Prometheus Financial Advisors, LLC Form ADV Part 2A

Item 1: Cover Page ADV Part 2A

This brochure provides information about the qualification and business practices of Prometheus Financial Advisors, LLC. If you have any questions about the contents of this brochure, please contact us at 415-272-3317, or by email at marie@prometheusalts.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 Prometheus Financial Advisors, LLC is available on the SEC’s website at www.adviserinfo.sec.gov.

Registration does not imply a certain level of skill or training, and no inference to the contrary should be made.

CRD No: 314653

‍

Item 2: Material Changes

This is Prometheus Financial Advisors, LLC’s first brochure. In the future, this section will be used to communicate any material changes.

Since Prometheus Financial Advisors’ initial registration approval on February 17, 2023, the following material changes have occurred:
‍

• Prometheus Financial Advisors’ affiliated feeder fund, Prometheus Access Administrator, LLC has been closed

‍

Item 3: Table of Contents

• Item 1: Cover Page ADV Part 2A

• Item 2: Material Changes

• Item 3: Table of Contents

• Item 4: Advisory Business

• Item 5: Fees and Compensation

• Item 6: Performance-Based Fees & Side-by-Side Management

• Item 7: Types of Clients

• Item 8: Methods of Analysis, Investment Strategies and Risk of Loss

• Item 9: Disciplinary Information

• Item 10: Other Financial Industry Activities and Affiliations

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

• Item 12: Brokerage Practices

• Item 13: Review of Accounts

• Item 14: Client Referrals and Other Compensation

• Item 15: Custody

• Item 16: Investment Discretion

• Item 17: Voting Client Securities

• Item 18: Financial Information

• Item 19: Requirements for State-Registered Advisers

• Item 1: Cover Page Part 2B: Michael Wang

‍

Item 4: Advisory Business

‍Firm Description

Prometheus Financial Advisors, LLC (“Prometheus Financial Advisors”) the investment advisory arm, was formed March 24, 2021, along with its related entities, Prometheus Alternatives Investments, Inc., Prometheus Financial Advisor, LLC, and Studio Prometheus, LLC (collectively, “Prometheus”) to be one of the world’s first social marketplace for alternative investments. The Prometheus platform couples a social network built around investment manager professionals, with an in-house media production team which helps clients produce high-quality videos, and a direct-to-consumer digital marketplace where investors can discover, research, and invest in opportunities across all alternative strategies. Prometheus' mission is to create access and transparency in a previously exclusive industry and is committed to bringing the highest quality fund managers, educational content, and investment opportunities to the largest number of global investors possible. The mission will be achieved by democratizing tools for wealth creation, closing educational and information gaps for investors, and reducing the operational friction across the alternatives investing lifecycle.

We are required to disclose all material conflicts of interest, which have been disclosed herein within the ADV Part 2A.

‍Principal Owners

Prometheus Financial Advisors is 100% owned by its parent company, Prometheus Alternatives Investments, Inc. (“Prometheus Alternatives”). Michael Wang is the principal owner and CEO of Prometheus Alternatives.

‍Types of Advisory Services

Prometheus Platform

Through the Prometheus Platform, users will gain access to video content, educational material, company’s news, and market information. Accredited investors will gain further access, following an accreditation process, to information related to unaffiliated private funds. Through the Prometheus platform, algorithms will be used to highlight unaffiliated private funds, based on the users’ interests and suitability. Further, well-vetted and qualified unaffiliated fund managers on the platform may be featured and/or highlighted at various points in time.

‍Tailored Relationships

Prometheus Financial Advisors does not tailor its advisory services to each client’s individual needs.

‍Wrap Fee Programs

Prometheus Financial Advisors does not tailor its advisory services to each client’s individual needs.

Client Assets

As of December 31, 2023, Prometheus Financial Advisors manages $32,800,000 on a non-discretionary basis and $0 on a discretionary basis.

‍

Item 5: Fees and Compensation

Description

Prometheus Financial Advisors is not compensated for its services and therefore does not deduct fees from the client’s account.

Other Fees

Prometheus Financial Advisors and its affiliated parties will not charge additional fees or expenses to the investors of the unaffiliated private funds on the Prometheus Platform. However, each of the unaffiliated private funds will have their own fees and expenses that will be allocated to applicable end investors. Prometheus Financial Advisors will make available to each investor on its platform all fund-related documents on the unaffiliated private funds that will clearly detail the fees and expenses born by the investors. Lower fees for comparable services may be available from other sources. Additionally, investors in the unaffiliated funds will be responsible for commissions charged for the unaffiliated private funds transacting in underlying securities.

Fees Paid in Advance

Prometheus Financial Advisors will make available to each investor on its platform all fund-related documents on the unaffiliated private funds that will clearly detail the fees and expenses born by the investors and terms for refunds, if any.

Additional Compensation

Supervised Persons will not accept compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds.

‍

Item 6: Performance-Based Fees & Side-by-Side Management

Prometheus Financial Advisors does not charge a performance-based fee, however the unaffiliated private funds on the Prometheus Platform may charge a performance fee, which will be clearly detailed in the respective funds’ related documents made available on the Prometheus Platform. In order to be charged a performance-based fee, the accredited investor must further be a Qualified Client, defined as having either $1.1 million in assets under management or $2.2 million in net worth. Prometheus Financial Advisors will make available to each investor on its platform all fund-related documents on the unaffiliated private funds that will clearly detail the fees and expenses born by the investors.

‍

Item 7: Types of Clients

‍Description

The Prometheus Platform will be available to Individuals, High Net Worth (HNW) Individuals, and Institutions. Access to details related to unaffiliated private funds will only be made available to accredited investors. Certain unaffiliated private funds may further restrict access to their information to only Qualified Clients or Qualified Purchasers.

Account Minimums

Each unaffiliated fund on the Prometheus Platform will have its own minimum initial investment amount.

‍

Item 8: Methods of Analysis, Investment Strategies and Risk of Loss

Methods of Analysis

Prometheus Financial Advisors has established an Investment Committee that performs a holistic due diligence evaluation process on every candidate unaffiliated private fund prior to their inclusion (or rejection) on the Prometheus Platform.

Prometheus' fund selection process is the result of decades of combined expertise across the entire spectrum of the alternatives industry. Team members have experience with stock selection, portfolio construction, risk management, performance evaluation, investor reporting, hedge fund administration, and developing the technologies to support these functions. Our holistic due diligence process extends beyond an evaluation of Business, Investment, and Operational Risks and is reflected in the radical transparency required to participate in Prometheus' social community.

The Prometheus due diligence program takes a risk-based approach to assessing an unaffiliated private fund:

Business Risk: The risks that key business functions or processes unrelated to investment activities are not sufficiently resourced to support a successful investment program. This may include management changes, unsustainable cost structures, insufficient assets, or other situations which could negatively impact investment processes.

Investment Risk: These are risks related to the investment decision making process, including security selection, portfolio construction, leverage and position sizing, as well as position-specific and market-related risks. Such risks may also include financial statistics such as volatility, as well as underperformance versus target returns.

Operational Risk: The risks that the operational processes and infrastructure supporting investment decisions and activities, including such functions as portfolio accounting and valuation, fund administration, and IT security, are not sufficiently robust or resourced. Once again, risks in these areas can result in investment risks.

Data is gathered using technology to allow for an efficient gathering and comprehensive assessment of critical fund data. Each unaffiliated fund candidate is reviewed on a granular level, taking into consideration factors such as, but not limited to, people, philosophy, performance, process, and the portfolio. The Investment Committee evaluates unaffiliated funds across their executive and investment teams, their track record and investment program quality, portfolio risk management, operational risk management, valuation policy, audit and fund governance, legal, compliance, and technology, including data privacy policies.

In addition to a due diligence questionnaire, each candidate, unaffiliated fund must also satisfactorily evidence that they meet comprehensive standards detailed in a proprietary Fund Assessment guide, as well as provide various policies, procedures, and other related items contained within a document checklist.

Only those unaffiliated funds that meet the stringent due diligence criteria will be added to the Prometheus Platform. The Investment Committee has the final review and selection of unaffiliated funds.

Once an unaffiliated fund has been added to the Prometheus Platform, quantitative, qualitative, and operational factors are continuously reviewed. Any negative catalysts or trends may result in an unaffiliated fund being downgraded or removed from the platform.

Investment Strategies

There are no specific investment strategies.  

Risk of Loss

Investing in securities involves risk of loss that each qualified investor must acknowledge they are able and prepared to bear. The key risks involved, include, but are not limited to:

Future and Past Performance: The performance of the fund’s prior investments, or those of any prior firm, is not necessarily indicative of a fund’s future results.

Illiquidity; Lack of Current Distributions: An investment in a fund should be viewed as an illiquid investment. It is uncertain as to when profits, if any, will be realized. Losses on unsuccessful investments may be realized before gains on successful investments are realized. The return of capital and the realization of gains, if any, generally will occur only upon the partial or complete disposition of an investment. While an investment may be sold at any time, it is generally expected that this will not occur for a number of years after the initial investment. Before such time, there may be no current return on the investment. Furthermore, the expenses of operating a fund (including any Management or Performance Fee payable to the relevant fund) may exceed its income, thereby requiring that the difference be paid from the fund’s capital, including unfunded commitments.

Reliance on the General Partners: Control over the operation of a fund is typically vested entirely with the applicable General Partner, and the fund’s profitability depends largely upon the business and investment acumen of the principals of such General Partner. The loss or reduction of service of one or more of the principals could have an adverse impact on a fund’s ability to realize its investment objectives. Limited partners generally have no right or power to take part in the management of a fund, and, as a result, the investment performance of the fund will depend entirely on the actions of the relevant General Partner.

Uncertain Economic, Social and Political Environment: Consumer, corporate and financial confidence may be adversely affected by current or future tensions around the world, fear of terrorist activity and/or military conflicts, localized or global financial crises or other sources of political, social or economic unrest. Such erosion of confidence may lead to or extend a localized or global economic downturn. Furthermore, such confidence may be adversely affected by local, regional or global health crises including, but not limited to, the rapid and pandemic spread of novel viruses commonly known as SARS, MERS and COVID-19 (Coronavirus).

Each unaffiliated funds’ offering documents disclose risks relative to each specific investment and are available on the Prometheus Platform for accredited investors to review before making any investment decision.

‍

Item 9: Disciplinary Information

Neither Prometheus Financial Advisors, nor any affiliated party or supervised person of the firm have any criminal or civil actions, administrative proceedings, self-regulatory organization (SRO) proceedings, and disciplinary information to disclose.

‍

Item 10: Other Financial Industry Activities and Affiliations

Prometheus Alternative Investments, Inc is the parent company of Prometheus Financial Advisors and all affiliated entities, discussed herein. While each of the affiliated entities may receive some form of compensation, as disclosed below, there is no compensation arrangements between Prometheus Financial Advisors, LLC and the affiliated entities.

Prometheus Financial, LLC, a registered and affiliated broker-dealer, offers brokerage services by acting as a placement agent for issuers to offer private placements in alternative funds to accredited retail and institutional investors. Prometheus Financial, LLC does not offer traditional brokerage services, which typically include the buying and selling of publicly traded stocks, bonds, ETFs, options, and futures contracts. Prometheus Financial, LLC will not maintain physical custody of assets. Prometheus Financial, LLC will not charge fees to the investors using the Prometheus Platform. Prometheus Financial, LLC placement agent fees will be charged to the underlying, unaffiliated private funds listed on the Prometheus Platform when an investor subscribes to their fund. Supervised persons of Prometheus Financial Advisors are registered representatives of the broker-dealer, Prometheus Financial, LLC. See Item 5: Fees and Compensation, Additional Compensation for discloses on the potential conflicts of interest.

Studio Prometheus, LLC will be responsible for monitoring and overseeing the social media content of the Prometheus Platform. Studio Prometheus, LLC will not charge any fees to investors to gain access to the social media content.

Employees of Prometheus Financial Advisors may also work for one or more of the affiliated parties noted above. In instances where potential conflicts occur, policies will be established to mitigate.

None of our management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities.

Recommend or Select Other Private Fund Investment Advisers

The Prometheus Platform will provide information and recommend unaffiliated funds that have passed the holistic due diligence process of Prometheus Financial Advisors, which includes making sure they are properly licensed and registered. There are no fees being earned by Prometheus Financial Advisors for recommending the unaffiliated funds on the Prometheus Platform, however the affiliated entities Prometheus Financial, LLC and Prometheus Access Administrator, LLC receive fees for investors that have made investments in the unaffiliated funds, as disclosed under Item 5: Fees and Compensation. Prometheus Financial Advisors may recommend other unaffiliated private funds, however, will not receive any compensation from other registered investment advisers.

‍

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

Code of Ethics

Prometheus Financial Advisors has adopted a Code of Ethics designed to address the confidentiality of client transactions, insider trading and potential conflicts of interest that may arise with regard to personal trading. All supervised persons of Prometheus Financial Advisors must read, understand and follow the firm’s Code of Ethics.

A copy of Prometheus Financial Advisors’ Code of Ethics shall be provided to any client or prospective client upon request.

Recommend Securities with Material Financial Interest

Prometheus Financial Advisors does not recommend securities in which it or a related person has any material financial interest.

Invest in Same Securities Recommended to Clients

Supervised persons of Prometheus Financial Advisors may invest in the same unaffiliated funds offered to clients. Since the unaffiliated funds do not trade like a traditional equity security, there isn’t the ability to front run against client investments. Supervised persons of Prometheus Financial Advisors will need to meet the same criteria and financial requirements as investors and complete the required subscription documents.

‍

Item 12: Brokerage Practices

Prometheus Financial Advisors does not invest in securities nor have discretionary authority to select and or recommend broker dealers for transactions. The affiliated broker-dealer Prometheus Financial, LLC will serve as the placement agent for the unaffiliated private funds on the Prometheus Platform. Unaffiliated funds identified on the Prometheus Platform will be limited to those in which Prometheus Financial, LLC services as placement agent.

Prometheus Financial Advisors does not receive research or other products or services or execution from a broker-dealer or a third party (‘’soft dollar benefits’’) in connection with client securities transactions. Prometheus Financial Advisors does not receive client referrals from a broker-dealer or third party.

Prometheus Financial Advisors will not recommend, request or require that a client direct you to execute transactions through a specified broker-dealer. The unaffiliated private funds listed on the Prometheus Platform pay the affiliated broker-dealer Prometheus Financial, LLC a placement agent fee for investors that subscribe to the unaffiliated funds. This fact and conflict are further disclosed in Item 10: Other Industry Affiliations and Activities.

‍

Item 13: Review of Accounts

Periodic Reviews

Once an unaffiliated fund has been added to the platform, quantitative, qualitative, and operational factors are continuously reviewed. The Investment Committee is responsible for all reviews. Any negative catalysts or trends may result in the unaffiliated funds proprietary screening being downgraded and removed from the Prometheus Platform. Prometheus Financial Advisors does not review investors accounts or financial plans.

Review Triggers

Items or events within an unaffiliated fund which could potentially trigger either an ad hoc review, or more frequent reviews, include organizational changes, key personnel departures, negative reputational events, performance deterioration, style or strategy drifts, negative regulatory or compliance events, or reduced operational integrity.

Regular Reports

Prometheus Financial Advisors will make available to each investor on its platform all fund-related documents on the invested, unaffiliated funds that will clearly detail the fees and expenses born by the investors.

‍

Item 14: Client Referrals and Other Compensation

Prometheus Financial Advisors does not have any relationships with third parties to compensate them for referrals and/or solicitations nor do they receive any compensation for client referrals. Prometheus Financial, LLC, an affiliated broker dealer, will serve as the placement agent for the funds on the Prometheus Platform and will receive a placement agent fee from the unaffiliated funds on the Prometheus Platform. More information on this and potential conflicts can be found under Item 10 of this brochure.

Prometheus Financial Advisors does not receive an economic benefit from someone that is not a client for providing investment advice or other advisory services.

‍

Item 15: Custody

Prometheus Financial Advisors will not maintain physical custody of investor assets.

‍

Item 16: Investment Discretion

Prometheus Financial Advisors does not have discretionary authority to manage securities on behalf of client accounts.

‍

Item 17: Voting Client Securities

Prometheus Financial Advisors will not have or accept authority for voting proxies. In the event the underlying, unaffiliated private funds were to hold public companies, the underlying, unaffiliated private funds would be responsible for voting proxies. Information on how to receive proxies or other solicitations and how investors can contact regarding questions on their proxies will be noted within each of the unaffiliated private funds fund documentation.

‍

Item 18: Financial Information

Prometheus Financial Advisors does not charge or solicit clients to prepay fees of $500 per client, six or more months in advance, nor of any financial concerns to disclose. Prometheus Financial Advisors does not have financial conditions that impair our ability to meet contractual commitments to clients. Prometheus Financial Advisors is not subject to bankruptcy petition at any time during the past 10 years.

‍

Item 19: Requirements for State-Registered Advisers

Identify Principal Executive Officers and Management Person

Marie Jorajuria, Chief Compliance Officer

Business Background

• 03/2021 – Present: Chief Compliance Officer; Prometheus Financial Advisors, LLC

• 03/2021 – Present: HR/Finance/Compliance; Prometheus Alternative Investments, LLC

• 03/2021 – Present: Chief Compliance Officer & Financial Operations Principal; Prometheus Financial, LLC

• 06/2016 – Present: Principal/Founder; Compliance Assist

Educational Background

• University of California, Berkeley; Bachelor of Arts in Economics

Describe Business Other Than Investment Advice

See Business Background for all of Marie’s outside business activities.

Performance-Based Fee Compensation

Prometheus Financial Advisors does not receive compensation based on performance-based fees.

Disciplinary Events

Neither Prometheus Financial Advisors, nor any affiliated party or supervised person of the firm have been involved in an award or found liable in an arbitration claim alleging damages in excess of $2,500 or found liable in any civil, self-regulatory organization, or administrative proceedings.

Relationships with Issuers of Securities

Please see Item 10: Other Industry Affiliations and Activities for the fees received by affiliated entities Prometheus Financial, LLC and Prometheus Access Administrator in relation to the unaffiliated funds identified on the Prometheus Platform and the Feeder Funds.

‍

‍

Item 1: Cover Page Part 2B: Michael Wang

Mr. Michael Wang

Prometheus Financial Advisors, LLC

This brochure supplement provides information about Michael Wang that supplement’s Prometheus Financial Advisor, LLC’s brochure.  You should have received a copy of that brochure. Please contact Marie Jorajuria, Chief Compliance Officer at 925-285-1398 or marie@prometheusalts.com if you did not receive Prometheus Financial Advisors, LLC’s brochure or if you have any questions about the contents of this supplement.

Additional information about Michael Wang is also available on the SEC's website at www.adviserinfo.sec.gov.   

Individual CRD number: 5009004

‍

Item 2: Educational Background & Business Experience

Born: 1983

Educational Background:

• 2005; NYU Stern School of Business; Bachelor of Science in Finance

Business Background:

• 11/2022 – Present: Investment Adviser Representative; Prometheus Financial Advisors, LLC

• 11/2022 – Present: CEO of Parent Company – Prometheus Alternative Investments, Inc.

• 11/2022 – 02/2024: CEO of Parent Company – Prometheus Alternative Investments, Inc.; Prometheus Access Administrator, LLC

• 07/2021 – Present: CEO of Parent Company – Prometheus Alternative Investments, Inc.; Studio Prometheus, LLC

• 06/2020 – Present: Prometheus Alternative Investments, Inc.; CEO

• 06/2020 – Present: Jabberwock Ventures; Board Member

• 01/2020 – Present: The Giving Tree Asset Management; Founder and CEO

• 02/2015 – 01/2020: The Cypress Funds; Managing Partner & Portfolio Manager

• 02/2011 – 02/2015: Tourbillon Capital Partners; Principal

Item 3: Disciplinary Information

Mr. Wang has not been involved in any criminal actions, revocations, suspensions or civil actions in a domestic, foreign or military court of competent jurisdiction. Mr. Wang has not been involved in an administrative proceeding before the SEC, any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority. Mr. Wang has not been involved in any self-regulatory organization proceedings. Mr. Wang has not been involved in any other hearing or formal adjudication in which a professional attainment, designation, or license of his was revoked or suspended because of a violation of rules relating to professional conduct.

Item 4: Other Business Activities

Mr. Wang is the CEO of Prometheus Alternative Investments, Inc., an affiliated social network platform company, which serves as the parent company for all Prometheus-related entities. Mr. Wang spends a substantial amount of his time on this outside business activity.

Mr. Wang occasionally assists a subsidiary of Prometheus Alternative Investments, Inc. – Studio Prometheus, LLC. Studio Prometheus, LLC creates marketing material for the parent company, Prometheus Alternative Investments, Inc.

Mr. Wang is the Founder and CEO of the Giving Tree Asset Management, which is Mr. Wang’s unaffiliated family office that makes public equity and venture investments.

‍

Item 5: Additional Compensation

Mr. Wang does not receive an economic benefit (sales awards and other prizes) for providing advisory services from anyone who is not a client.

Item 6: Supervision

Mr. Wang is supervised by Marie Jorajuria, the Chief Compliance Officer. Ms. Jorajuria can be reached at (415) 272-3317.

Item 7: Requirements for State-Registered Advisers

Mr. Wang has not been involved in any of the events listed below.

1. An award or otherwise being found liable in an arbitration claim alleging damages in excess of $2,500, involving any of the following:

(a) an investment or an investment-related business or activity;

(b) fraud, false statement(s), or omissions;

(c) theft, embezzlement, or other wrongful taking of property;

(d) bribery, forgery, counterfeiting, or extortion; or

(e) dishonest, unfair, or unethical practices.

1. An award or otherwise being found liable in a civil, self-regulatory organization, or administrative proceeding involving any of the following:

(a) an investment or an investment-related business or activity;

(b) fraud, false statement(s), or omissions;

(c) theft, embezzlement, or other wrongful taking of property;

(d) bribery, forgery, counterfeiting, or extortion; or

(e) dishonest, unfair, or unethical practices.

Mr. Wang has not been the subject of a bankruptcy petition.