---
title: "Equitybee Review"
url: https://altstreet.investments/platforms/reviews/equitybee
kind: platform-review
updated: 2026-10-23
description: "Is Equitybee legit? Review: it funds employee option exercises, so investors hold a contingent claim, not shares. The 5% plus 5% fees, templated PPMs."
publisher: AltStreet (https://altstreet.investments)
license: Public factual pages may be read, quoted and cited with attribution and a link. Bulk redistribution is not permitted.
---

# Equitybee Review

Equitybee is an accredited-only platform that funds startup employees' stock-option exercise costs in exchange for repayment of principal plus 2-4% annual interest plus a 17-42% equity share at the eventual liquidity event. Investors do not buy shares; they buy interests in single-purpose Section 3(c)(1) Series LLCs whose disclosure document is a templated private placement memorandum identical across the series, with deal-specific economics surfaced only on an authenticated dashboard and in each series' SEC Form D.

AltStreet score: 32.0 (D), scored August 15, 2026. Method: https://altstreet.investments/platforms

| Field | Value |
| --- | --- |
| Platform | Equitybee |
| What it is | Pre-IPO Employee Stock-Option Funding Platform |
| Asset class | Pre-IPO Equity Exposure via Option-Exercise Funding (contingent claim, not direct shares) |
| Website | equitybee.com |
| Review first published | June 22, 2026 |
| Last updated | October 23, 2026 |
| AltStreet relationship | None: no affiliate, sponsorship or partnership |

## The short version

Equitybee looks like a way to buy a discounted slice of a hot private company. Mechanically it is a contingent financing claim: an investor funds a specific employee's option-exercise cost through a single-purpose Series LLC, and at a successful liquidity event the employee remits principal, 2-4% annual interest, and a 17-42% share of the funded shares' equity value, out of which the manager and its affiliated broker-dealer take a 5% front-end brokerage fee, a 5% carried interest, and a separately-defined Stock Appreciation Amount. The legal disclosure document for each series is a templated PPM that is byte-identical across the family except for the series number on its cover; the deal-specific economics live only on the gated dashboard and in each series' Form D. The corporate structure is clean and fully papered, the broker-dealer and adviser carry no disclosed enforcement, and the non-recourse design is genuinely differentiated for employees — but the investor is buying an unaudited, fiduciary-duty-waived, indefinitely-extendable contingent claim, not equity.

- **5% + 5% + SIP** Three-layer fee load: a 5% front-end brokerage fee on the capital contribution at closing (to affiliate Equitybee Securities LLC), a 5% back-end carried interest applied to the interest and equity-share portions of proceeds (not to returned principal), and a separately-defined Stock Appreciation Amount not quantified in the templated PPM. Management fee is 0%. Platform-level fees are roughly 10% before the separately-defined Stock Appreciation Amount; investor upside is further limited by the 17-42% Share Incentive the employee retains. Source: cFund Master PPM (Exhibit A) and live dashboard 'post-liquidity fee' line, captured 2026-06-21.
- **1 PPM** The cFund Master series Private Placement Memorandum is a single 63-page template (209,735 characters, 656,737 bytes) reused across the series family; the only variation between series is the identifier on the cover and Exhibit A. The PPM body contains none of the deal-specific economics (portfolio company, offer price, equity share, interest rate) — those appear only on the authenticated dashboard and the series' Form D. The disclosure backbone of each 506(c) offering is, in effect, a standardized form, with the economically decisive terms surfaced outside the PPM.
- **17-42%** Observed range of the Share Incentive (the equity share the investor receives at a successful liquidity event) across 21 live offers captured 2026-06-21 — Figure.ai at 17% to Replit at 42%, clustering 20-28%. Platform/PPM-stated range is 20-45%. Annual interest observed 2-4% (compounding, contingent on a successful event). Platform-reported.
- **0 disclosures** Equitybee Securities LLC (broker-dealer/placement agent, CRD 41896) carries no disclosed FINRA enforcement across registration in 50 states plus DC and PR, and Equitybee Advisors LLC (ERA, CRD 309297) reports zero disciplinary events on Form ADV Item 11. The corporate structure is professionally separated — distinct named CEO, CCO, and FINOP at the broker-dealer with separate CRD numbers. Credit where due: the regulatory record is clean and the entity structure is fully papered.
- **~900 CIKs** Approximately 900 EDGAR CIKs ingested across the cFund Master and sibling Series LLC families; Equitybee Advisors LLC's Form ADV reports 582 private funds. AltStreet captured all 21 currently-live dashboard offers. The historical series — the overwhelming majority — are not publicly mappable to their portfolio companies: the Form D is templated and company-agnostic, the live dashboard is the only place the series-to-company link appears, and that link disappears once an offer closes.
- **Bankruptcy 0.00x** Equitybee's own platform-reported MOIC-by-outcome table lists a 0.00x multiple for the bankruptcy outcome (44.8-month average) alongside positive multiples for tender/secondary (2.6x), SPAC (1.7x), IPO (1.6x), and M&A (1.5x). The floor case is total loss of principal — the platform discloses this directly. All figures platform-reported, gross of the fee load and equity share, methodology not independently verified, and described by the platform as achieved primarily in favorable market conditions.

Data note: Primary-source data: SEC EDGAR (Form D / Form D/A across the cFund Master series family, ~900 CIKs ingested; two series' full Form D filings human-verified — FullStory 22-75238 and Pie Insurance 22-24416), IAPD Form ADV for Equitybee Advisors LLC (2026-04-01), FINRA BrokerCheck for Equitybee Securities LLC (CRD 41896). Canonical cFund Master PPM ingested and verified against the source PDF. Direct dashboard capture: 21 live offers, 2026-06-21. Public-site scrape: 116 pages, 2026-06-19. AltStreet documents observable disclosure facts and does not assert legal conclusions about offering structure or filing practices.


## Key figures

| Figure | What it is | Context |
| --- | --- | --- |
| 5% + 5% | Front-end brokerage + back-end carried interest | Plus a separately-defined Organizer Stock Appreciation Amount not quantified in the templated PPM; 0% management fee; platform-level fees ~10% before the SAA, with investor upside further limited by the employee-retained 17-42% Share Incentive. Source: cFund Master PPM + dashboard 2026-06-21. |
| 1 PPM | Templated disclosure document across the series family | Byte-identical 63-page PPM; deal economics live only on the dashboard and Form D, not the PPM body. |
| 0 disclosures | No disclosed enforcement at the broker-dealer or adviser | Equitybee Securities (CRD 41896) and Equitybee Advisors (CRD 309297) — clean entity-level regulatory record. |
| 0.00x | Platform-reported bankruptcy outcome multiple | Total-loss floor disclosed by the platform; positive multiples (1.5-2.6x) reported for successful outcomes, gross and unaudited. |
| ~30% | Verified median discount to 409A common (21 live offers) | Vs a marketed 70% median discount measured against the preferred price; different denominators, recent vintage only. |


## Verdict

Equitybee is a structurally clean, fully-papered pre-IPO option-funding platform whose product is a contingent financing claim, not a share purchase. An accredited investor funds a startup employee's option exercise through a single-purpose Series LLC and receives, only on a successful liquidity event, principal plus 2-4% interest plus a 17-42% equity share, net of a 5% front-end brokerage fee, a 5% carried interest, and a separately-defined Stock Appreciation Amount. The broker-dealer and adviser carry no disclosed enforcement and the entity structure is professionally separated — genuine positives. But the investment vehicles are unaudited, affiliate-administered, fiduciary-duty-waived, indefinitely-extendable, and have no secondary market; the primary disclosure PPM is a template that omits the deal economics; the floor outcome is total loss; and the platform's aggregate performance and discount claims are not independently auditable because historical terms are not publicly recoverable. The marketed 70% discount (vs preferred) is not the ~30% median discount (vs 409A common) AltStreet verified on the current live set. Suitable only for accredited investors who want this specific contingent structure, will read the dashboard terms and Form D, and can size for binary outcomes across many positions.

**Best for**

- Accredited investors who specifically want the option-funding structure, read each series' dashboard terms and Form D, and accept the fee stack and total-loss floor
- HNW investors building a diversified basket across many series, vintages, and companies with capital they can lock up indefinitely
- Investors who value the clean entity-level record and accept thin vehicle-level governance as the tradeoff

**Look elsewhere if**

- You expect to own company shares or appear on a cap table — you are buying a contingent claim, not equity
- You need any defined liquidity timeframe — the term is indefinite with no secondary market or redemption
- You require regular income — the product is zero-yield until a contingent event that may never occur
- You require audited vehicle-level NAV or independent administration — the series are unaudited and affiliate-administered
- You are anchoring on the marketed 70% discount — the verifiable discount to 409A common on the current live set is roughly 30%

**Strengths**

- Clean entity-level regulatory record: no disclosed FINRA enforcement at the broker-dealer (CRD 41896), zero Item 11 events at the adviser (CRD 309297)
- Professionally separated structure — distinct named CEO, CCO, and FINOP at the broker-dealer; each series files its own Form D
- Genuinely differentiated non-recourse design that solves a real employee forfeiture problem
- Forthright risk disclosures in the platform's own voice (no secondary market, highly illiquid, possible total loss, some companies never exit)
- Verifiable per-deal terms: any live offer's economics can be cross-checked against the series' EDGAR Form D

**Limitations**

- Investment vehicles are unaudited, affiliate-administered, and fiduciary-duty-waived, with a 7-year term extendable indefinitely and no secondary market
- The primary disclosure PPM is a template that omits the deal-specific economics, which live only on the dashboard and Form D
- Three-layer fee stack (5% front + 5% carry + separately-defined Stock Appreciation Amount not quantified in the PPM) against a capped, contingent payoff with a total-loss floor
- Third-party data feed has at least four reproducible error modes; displayed valuations/funding history require independent verification
- Aggregate performance and discount claims are not independently auditable; the marketed 70% discount (vs preferred) differs from the verified ~30% (vs 409A common) on the recent live set


## Who it fits

| Investor | Fit | Why |
| --- | --- | --- |
| Accredited investors who understand they are buying a contingent financing claim (not shares), have read the dashboard terms and the series' Form D, and accept the fee stack and total-loss floor | well-suited |  |
| HNW investors building a diversified basket across many series, vintages, and companies, with capital they can lock up indefinitely | well-suited |  |
| Investors specifically seeking the option-funding structure (contingent, non-share, capped equity participation) rather than direct or SPV-held shares | neutral |  |
| Investors with strong conviction in a specific company offered as a current live series | neutral |  |
| Income-focused investors requiring regular cash distributions | poor-fit |  |
| Risk-averse investors seeking principal protection or stable returns | poor-fit |  |
| Investors requiring liquidity within any defined timeframe | poor-fit |  |
| Investors who require audited vehicle-level NAV or independent administration | poor-fit |  |


## Questions

**What is Equitybee and how does it work?**

Equitybee is a pre-IPO employee stock-option funding platform founded in 2017. An accredited investor funds a startup employee's cost of exercising vested stock options (strike price plus estimated taxes) through a single-purpose Series LLC. The employee exercises, becomes a shareholder, and keeps 100% of the shares. In exchange, the employee agrees that upon a successful liquidity event (IPO, acquisition, tender, or secondary) they will remit the original principal, 2-4% accrued annual interest, and a 17-42% Share Incentive of the funded shares' equity value. The investor holds a contingent claim against the employee's future proceeds — not company shares. Equitybee operates an affiliated broker-dealer (Equitybee Securities LLC, CRD 41896), an Exempt Reporting Adviser (Equitybee Advisors LLC, CRD 309297), and a manager (Equitybee Fund Management LLC).

**Am I buying shares in the company when I invest through Equitybee?**

No. You are buying an interest in a single-purpose Series LLC that funds one employee's option exercise and holds a contingent contractual claim on that employee's future proceeds. You never own company shares and never appear on the cap table. The funded employee is the legal shareholder. The portfolio company is not a participant in the offering and has not endorsed it. This is the most important structural fact about Equitybee: it is a financing instrument with capped equity-like upside, not a share purchase.

**How is Equitybee different from Forge, Hiive, or EquityZen?**

Forge, Hiive, and EquityZen are secondary marketplaces: they match an existing shareholder-seller with an accredited buyer and transfer actual shares (often via an SPV) for a brokerage fee. Equitybee states it is not a secondary market — it does not buy or transfer shares. Instead it finances an employee's option exercise, and the employee keeps the shares while owing the investor principal, interest, and a share of the equity value on a successful liquidity event. So on the agency platforms you typically get shares; on Equitybee you get a contingent claim. The cost structures and risk profiles differ accordingly.

**What fees does Equitybee charge investors?**

Three layers plus the Share Incentive. A 5% front-end brokerage fee on your capital contribution at closing (paid to affiliate Equitybee Securities LLC, regardless of outcome). A 5% carried interest on the interest and equity-share portions of proceeds at a successful event (not on returned principal). A separately-defined Stock Appreciation Amount paid to the Organizer (named but not quantified in the templated PPM). There is no management fee. Platform-level fees are roughly 10% before the Stock Appreciation Amount; the employee-retained 17-42% Share Incentive further limits your upside (it is the portion of the equity value you do not receive, not a fee to Equitybee). Each series' Form D reports $0 sales commissions, which appears consistent with the 5% being structured as a fund-borne brokerage expense rather than a Form D sales commission, though the reconciliation is not explained.

**Is the 70% discount real?**

The marketed median 70% discount is measured against the most recent preferred share price paid by investors on the cap table, over offers from June 2018 to March 2026, and is hedged as past performance achieved primarily in favorable conditions. On AltStreet's capture of the 21 current live offers (June 2026), the discount of the offer price to the 409A common price ranged from roughly 6% to 49%, with a median near 30%. These are different measurements: preferred shares carry rights that sit structurally above 409A common, so a preferred-denominated discount reads larger. The 70% figure may be accurate on its own terms, but the verifiable discount relevant to common-equity economics on the current live set is narrower — around 30%. The lifetime figure cannot be independently audited because historical offer terms are not publicly recoverable.

**Are Equitybee's series audited?**

No. Per the cFund Master Private Placement Memorandum, the series LLCs are unaudited, there is no independent fund administrator (administration is handled by the affiliated manager), and the manager waives fiduciary duties to investors. Stated default and exit statistics and any valuations are self-reported by the affiliated manager without third-party attestation. This is disclosed, but it is a materially thinner governance posture than an audited, independently-administered fund. The entity-level record (broker-dealer and adviser) is clean; the vehicle-level governance is thin — these are different layers.

**What happens if the company never has a liquidity event?**

Your outcome is total loss. Repayment is contingent on a successful liquidity event (proceeds exceeding principal) and on the individual employee performing on the remittance obligation. Equitybee's own platform-reported MOIC table lists a 0.00x multiple for the bankruptcy outcome, and the platform states directly that some companies on the platform will never have a successful liquidity event. Interest compounds only on a successful event, so there is no accrual to offset the downside. Size every position assuming it can go to zero.

**How long is my capital locked up?**

Indefinitely, in practice. Per the PPM, the series carry a 7-year term that is extendable indefinitely through a Liquidating Vehicle, with a 180+ day post-IPO lockup following any qualifying event. There is no redemption mechanism and no secondary market for the product (Equitybee states this directly). Your capital is committed until the portfolio company has a successful liquidity event and the series distributes — or indefinitely if no event occurs. Only commit capital you can lock up without any defined timeframe.

**What is the templated PPM issue?**

The Private Placement Memorandum delivered for each cFund Master series is byte-identical across the series family (63 pages, 209,735 characters), varying only in the series identifier on the cover and in Exhibit A. The PPM body does not name the portfolio company or state the offer price, Share Incentive percentage, or interest rate. Those deal-specific economics appear only on the authenticated dashboard offer page and in the series' SEC Form D. For a Regulation D 506(c) offering, the PPM is normally the central disclosure document; here it functions as a standardized form, so investors must read the dashboard terms and the Form D — not just the PPM — to know the actual deal.

**Is Equitybee a registered investment adviser?**

No. Equitybee Advisors LLC is registered as an Exempt Reporting Adviser under Rule 203(m), not as a full SEC Registered Investment Adviser. It reports $112,494,296 in private-fund regulatory AUM as of 2026-04-01 — comfortably below the $150M threshold, so there is no threshold-management question. ERA status means it files Form ADV Parts 1A and 1B but not the Part 2A Brochure, so public detail on principal-trading conflicts, fee allocation, and custody is thinner than a full RIA would provide. The adviser reports zero disciplinary events on Form ADV Item 11. Verify directly via SEC IAPD (CRD 309297).

**Does Equitybee have a clean regulatory record?**

At the entity level, yes. Equitybee Securities LLC (broker-dealer/placement agent, CRD 41896) carries no disclosed FINRA enforcement across registration in 50 states plus DC and PR, and Equitybee Advisors LLC (CRD 309297) reports zero disciplinary events on Form ADV Item 11. The broker-dealer has separate named CEO, CCO, and FINOP with distinct CRD numbers — a professionally separated structure. This is a genuine positive. It is separate from the vehicle-level concerns (unaudited, affiliate-administered, fiduciary-duty-waived series), which are about how the investment vehicles are governed, not about the registered entities' compliance records.

**How are Equitybee investments taxed?**

Series LLC interests are taxed as partnership interests; investors generally receive Schedule K-1s reporting their allocable share of income, gain, loss, and deduction, which can arise even without cash distributions. Per the PPM, K-1s are generally delivered after the April 15 individual filing deadline, so tax-extension filing should be the default assumption. On a successful event, the interest component may generally be treated as ordinary income and the Share-Incentive component may generally be treated as capital gain, with carried-interest mechanics dependent on the operating agreement. QSBS generally does not apply because you do not hold company shares. Multi-state filing may be required. This is not tax advice; consult a qualified adviser and the specific series' documents.

**Why can't AltStreet verify Equitybee's lifetime track record?**

Because the historical book is not publicly recoverable. Live offer pages are addressed by random, non-enumerable UUIDs; the ingested PPMs carry file names that do not match the series' Form D identifier; the templated Form D never names the portfolio company; the public companies directory lists names with no series attached; and the terms of service prohibit downloading, reproducing, or redistributing platform data. Once an offer closes, the link between a series and its company and terms disappears from public sources. AltStreet can verify the 21 current live offers and individual Form Ds, but not the platform's aggregate performance or lifetime discount claims, and asserts no conclusion about earlier-vintage terms in either direction.

**Who is Equitybee suitable for?**

Accredited investors who specifically want the option-funding structure (a contingent claim, not shares), have read the dashboard terms and the series' Form D, underwrite the portfolio company independently, accept the fee stack and total-loss floor, and can build a diversified basket across many series and vintages with capital they can lock up indefinitely. It is not suitable for investors who want to own company shares, need any defined liquidity timeframe, require regular income, require audited vehicle-level NAV, or are anchoring on the marketed 70% discount rather than the verifiable ~30% discount to 409A common.


## Update history

**October 23, 2026: Signal sweep since September 16: $5.07M of new sales across 31 amended series, five new series, and 35 series past the annual-amendment date**

AltStreet triaged the 90 signals its monitoring attached to Equitybee between September 17 and October 22, 2026, all on the cFund Master family and all routine Form D movement. Thirty-one series amended with dollar movement added $5,073,942 of reported sales, 22 series added 30 investors between them, and five new series filed on September 18 and 29. The census on AltStreet's known-CIK list stands at 1,093 series, whose entity profiles report $231,123,722 sold to 3,634 investor slots as of October 22; 28 profiles the nightly sync had created without a platform link were linked during this sweep. The coverage check flags 35 series whose last Form D notice is more than twelve months old while the offering is still marked as raising, eight of them last amended on August 13, 2025. The score is unchanged.

**September 16, 2026: Signal sweep: $1.47M of new sales across ten amended series, eight new series born with $726K, and a third-party SPV named for Equitybee itself**

AltStreet triaged the 37 signals its monitoring attached to Equitybee between September 4 and September 14, 2026, all on the cFund Master family. Ten series amended with dollar movement added $1,466,370 of reported sales and 11 investors; eight new series filed on September 4 and 8 reported $725,552 already sold to 16 investors at first filing. Every amended and new series carries its filed totals in AltStreet's data layer, and the new-filer check added after the September 4 sweep caught all eight births, so the census drift that sweep found has not recurred. One name-match sits outside the family and is recorded as a finding, not a vehicle: a March 2026 Form D by a series of a third-party SPV sponsor named for Equitybee.

**September 4, 2026: Signal sweep: $11.7M of new sales across 27 amended series, eight new series the census had missed, and six of June's live offers still without a Form D**

AltStreet triaged the 78 signals its monitoring attached to Equitybee between August 14 and September 4, 2026, every one of them a Form D/A on the cFund Master family (55 value changes plus 23 amendment notices on the same filings). Twenty-seven series reported movement: amount sold rose from $12.88 million to $24.55 million across them, $11.67 million of new sales, and 54 investors were added. The largest was series 22-65087, which went from $1.31 million to $5.29 million (11 to 19 investors) in one August 13 amendment, the biggest single series in the cFund Master family AltStreet has seen. Among the offers captured live in June, Replit (22-43159) reached $3.36 million from 24 investors after two amendments, Lambda (22-41600) $1.14 million from 11, Figure.ai (22-94711) $1.14 million from 29, and Skydio (22-54239) $975,534 from 7. The sweep also surfaced two gaps in AltStreet's own coverage. First, the July census had been built as a one-time enumeration, so eight cFund Master series that filed original Form Ds after it (five on July 7-8, three on August 13) had no profile, no census row, and no entry in the platform's monitored CIK list; the market-wide EDGAR ledger caught them and they were backfilled from the filings ($913,935 sold across the eight, one or two investors each). The monitored series count is now 1,074 across the four families, with EDGAR-visible amount sold of $223.7 million and 3,569 investor positions; the cFund Master family alone is 375 series, $90.1 million, 1,479 positions. Second, of the 21 dashboard offers captured on June 21, six (Parafin, MasterClass, Somatus, Apollo GraphQL, Airship, UJET) still have no Form D on EDGAR as of September 4, and a seventh (Instawork, 22-24814) filed on June 3 reporting $0 sold and has not amended. Form D is due within 15 days of the first sale, so the absence means either no reportable first sale or a late filing; AltStreet cannot distinguish the two from public records and draws no conclusion. Five further June offers whose Form Ds were already on file (1X, Webflow, Acorns, FullStory, Pie Insurance) had their sold amounts synced into the deal records.

**August 14, 2026: Legal scan surfaces a settled trade-secrets suit over the core product structure — and a broker-dealer registration older than the company**

A structured legal and enforcement scan (August 14, 2026) surfaced Section Partners Management LLC v. Equitybee, Inc. (N.D. Cal. 3:23-cv-05030-VC), a 2023 Defend Trade Secrets Act suit alleging that Equitybee's Private Financing Contract — the contingent-claim instrument at the center of this entire review — was copied from a competitor's trade-secret deal structure. This was not a nuisance filing that died at the pleading stage: the court denied Equitybee's motion to dismiss on July 17, 2024, allowing the trade-secret claims to proceed, and the parties then jointly dismissed the case on December 12, 2024, on undisclosed terms. The merits were never adjudicated, the allegations remain exactly that, and AltStreet draws no conclusion about who was right — but a suit that goes to the provenance of the platform's core instrument, survives a motion to dismiss, and resolves privately mid-discovery is a material fact for anyone underwriting this platform, and the review previously carried no record of it. Two supporting findings: Equitybee Securities LLC's CRD 41896 is a 1997-vintage registration — the broker-dealer is an acquired, renamed shell (formerly Hamilton Miller), so its registration history predates Equitybee by two decades, which is lawful and common but worth knowing when reading 'registered since 1997' signals; and because investor agreements channel disputes to arbitration, investor-level disputes would never appear on public dockets — the absence of investor litigation is structurally uninformative, not evidence of an absence of disputes. The entity-level regulatory record remains clean as previously documented: no disclosed FINRA enforcement at the broker-dealer, zero Form ADV Item 11 events at the adviser. These findings move AltStreet's reputational-risk assessment from low to moderate.


## Evidence appendix

Platform website captured June 19, 2026.

Review synthesized from primary-source SEC filings and direct platform data capture. (1) SEC EDGAR: Form D / Form D/A filings across the Equitybee cFund Master LLC series family (~900 CIKs ingested across the cFund Master and sibling Series LLC families); two series' full Form D filings human-verified against the source documents (FullStory series 22-75238, issuer CIK 0002007190; Pie Insurance series 22-24416, issuer CIK 0002015646). (2) IAPD Form ADV for Equitybee Advisors LLC (CRD 309297, SEC file 802-131060) reporting 582 private funds and $112,494,296 regulatory AUM as of 2026-04-01, ERA via Rule 203(m). (3) FINRA BrokerCheck for Equitybee Securities LLC (CRD 41896, SEC 8-49621): no disclosed enforcement; registered across 50 states plus DC and PR. (4) The canonical cFund Master Private Placement Memorandum (63 pages; 209,735 characters; 656,737 bytes) ingested and verified against the underlying PDF; confirmed byte-identical across series except the cover/Exhibit A identifier. (5) Direct capture of 21 live dashboard offers (2026-06-21): offer price, 409A common price, Share Incentive %, annual interest %, options-grant vintage, minimum/ladder structure, and portfolio-company funding history per offer. (6) A 116-page public-site scrape (2026-06-19): companies directory (78 company pages plus hub), investor and FAQ pages, terms of service, and the vs-secondary comparison page. AltStreet documents observable disclosure facts and does not assert legal conclusions about offering structure or filing practices. This is not an endorsement.

**Highlights**

- PPM-CONFIRMED: The cFund Master series Private Placement Memorandum is byte-identical across the series family (63 pages; 209,735 characters; 656,737 bytes), varying only in the cover/Exhibit A series identifier. The PPM body does not state the portfolio company, offer price, Share Incentive percentage, or interest rate; those terms appear only on the authenticated dashboard and the series' Form D.
- PPM-CONFIRMED: Fee structure — 5% front-end brokerage fee on the capital contribution at closing (to affiliate Equitybee Securities LLC); 5% carried interest on the interest and equity-share portions of proceeds (not principal); separately-defined Organizer Stock Appreciation Amount (not quantified in the templated PPM); 0% management fee; uncapped transfer expenses. Waterfall: principal, interest, Share Incentive, then Organizer SAA and 5% carry.
- PPM-CONFIRMED: Vehicle governance — series are unaudited; no independent fund administrator (administration by the affiliated manager); the manager waives fiduciary duties to investors; 7-year term extendable indefinitely via a Liquidating Vehicle; 180+ day post-IPO lockup; K-1 delivery generally after April 15.
- DASHBOARD-CONFIRMED (21 live offers, 2026-06-21): Share Incentive observed 17% (Figure.ai) to 42% (Replit), clustering 20-28%; annual interest 2-4% (compounding, contingent). Discount of offer price to 409A common price ranged ~6% (Replit) to ~49% (LiveView Technologies), median near 30%. Current live set is dominated by 2020-2021-vintage marks (Miro, Webflow, MasterClass, Glossier, Acorns, Apollo GraphQL, VideoAmp, Fanatics, Somatus, Pie Insurance) with a minority of fresh marks (Skydio 2024, Instawork 2023, Figure.ai, Lambda, Replit, 1X).
- EDGAR-CONFIRMED (two human-verified Form Ds): FullStory (22-75238) and Pie Insurance (22-24416) share the same executive officers (Adam Ingram, Troy Esquibel), the same manager-signer (Dennis Henderson), overlapping placement reps (Michelle Kaiser CRD 5880443), the same placement agent (Equitybee Securities CRD 41896), $0 sales commissions / $0 finders' fees (Item 15) against the 5% dashboard fee, Section 3(c)(1), indefinite duration, $10,000 minimum, and only 2 investors each ($63,877 and $24,800 raised).
- FORM ADV-CONFIRMED (2026-04-01): Equitybee Advisors LLC is an Exempt Reporting Adviser (Rule 203(m)) reporting 582 private funds and $112,494,296 regulatory AUM — comfortably below the $150M threshold (no threshold-hugging inference available). Zero disciplinary events on Item 11. ERA status means no Part 2A Brochure.
- FINRA-CONFIRMED: Equitybee Securities LLC (CRD 41896, SEC 8-49621) is a FINRA member registered across 50 states plus DC and PR with no disclosed FINRA enforcement; distinct named CEO, CCO, and FINOP with separate CRD numbers.
- DATA-FEED-CONFIRMED (four reproducible error modes): (1) non-reconciling cumulative raises; (2) misattributed valuation marks (a 2020 Series A mark presented as a current Series D); (3) inconsistent round labels on a single page ('Venture - Series Unknown' vs a specific series); (4) wrong-company or 'undefined' financials text on public company pages (the OpenAI page's text describes Reddit).
- PLATFORM-CONFIRMED (self-reported, unaudited): $317M lifetime transaction volume since 2018; 890+ startups funded; 298 liquidity events across 223 companies; MOIC by outcome — tender/secondary 2.6x, SPAC 1.7x, IPO 1.6x, M&A 1.5x, bankruptcy 0.00x; marketed median 70% discount vs the most recent preferred share price (June 2018-March 2026), with past-performance and favorable-conditions hedges.
- RECOVERABILITY-CONFIRMED: The historical series-to-company mapping is not publicly recoverable — live offer pages are addressed by non-enumerable random UUIDs, ingested PPMs carry file names that do not match the series' Form D identifier, the templated Form D never names the portfolio company, the public companies directory (78 names) carries no series identifiers, and the ToS prohibits downloading/reproducing/redistributing platform data. AltStreet's company-linked verified set is therefore the 21 current live offers, not the full ~900-CIK family.

**Primary source pages**

- EDGAR — Equitybee cFund Master LLC series Form D / Form D/A filings (~900 CIKs ingested)
- EDGAR — FullStory series 22-75238 Form D/A (issuer CIK 0002007190, human-verified)
- EDGAR — Pie Insurance series 22-24416 Form D/A (issuer CIK 0002015646, human-verified)
- IAPD — Form ADV for Equitybee Advisors LLC (CRD 309297, 2026-04-01)
- FINRA BrokerCheck — Equitybee Securities LLC (CRD 41896)
- Equitybee cFund Master LLC Private Placement Memorandum (ingested, verified against source PDF)
- Equitybee dashboard — 21 live offers captured 2026-06-21
- equitybee.com public-site scrape — 116 pages, 2026-06-19 (companies directory, investor/FAQ/terms/vs-secondary pages)


## Related

- Full review (HTML): https://altstreet.investments/platforms/reviews/equitybee
- Every platform review: https://altstreet.investments/platforms/reviews
- Methodology and scoring: https://altstreet.investments/platforms
- Category hub: https://altstreet.investments/categories/secondary-pre-ipo-markets

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Source page: https://altstreet.investments/platforms/reviews/equitybee
Machine index: https://altstreet.investments/llms.txt
AltStreet reads what platforms, funds and issuers file with the SEC and what they tell investors, and publishes the difference. Figures are as filed or as captured on the date stated; nothing here is investment advice.