Disclosures & risk factors

1. No offer; Offering Documents control

This website is for informational purposes only. It is not an offer to sell or a solicitation of an offer to buy any security. Any offer or sale is made only through the Offering Documents, which prospective investors should review in their entirety before making an investment decision. If website content differs from those documents, the Offering Documents control.

The information is not individualized investment, financial, legal, tax or accounting advice. Investors should consult their own qualified advisers about their circumstances, eligibility and the consequences of an investment.

2. Eligibility and accredited-investor verification

Interests in the access series are offered only to accredited investors, as defined in Rule 501(a) of Regulation D, through an offering under Rule 506(c). The issuer must take reasonable steps to verify each purchaser’s accredited-investor status before accepting an investment. The QP series is for accredited investors who are also qualified purchasers; the QC series is for accredited investors who are qualified clients. Other requirements in the Offering Documents also apply.

Accessing this password-protected review website, completing an inquiry form or self-certifying does not complete that verification, establish eligibility or constitute a subscription. An information request does not commit the visitor or the access series to an investment. See the SEC’s Rule 506(c) guidance .

3. Fund interests and employee financing contracts

Investors own an interest in a CapU access series, not the employee’s shares or a direct interest in an individual portfolio company. The access series holds a limited partner interest in the underlying Fuel fund, which invests through financing series managed by EquityBee. Those financing series enter contracts with employees to finance stock-option exercises and agreed tax obligations. Employees hold the resulting shares; the financing contracts set rights to repayment and participation in available proceeds.

Employee financing contracts can provide for the return of capital, accrued interest and a negotiated share of equity proceeds, sometimes described as an “equity kicker.” Terms vary by transaction. The employee-contract repayment sequence is separate from distributions to access-series investors. Investor distributions follow the Offering Documents, after applicable management fees, carried interest and expenses.

Non-recourse financing generally depends on proceeds from the financed shares, subject to contractual exceptions. It does not remove employee tax obligations or protect access-series investors from loss. Contractual repayment priority over the employee applies to available proceeds and does not guarantee recovery.

4. Entry discounts and valuation benchmarks

The approximately 50–70% target discount compares the underlying Fuel fund’s effective entry price with the company’s most recent secondary or preferred share price. The 30–40% target uses the latest available 409A common-stock valuation. These benchmarks measure different things and are not directly comparable.

Preferred shares, employee common shares and contractual financing rights may have different rights, restrictions and economic values. A financing-round price, secondary indication or 409A valuation may be dated and may not represent a price achievable on sale. None establishes the fair value or realizable proceeds of the employee financing contract.

Entry discounts are targets, not an investment return, immediate gain or underlying Fuel fund performance record. Actual pricing and contract terms vary; a target may not be achieved. Discounts may narrow or disappear and do not protect against loss if the company’s value falls or sufficient proceeds are unavailable.

5. Illustrations, targets and forward-looking statements

The employee-financing illustration on this website is a hypothetical explanation of pricing and contractual participation. Its reference values are paper calculations, not cash received, realized gains or an investor return. It is separate from the minimum access-series investment. The stated assumptions and limitations, including excluded tax funding, fees and expenses where indicated, are part of the illustration. Actual terms and outcomes may differ materially.

Statements about the underwriting universe, target portfolio size, discounts, deployment, follow-on allocations, fundraising, company development and liquidity timing are forward-looking. They depend on assumptions and events outside the control of the access series and the underlying Fuel fund. Targets may change or go unmet; no objective, return or exit date is guaranteed.

The approximately 100-company underwriting universe is broader than the target portfolio of 40–50 companies. Universe inclusion is not an investment commitment. Deployment allocations are investment objectives, not promises or reserves available for investor redemption. Diversification does not assure a profit or eliminate risk.

6. Liquidity and distributions

Repayment and any return require a liquidity event and sufficient available proceeds. Potential routes may include a public listing, acquisition, permitted secondary transaction or contract sale. Their availability depends on company and contract restrictions, applicable requirements, market conditions and buyer demand. No route or buyer is assured, and an event may occur later than expected or not at all.

The underlying Fuel fund term is five years, with an option for two additional one-year extensions, subject to the Offering Documents. It is not a promised distribution date, redemption right or assurance of a secondary market. Distributions depend on realizations, available proceeds and the applicable underlying Fuel fund and access-series terms. Investors should not commit capital they may need to access in the near term.

7. Principal investment risks

• Company and market risk. Private companies may fail, underperform or remain private for extended periods. Economic conditions, competition and changes in financing markets can reduce values or prevent an exit.
• Valuation and dilution risk. Private-company valuations are uncertain. New share issuance, differing share-class rights, liquidation preferences and transaction terms may reduce the value or proceeds attributable to the employee’s shares and the underlying Fuel fund’s participation.
• Employee and contractual risk. Outcomes depend on employee counterparties meeting their obligations and on the enforceability and operation of the financing agreements. Disputes, restrictions, incomplete information or insufficient proceeds can delay or reduce recovery.
• Concentration and selection risk. Multiple employee contracts can create exposure to the same company. Holdings may also be concentrated by sector, stage or market conditions. The target portfolio may take time to build or may not be achieved.
• Execution and operational risk. Sourcing, underwriting, documentation, administration and monitoring involve judgment and operational processes. Errors, service-provider disruptions or security incidents may adversely affect the access series or the underlying Fuel fund.
• Legal, regulatory and tax risk. Applicable laws, interpretations and company restrictions can change. Tax outcomes depend on individual circumstances. Changes may affect financing arrangements, liquidity, costs or investor outcomes.

This list is not exhaustive. The Offering Documents contain additional and more detailed risk factors.

8. Fees, expenses, conflicts and co-investments

Management fees and carried interest at the underlying Fuel fund level, organizational and operating expenses at the access-series and underlying Fuel fund levels, and other applicable costs reduce amounts available to investors. Any website fee summary is incomplete. The calculation basis, timing, allocation and applicable investor terms are set out in the Offering Documents. Gross values and proceeds are not equivalent to net investor returns.

Potential conflicts can arise from other investment vehicles, transaction allocation, co-investments, board or advisory roles, and other business relationships involving the firms or their personnel. Prospective investors should review the conflicts described in the Offering Documents and applicable adviser disclosures. Any co-investment access is subject to eligibility, availability and its own terms; it is not guaranteed by an access-series investment.

9. Company exposures, market data and prior experience

Company exposures identified as executed reflect employee-financing transaction records supplied by Fuel Venture Capital / Capital United, with the applicable date stated on the page. An executed financing is not a realized gain. Exposure and portfolio composition may change. The illustrative company universe is identified separately from executed exposures.

Market data, estimates and industry research provide context. Sources, dates and methodology notes appear alongside the relevant content. Third-party data has not been independently verified, may be incomplete and may become outdated. The employee-option opportunity estimate is a point-in-time estimate of option value, not annual transaction volume or a prediction of capital the underlying Fuel fund will deploy.

Fuel Venture Capital’s broader portfolio, firm statistics and personnel experience are background information. They are not the underlying Fuel fund’s own performance record. Past performance and prior experience do not predict or guarantee future results. Company names, logos, press references and third-party marks do not imply endorsement, sponsorship or a continuing affiliation with the access series or the underlying Fuel fund; marks remain the property of their owners.

10. Adviser information

Capital United, LLC (CRD #285616) is a state-registered investment adviser. Current registration information and available regulatory filings can be reviewed through the Capital United IAPD record. Information and available filings for Fuel Venture Capital Partners LLC (CRD #304225) can be reviewed through its IAPD record.

Registration or a regulatory filing does not imply approval or endorsement of the CapU Fuel offering, or any particular level of skill or training. This website does not replace the Offering Documents or applicable adviser disclosures.

11. Confidential materials and questions

The Offering Documents and other materials identified as confidential are intended only for their authorized recipients and may not be reproduced or redistributed without prior permission. Website access controls do not replace the access series’ investor-verification and subscription process.

For questions about the CapU Fuel offering, its terms or the documents that govern an investment, contact Capital United’s investor relations team .