Disclosures & Risk Factors

Cap-U Fuel Innovation 100 · Last updated: July 28, 2026

The Cap-U Fuel Innovation 100 ("the Fund") is a private investment vehicle offered exclusively to accredited investors verified under SEC Rule 506(c) of Regulation D. The disclosures and risk factors below apply to all marketing and informational materials prepared by Capital United, LLC and its affiliates, including content on the Sites and in the Fuel Venture Capital investor presentation.

Important disclosures

Verbatim from the offering presentation

Defined terms used below: IPO (Initial Public Offering); M&A (Merger or Acquisition); MOIC (Multiple on Invested Capital); AMT (Alternative Minimum Tax).

The numbered sections below expand the above into granular topic areas with cross-references. Both forms apply.

1. No offer; offering documents control

This page and all marketing content prepared by Capital United are for informational purposes only and are not an offer to sell or a solicitation of an offer to buy any securities. Any offer or sale of securities is made only through the Confidential Offering Memorandum, Limited Partnership Agreement (LPA), and related subscription documents (collectively, the "Offering Documents"). In the event of a conflict between marketing content and the Offering Documents, the Offering Documents control.

2. Accredited investor verification (Rule 506(c))

The Fund relies on the exemption from registration provided by Rule 506(c) of Regulation D under the Securities Act of 1933. Prospective investors must demonstrate accredited investor status, and the Fund (or a third party engaged on its behalf) will take reasonable steps to verify such status before accepting subscriptions. Self-certification alone is not sufficient.

3. Past performance & track record

Past performance is not indicative of, and does not guarantee, future results. The Cap-U Fuel Innovation 100 is a newly formed fund with no standalone performance record. Historical performance of Fuel Venture Capital and its affiliated funds (including the Fuel Innovation Market 100 and related vehicles) is provided for informational purposes and reflects a different strategy (direct equity investment vs. employee-option financing). Historical results do not predict the performance of Cap-U Fuel Innovation 100, which may achieve materially different valuations, discount levels, MOICs, exit outcomes, or returns. Detailed past-trade information on this website is presented in an access-restricted section that requires a visitor to self-certify accredited-investor or qualified-purchaser status before viewing; that self-certification grants informational access only and is not a substitute for the third-party verification of accredited-investor status described in Section 2.

4. Forward-looking statements

Statements regarding target returns, target hold periods (e.g., 3–5 years), target discounts (e.g., to 409A valuations or latest financing valuations), exit timing, market opportunity, fund size, deployment pace, and similar items are forward-looking and subject to known and unknown risks and uncertainties. Actual results may differ materially. Forward-looking statements are not guarantees and should not be relied upon as such.

5. Illustrative content & survivorship

Company logos, portfolio examples, and target-company lists shown in marketing materials are illustrative of an investment thesis. The Fund makes no representation that it will invest in any specific company shown, and the final portfolio may include some, none, or different companies. Lists of existing Fuel Venture Capital portfolio companies reflect survivorship bias; failed or underperforming companies are not shown. Investors should not rely on company names in making investment decisions.

6. Liquidity-event dependency & principal loss

The Fund invests exclusively in employee option exercise financings. Returns depend on a successful liquidity event for the underlying company (IPO or M&A); absent such an event, a position may result in a total loss of capital. There is no intermediate scenario in which investors recover capital without a liquidity event. While late-stage companies have historically shown lower operational failure rates, they may face extended timelines to exit. A discount to valuation at entry does not protect against principal loss if the company’s valuation declines prior to exit.

7. Hypothetical scenarios & model returns

Modeled scenarios, return projections, and similar illustrations - shared with prospective investors in due-diligence materials rather than on this website - are hypothetical, derived from internal financial models, and have inherent limitations. They do not reflect actual results, are prepared with the benefit of hindsight regarding category selection, and cannot account for market conditions, liquidity constraints, or company-specific risks that would affect actual performance. Models have not been independently validated. Changes to underlying assumptions could materially alter projected outcomes.

8. Illiquidity & hold period

The Fund’s interests and the underlying private securities are illiquid, have no public market, no guaranteed resale, and no scheduled redemption. Target hold periods are estimates; actual holding periods may be materially longer. A significant percentage of pre-exit companies may not achieve liquidity events within the targeted timeframe.

9. Fees, carry & costs

Fund-level economics (e.g., management fees, carried interest, organizational expenses) are described in the Offering Documents. Marketing materials may show gross (pre-fee) figures; net returns will be materially lower. Investor-level economics may vary by share class. Prospective investors should review the Offering Documents in their entirety for complete fee disclosures.

10. Third-party logos & press

Portfolio company logos, partner logos, and press references displayed in marketing content are illustrative of business relationships, limited-partner participation, or media coverage of Fuel Venture Capital and its principals. Third-party brand marks are the property of their respective owners. Inclusion does not constitute an endorsement of the Cap-U Fuel Innovation 100 by any third party or imply any continuing relationship.

11. Confidentiality

The Offering Documents and certain related materials are strictly private and confidential and intended solely for the use of the individual or entity to which they are addressed. Reproduction or distribution without our prior written consent is prohibited.

12. Regulatory disclosures

Capital United, LLC is a state-registered investment adviser (CRD #285616) with principal place of business in Puerto Rico, registered in Puerto Rico, Florida, Oregon, and Wisconsin. Capital United is not registered with the SEC. Registration does not imply a particular level of skill or training. Capital United’s Form ADV Part 2A (Brochure) is available at adviserinfo.sec.gov/firm/brochure/285616.

Fuel Venture Capital Partners LLC (CRD #304225) is registered as an Exempt Reporting Adviser with the SEC and is transitioning to a Registered Investment Adviser.

13. Conflicts of interest

Fuel Venture Capital Partners LLC’s employees and management serve in multiple roles that create conflicts of interest, including:

• Portfolio company board positions and observer rights;
• Participation in fund co-investments;
• Consulting relationships with portfolio companies.

Fuel Venture Capital Partners LLC has implemented policies to manage such conflicts, including the requirement that investment decisions be made in the best interests of the fund and its investors, consistent with our fiduciary duty. See Form ADV Part 2A for complete conflict of interest disclosures.

14. Adviser registration & RIA transition risks

This offering description was prepared prior to Fuel Venture Capital Partners LLC’s transition to Registered Investment Adviser status. Following registration with the SEC:

• Fuel Venture Capital Partners LLC will be subject to heightened regulatory scrutiny;
• Fund documentation may require amendments to comply with Advisers Act requirements;
• New compliance obligations may affect fund operations or fees;
• Regulatory changes could impact fund performance or investor rights;
• Fuel Venture Capital Partners LLC is transitioning from a principal/trading-operations model to an advisory-only model, which may change business practices.

Investors should review Fuel Venture Capital Partners LLC’s Form ADV before and periodically after investment. This page does not substitute for Form ADV Part 2A disclosures, which contain material information regarding fees, services, conflicts of interest, and investment adviser personnel.

15. SEC Advertising Rule & distribution discretion

This page and related marketing materials prepared by Capital United and Fuel Venture Capital constitute an “advertisement” as defined under the SEC’s Marketing Rule (Rule 206(4)-1 under the Investment Advisers Act of 1940). Forward-looking statements about fund strategy, market opportunities, and expected outcomes are subject to risk; actual results may differ materially.

All claims regarding competitive advantages, portfolio company selection, and valuation discounts are subject to review and verification through the Fund’s official Offering Documents.

Investors should expect no liquidity prior to fund exits. The Fund targets 3–5 year liquidity timelines, meaning investments may be illiquid for extended periods. Distributions of capital are made at the sole discretion of fund management and only upon the exit of portfolio companies. Investors should not commit capital that they may need to access in the near term.

Nothing on this page or in related marketing materials should be construed as a guarantee of any specific return, investment outcome, or valuation.

16. Itemised key risks

In addition to the general risks above, prospective investors should consider the following risks specific to the Fund’s employee-option financing strategy:

• Company Failure: While late-stage companies have historically shown lower operational failure rates, they may face extended timelines to exit, and some do not achieve a liquidity event. A position in a failed company results in total loss of capital for that position.
• Valuation Decline: A decline in a portfolio company’s valuation prior to its exit creates principal loss for the Fund’s position, even where the Fund acquired its exposure at a discount to the prior valuation.
• No Secondary Market Exit: Fund interests and underlying positions are illiquid and have no scheduled redemption. Distributions occur only upon company exit events (IPO or M&A).
• Counterparty Risk: Returns depend entirely on portfolio company success and the employee counterparty’s performance of their obligations under the option-exercise financing agreement.
• Equity Kicker Dilution: The equity kicker structure may dilute investor returns in successful exit scenarios depending on negotiated terms.

17. Employee underwriting

Employee participation in the Fund’s financing program is subject to proprietary credit analysis, background review, and approval by the Fund’s Risk Committee. The Fund’s ability to extend financing is contingent on successful underwriting; employees who do not meet underwriting criteria will be denied financing. Prior approval by other lenders does not guarantee approval through the Fund. Financing terms - including interest rates and equity-kicker percentages - are subject to change based on market conditions and individual risk profiles.

18. MOIC, valuation, and discount methodology

MOIC (Multiple on Invested Capital) referenced in marketing materials represents estimated unrealized value determined using portfolio company 409A valuations at the time of investment and subsequent secondary-market indications from platforms such as Nasdaq Private Markets. Figures marked “gross” are before management fees and carried interest.

Discounts shown in marketing materials reflect the illiquidity premium typical of secondary employee-option markets, employee time constraints (90-day post-termination exercise windows), and diversification across employee cohorts. Discounts shown reflect discounts realized on the past employee-option trades of Fuel Venture Capital’s affiliated funds, benchmarked to latest financing-round pricing; the Fund seeks to capture similar, but these do not necessarily reflect actual fund pricing terms and are not guaranteed. Discounts do not guarantee returns and may narrow or disappear depending on market conditions and exit timing. A discount to valuation at entry does not protect against principal loss if the company’s valuation declines prior to exit. These discount percentages are not comparable to public-market valuations and should not be interpreted as undervaluation relative to public-company multiples.

Historical transaction data references the activities of Fuel Innovation Market 100, an investment vehicle managed by Fuel Venture Capital. The Cap-U Fuel Innovation 100 is a separate, newly formed fund designed to pursue the same strategy; it has no standalone performance record and may achieve materially different valuations, discounts, MOICs, exit outcomes, or returns.