypto, LLC

577 Ralph McGill Blvd., NE Atlanta, GA 30312

Telephone: 404.474.2800Email: [email protected]

This brochure provides you with information about the qualifications and business practices of Rubicon Crypto, LLC. If you have any questions regarding the contents of this brochure, please contact us at 404.474.2800.

The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority.

We are registered as an investment adviser with the Georgia Secretary of State. However, registration as an investment adviser does not imply a certain level of skill or training. Additional information about Rubicon Crypto, LLC is available on the Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number known as a CRD number. Our firm’s CRD number is 314962.

June 9, 2021

2 Firm Brochure Rubicon Crypto, LLC

Item 2 Material Changes A. Annual Update

This section of our brochure will reflect the annual update of any material changes that occurred since the previous delivery of our firm’s brochure.

B. Full Brochure AvailableWhenever you would like to receive a complete copy of our Firm Brochure, please contact us by telephone at 404.474.2800 or by email at [email protected]


Item 3 Table of Contents Item 2 Material Changes ................................................................................................... 2

Item 3 Table of Contents .................................................................................................... 3 Item 4 Advisory Business ................................................................................................... 4

Item 5 Fees and Compensation ......................................................................................... 5 Item 6 Performance-Based Fees ........................................................................................ 5

Item 7 Types of Clients ...................................................................................................... 6 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ........................... 6

Item 9 Disciplinary Information ....................................................................................... 8 Item 10 Other Financial Industry Activities and Affiliations .......................................... 8 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal

Trading .................................................................................................................... 9

Item 12 Brokerage Practices ................................................................................................ 9 Item 13 Review of Accounts .............................................................................................. 10

Item 14 Client Referrals and Other Compensation ........................................................ 10 Item 15 Custody .................................................................................................................. 10

Item 16 Investment Discretion .......................................................................................... 10 Item 17 Voting Client Securities ....................................................................................... 11

Item 18 Financial Information .......................................................................................... 11 Item 19 Requirements for State-Registered Advisers ..................................................... 11

PRIVACY POLICY .......................................................................................................................... 13 Brochure Supplement (Part 2B of Form ADV) ....................................................................... 14


Item 4 Advisory Business A. Firm Description

Rubicon Crypto, LLC, (“Rubicon Crypto,” “Firm” or “we”) is organized as a Georgia limited liability company. The firm was organized on April 20, 2021. Rubicon Crypto’s current business activities consist of providing investment advisory services utilizing its investment strategy.

The principal owners of Rubicon Crypto are Gregory Johnson and Michael Grizzard. B. Types of Advisory Services

Investment Supervisory Services Rubicon Crypto provides discretionary asset management services based on the specific needs, goals, and objectives of each individual and institutional client (each, an “End Client”). Rubicon Crypto is responsible for providing ongoing re-balancing and continuous monitoring of our client’s holdings. Our advice with respect to constructing portfolios and managed programs include investments in blockchain technology and cryptocurrency, including, but not limited to, digital coins, altcoins, decentralized application tokens and protocol tokens, and other blockchain-based assets or digital / crypto currencies (collectively, “Digital Assets”). As the blockchain technology and cryptocurrency asset class matures and evolves, we may identify and include additional types of investable Digital Assets in our investment strategies.

Sub-Advisory Services Rubicon Crypto provides sub-advisory services to unaffiliated, third-party investment advisers (each, a “TPA”). Our advice with respect to constructing portfolios and managed programs include investments in Digital Assets. The TPA selects Rubicon Crypto to manage separate accounts overseen by the TPA on Blockchange, Inc., a digital asset investment platform (“Blockchange”). Our agreement is with the TPA (“TPA Agreement”)—not with the end client—and the TPA retains the discretionary authority to hire us, as well as to terminate our services. The TPA is responsible for determining that Rubicon Crypto’s Digital Assets are appropriate for the TPA’s client and for ongoing monitoring of our management in light of the end client’s needs.

C. Client Imposed RestrictionsEnd Clients and/or TPAs may impose reasonable restrictions related to specific Digital Assets. However, if such restrictions prevent Rubicon Crypto from properly servicing the supervisory or sub-advisory account(s), as appropriate, we reserve the right to end the relationship.

D. Wrap Fee ProgramsRubicon Crypto is not a participant in, or a sponsor of, any wrap fee program.


E. Assets under ManagementRubicon Crypto manages $0 of client assets on a discretionary basis as of June 9, 2021.

Item 5 Fees and Compensation A. Advisory Fees

Fees for our investment supervisory services to End Clients are billed quarterly in arrears. The maximum annual rate for such clients is 1.75% of the closing amount of net assets in the account. Our fees are negotiable, and the specific terms and conditions are described in the managed account agreement between the Firm and each End Client. Fees for our management services to TPAs are billed quarterly in arrears. Our maximum annual rate for such clients is 1.00% of the closing amount of net assets in the account. Our fees are negotiable, and the specific terms and conditions are described in the sub-advisory agreement between the Firm and each TPA. The TPA Agreements also specify that, if the TPA intends to pay our fee from the TPA’s end client assets, the TPA is authorized to do so. The actual impact of our fees on those paid by the TPA’s end clients is determined by the TPA’s agreement with its own clients and is entirely separate from the TPA Agreement. This means that some TPA end clients may pay the TPA additional fees to cover the costs of Rubicon Crypto’s services, and some may not.

B. Other Fees & ExpensesClients are responsible for all third party fees (e.g., custodian fees, account platform fees, transaction fees). Those fees are separate and distinct from the fees charged by Rubicon Crypto. Management fees paid to Rubicon Crypto for sub-advisory services are separate and distinct from the fees and expenses charged by third parties. TPAs are also responsible for their own operating and investment expenses. There may be costs, such as for data and research platforms, that we may incur in our decision-making process and pass on to the TPA if agreed between Rubicon Crypto and the TPA. If applicable, these costs will be detailed in the sub-advisory agreement. Otherwise we are generally responsible for our own operating costs.

C. Other CompensationNeither Rubicon Crypto nor its supervised persons receive any compensation other than its sub-advisory fees, as described in Item 5A.

Item 6 Performance-Based Fees Rubicon Crypto does not receive performance-based compensation for any client.


Item 7 Types of Clients A. Types of Clients

Rubicon Crypto provides its services to the following types of clients: - Individuals

- High-net-worth individuals

- Pension and profit-sharing plans

- Trusts, estates, or charitable organizations

- Corporations or business entities

- Other unaffiliated investment advisors

B. Conditions for Account ManagementRubicon Crypto generally requires a $25,000 minimum account size. Rubicon Crypto may, in its sole discretion, raise or lower the minimum requirement with respect to certain accounts.

Item 8 Methods of Analysis, Investment Strategies and Risk of Loss A. Methods of Analysis

Rubicon Crypto utilizes traditional types of investment analysis, such as fundamental and technical analyses of Digital Assets, to implement its investment strategies.

B. Investment StrategiesRubicon Crypto focuses on individual assets in the emerging alternative class of Digital Assets. Fundamental analysis focuses on entity specific factors to assess the health, viability, management and competitive advantages of the entity. In the case of Digital Assets, fundamental factors may be more technologically driven than financially driven. Technical analysis uses various computational, statistical and graphic calculations generally based on price data to assess relative strengths and weaknesses. Account success depends on Rubicon Crypto’s ability to implement its investment strategies. Any factor that would make it more difficult to execute timely trades, such as a significant lessening of liquidity in a particular market, may also be detrimental to profitability. No assurance can be given that the investment strategies to be used by Rubicon Crypto will be successful under all or any market conditions. Rubicon Crypto may introduce new and different investment strategies from time to time based on the investment needs of the clients.


C. Material Risks of Methods of Analysis and Investment StrategiesNotwithstanding the method of analysis or investment strategy employed by Rubicon Crypto, the assets of each account are subject to risk of devaluation or loss. Investing in Digital Assets involves various risks, including, but not limited to, the following: General Market Risk. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions. Investments in any one strategy may under perform in comparison to general financial markets, a particular financial market or other asset classes, due to a number of factors, including inflation, deflation, interest rates, global demand for particular products or resources, market instability, debt crises and downgrades, embargoes, tariffs, sanctions and other trade barriers, regulatory events, other governmental trade or market control programs and related geopolitical events. Illiquidity Risk. Digital Assets can be illiquid. Exchanging cryptocurrencies and blockchain assets for a specific fiat currency (such as the U.S. Dollar) may be impossible at any given moment. Illiquidity may be caused by:

• Government regulation;• Exchange shutdown;

• Delisting of a particular token;• Pre-ICO restrictions;

• Lockup periods; or• Limited or no available market for the exchange or sale of such blockchain

assets and/or cryptocurrencies.Information Risks. Digital Assets are a new and emerging investment asset. Fundamental and technical information used to evaluate Digital Assets is also new and emerging. Relevant information may be unavailable, incomplete or inaccurate. Volatility Risk. All Digital Assets are speculative and volatile and can have higher volatility than other traditional investments such as stocks, bonds or real estate. Investors should be prepared for volatile market swings and prolonged bear markets. Economic Risk: The economic risk associated with Digital Assets is the viability of the digital project, and lack of widespread and continuing adoption of the project. Competition and other market factors may lead investors to determine that a Digital Asset should be valued differently than the current market capitalization. Regulatory Risk: Digital Assets are a relatively new and emerging investment asset. Some or all Digital Assets could be banned or highly regulated by governments that would deter investors from buying or holding such assets. Technology Risk: Digital Assets are based on new and developing technologies. Consequently, most Digital Assets are more vulnerable to any technology based risk, such as hacking. As the technology evolves and is updated to add new security and functionality


features, the updated code could potentially have an adverse impact on the security or functionality of the underlying digital network. Cybersecurity Risk: Digital Asset exchanges and wallets have been hacked and assets have been stolen in the past. This is a potential risk you must be comfortable with when investing and holding Digital Assets. Rubicon Crypto strives to mitigate this risk by working with a qualified custodian that provides insurance protection against this type of loss. While this information provides a synopsis of the events that may affect your investments, this listing is not exhaustive. We want you to understand that there are inherent risks associated with investing, and, depending on the risk occurrence, you may suffer loss of all or part of your principal investment.

Item 9 Disciplinary Information Rubicon Crypto and its employees have not been involved in any legal or disciplinary events related to past or present investment clients.

Item 10 Other Financial Industry Activities and Affiliations A. Financial Industry Activities

Rubicon Crypto is not a registered broker-dealer and does not have an application pending to register as a broker-dealer. Furthermore, none of Rubicon Crypto’s management or supervised persons is registered as representatives of, or has an application pending to register as representatives of, a broker-dealer.

B. Financial Industry AffiliationsRubicon Crypto is not a registered futures commission merchant, commodity pool operator, or commodity trading advisor, and does not have an application pending to register as such. Furthermore, none of Rubicon Crypto’s management or supervised persons is registered as, or has applications pending to register as, an associated person of any such entity.

C. Other Material RelationshipsRubicon Crypto does not have any arrangements that are material to its advisory business or its clients with a related person who is a broker-dealer, investment company, other investment advisor, financial planning firm, commodity pool operator, commodity trading adviser, futures commission merchant, banking or thrift institution, accounting firm, law firm, insurance company or agency, pension consultant, real estate broker or dealer, or an entity that creates or packages limited partnerships other than those already disclosed herein.


D. Other Investment AdvisersRubicon Crypto does not have any arrangements that are material to its advisory business or its clients with other investment advisers.

Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading

A. Code of EthicsAll employees of Rubicon Crypto must act in an ethical and professional manner. In view of the foregoing and applicable provisions of relevant law, Rubicon Crypto has determined to adopt a Code of Ethics to specify and prohibit certain types of transactions deemed to create conflicts of interest (or at least the potential for or the appearance of such a conflict), and to establish reporting requirements and enforcement procedures relating to personal trading by Rubicon Crypto personnel. Rubicon Crypto’s Code of Ethics, which specifically deals with professional standards, insider trading, personal trading, gifts and entertainment, and fiduciary duties, establishes ideals for ethical conduct based upon fundamental principles of openness, integrity, honesty, and trust. We will provide a copy of our Code of Ethics to any client or prospective client upon request.

B. Participation of Interest in Client TransactionsRubicon Crypto does not recommend to clients or buy or sell Digital Assets for client accounts in which it has a mutual financial interest.

C. Proprietary TradingAt times, we at Rubicon Crypto may buy or sell Digital Assets for our own accounts that we have also recommended to clients. Rubicon Crypto will always document any transactions that could be construed as conflicts of interest. To mitigate or remedy any conflicts of interest or perceived conflicts of interest, we will monitor our proprietary and personal trading reports for adherence to our Code of Ethics.

D. Simultaneous TradingFrom time to time, representatives of Rubicon Crypto may buy or sell Digital Assets for themselves at or around the same time as clients. In any instance where similar Digital Assets are being bought or sold, we will uphold our fiduciary duty by always transacting on behalf of our clients before transacting for our own benefit.

Item 12 Brokerage Practices A. We require clients to establish an account with Gemini Custody, a qualified custodian underNew York Banking Law. We are not affiliated with Gemini Custody and do not receive anyresearch or other soft dollar benefits from Gemini Custody.


Item 13 Review of Accounts A. Periodic Reviews

Client accounts are reviewed at least monthly. Our investment adviser representatives are responsible for conducting the review of such accounts.

B. Intermittent Review FactorsIntermittent reviews may be triggered by substantial market fluctuation, economic or political events.

C. Client ReportsRubicon Crypto reviews its End Clients’ account activity at least quarterly. Our investment adviser representatives are responsible for conducting the review of client accounts. The reviews are monitored by our Chief Compliance Officer. The reviews consist of determining whether your investment goals and objectives are aligned with our investment strategies. If reallocation of investments is necessary, we sell underperforming investments and/or buy new investments that are more appropriate for your investment goals and objectives. Regarding TPA accounts, the reporting details will be reflected in the applicable TPA Agreement, but will occur no less than quarterly.

Item 14 Client Referrals and Other Compensation A. Economic Benefits from Others

Rubicon Crypto does not receive an economic benefit (such as sales awards or other prizes) from any third party for providing investment advice or other advisory services to its clients.

B. Compensation to unaffiliated Third Parties

Rubicon Crypto currently does not compensate any other person for client referrals.

Item 15 Custody Rubicon Crypto does not have custody of any client funds or Digital Assets.

Item 16 Investment Discretion Rubicon Crypto maintains limited power of authority of client accounts with respect to Digital Assets to be bought and sold and the amount of such assets to be bought and sold. This authority is granted pursuant to each managed account agreement and TPA Agreement, as applicable.


Item 17 Voting Client Securities Rubicon Crypto does not ask for, nor accept, voting authority for client Digital Assets, as applicable.

Item 18 Financial Information A. Balance Sheet Requirement

Rubicon Crypto does not require or solicit prepayment of more than $500 in advisory fees per client, six months or more in advance.

B. Bankruptcy PetitionRubicon Crypto has not been the subject of a bankruptcy petition at any time during the past ten (10) years.

Item 19 Requirements for State-Registered Advisers A. Firm Management

Rubicon Crypto has two managing members, Gregory Johnson and Michael Grizzard. Mr. Johnson and Mr. Grizzard are investment adviser representatives of Rubicon Crypto. Mr. Johnson and Mr. Grizzard’s respective education and business backgrounds can be found in the attached Brochure Supplement (Form ADV 2B).

B. Other Business ActivitiesRubicon Crypto is not engaged in any other business other than providing investment advisory services.

C. Performance-Based FeesRubicon Crypto does not receive performance-based compensation.

D. Disciplinary Reporting DisclosureD.1. Arbitration ClaimsNeither Rubicon Crypto nor its management personnel has been found liable in any arbitration claim alleging damages in excess of $2,500 involving an investment or investment-related business or activity, fraud, false statements or omissions, theft, embezzlement, or other wrongful taking of property, bribery, forgery counterfeiting, or extortion, or dishonest, unfair or unethical practices. D.2. Civil, Self-Regulatory Organization (SRO), or Administrative ProceedingNeither Rubicon Crypto nor its management personnel has been found liable in any civil, self-regulatory organization, or administrative proceeding involving an investment or investment related business or activity, fraud, false statements or omissions, theft,


embezzlement, or other wrongful taking of property bribery, forgery, counterfeiting, or extortion, or dishonest, unfair or unethical practices.

E. Relationships or Arrangements with Securities IssuersNeither Rubicon Crypto nor its management personnel has a relationship or arrangement with any issuer of securities.


PRIVACY POLICY Rubicon Crypto does not disclose nonpublic personal information about its clients or former clients to any persons other than as described below. Rubicon Crypto collects information about its clients (such as name, address, social security number, assets and income) from discussions with clients, from documents that clients may deliver to Rubicon Crypto (such as account applications) and in the course of providing services. In order to service its client accounts and effect client transactions, Rubicon Crypto may provide client personal information to its affiliates and to firms that assist it in servicing client accounts and which have a need for such information. Rubicon Crypto does not otherwise provide information about its clients to outside firms, organizations or individuals, except as required by law. Any party that receives this information will use it only for the services required and as allowed by applicable law or regulations and is not permitted to share or use this information for any other purpose.


NOTICE:

These brochure supplements provide information about the Investment Adviser Representatives of Rubicon Crypto, LLC. You should have received a copy of the Brochure for Rubicon Crypto, as well. Please contact Gregory Johnson, Managing Member and Chief Compliance Officer, if you did not receive Rubicon Crypto’s brochure. You can also contact Mr. Johnson if you have any questions about the content of the attached supplements.

Brochure Supplement (Part 2B of Form ADV)

Rubicon Crypto, LLC

577 Ralph McGill Blvd., NE Atlanta, GA 30312

Telephone: 404.474.2800Email: [email protected]

June 9, 2021


A. General RequirementsGenerally, Rubicon Crypto requires employees to hold a college or advanced degree or have relevant working experience in the securities industry. Any employee of Rubicon Crypto acting in a representative capacity will be appropriately licensed or registered as such.

B. Investment Adviser Representative Information

Gregory Johnson, Investment Adviser Representative CRD Number: 2077455

Year of Birth: 1967

Item 2 Education and Business Experience

Educational Background: MBA, Emory University, USA (2012)

CFP Certification, College of Financial Planning, USA (1994) B.S. in Business Administration, American University, USA (1989)

Related Business Experience:

Managing Member Rubicon Crypto, LLC (2021-Present)

Chief Executive Officer/Founder

Sapient Global Solutions, LLC (2019-Present)

Chief Executive Officer Pulse Centers/Pulse Equine (2018-2020)

Senior Vice President

CCA Global (2015-2018)

Vice President Crawford & Co. (2013-2015)


Vice President/Director American Express/Ameriprise Financial, Inc. (1990-2013)

Item 3 Disciplinary Information

Mr. Johnson does not have any legal or disciplinary events material to a client’s or prospective client’s evaluation.

Item 4 Other Business Activities

Mr. Johnson is also involved in Sapient Global Solutions, LLC. Sapient Global Solutions, LLC is a bespoke management consultancy, specializing in leadership development, coaching, and strategy execution.

Item 5 Additional Compensation

Mr. Johnson does not receive any economic benefit from any third party for providing advisory services.

Item 6 Supervision

Mr. Johnson is a Managing Member and the Chief Compliance Officer of Rubicon Crypto. Mr. Johnson is also responsible for providing advice to clients. Rubicon Crypto administers supervision through application of its written policies and procedures.

Item 7 Requirements for State-Registered Advisers

A.1 Arbitration Claims

None. See Item 19 D of Part 2A (Firm Brochure). A.2 Self-Regulatory Organization or Administrative Proceedings

None. See Item 19D of Part 2A (Firm Brochure). B. IAR Bankruptcy Petitions

Gregory Johnson has not been the subject of a bankruptcy petition at any timeduring the last 10 years.


Michael Grizzard, Investment Adviser Representative

CRD Number: 4783279 Year of Birth: 1953

Item 2 Education and Business Experience

Educational Background:

B.S. in Industrial Management, Georgia Institute of Technology, USA (1975) CFP Certification, College of Financial Planning, USA (2008)

Related Business Experience:

Managing Member Rubicon Crypto, LLC (2021-Present)

Vice President

oXYGen Financial, Inc. (2010-2020)

Item 3 Disciplinary Information

Mr. Grizzard does not have any legal or disciplinary events material to a client’s or prospective client’s evaluation.

Item 4 Other Business Activities

Mr. Grizzard is not involved in any other business other than giving investment advice.

Item 5 Additional Compensation

Mr. Grizzard does not receive any economic benefit from any third party for providing advisory services.

Item 6 Supervision

Mr. Grizzard is a Managing Member of Rubicon Crypto. Mr. Grizzard is also responsible for providing advice to clients. Rubicon Crypto administers supervision through application of its written policies and procedures.

Item 7 Requirements for State-Registered Advisers

A.1 Arbitration ClaimsNone. See Item 19 D of Part 2A (Firm Brochure).


A.2 Self-Regulatory Organization or Administrative ProceedingsNone. See Item 19D of Part 2A (Firm Brochure).

B. IAR Bankruptcy PetitionsMichael Grizzard has not been the subject of a bankruptcy petition at any timeduring the last 10 years.

Rubicon Crypto, LLC

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