Business model adaptation has the potential to disrupt market dynamics. It can alter the landscape by propelling the adaptors forward, or it can assure survival in the face of external shocks. Past research tells us, however, that not all firms adapt successfully, nor even commence a process of adaptation. That research is also mostly based on case studies of large, established firms, and is generally not theory-driven. In this paper, we view business model adaptation as a reflection of organisational learning. In particular, we apply human and social capital theory, to determine antecedents of business model adaptation in new ventures.