The Unicorn Macro Fund, LP is a Private Placement §9.1 and as such is exempt from registration with the Securities Exchange Commission (“SEC”) because of Section 4(a)(2) of the Securities Act. Under the Securities Act of 1933, any offer to sell securities must either be registered with the SEC or qualify for an exemption. For Private Placements, Section 4(a)(2) provides an exemption for “transactions by an issuer not involving any public offering.”