Equitybee

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).

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.

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.

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.

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.

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.

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.

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.

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.

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).

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.

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.

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.

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.