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Command Stack The Future of Private Capital Building scalable investment platforms.
Executive Summary • A turn-key, repeatable two-tier architecture — Enterprise Fund + Project Sidecars — for forming, capitalizing, and scaling private capital vehicles • Built and operated by CapitalTech, LLC in a three-entity alliance with Mallory Capital Group (exclusive placement agent) and USA REIT Markets • Actively deploying across real estate, hospitality, energy, and operating-company verticals through live fund offerings • A platform, not a single fund — built to scale to unlimited Sidecars under one governance and reporting infrastructure ES
Why Private Capital Is Changing • Companies stay private longer, delaying or forgoing IPOs and increasing demand for flexible private capital • Aging infrastructure and real-asset needs require patient, structured capital beyond bank lending • Investors increasingly want direct, transparent access to real assets rather than a blended blind pool • Regulatory pathways — Reg D 506(c), Reg S — now support compliant capital formation at meaningful scale • Technology lets a lean team do what once required a large institutional back office PC
Evolution of Capital Formation • Single-purpose funds: one sponsor raises once, deploys once, winds down • Multi-fund sponsors: repeatable, but every raise resets overhead and the investor base • Enterprise platforms: permanent capital-raising infrastructure a sponsor reuses indefinitely • Command Stack is the platform stage — one Enterprise Fund spinning up unlimited project Sidecars • Each stage down this path lowers the marginal cost of forming the next deal EC
Why Traditional Funds Fall Short • One strategy, one vintage — capital locked to a single thesis for a fixed term • Every new deal requires a brand-new PPM, entity, and investor base • Fixed fund life rarely matches project-level timelines • Cross-collateralization exposes LPs to risk from unrelated projects • High friction and cost every time a sponsor wants to raise again TF
Sponsor Challenges • Capital raising: finding qualified investors and broker-dealers deal by deal • Compliance: securities counsel, PPM drafting, blue-sky filings, ongoing reporting • Operations: fund administration, capital calls, distributions, K-1s • Scalability: most sponsors can't repeat the process fast enough to build a real platform • Command Stack builds this infrastructure once, then reuses it across every Sidecar SC
Investor Challenges • Transparency: hard to see how capital is really deployed inside a blind pool • Access: many attractive private deals stay closed to all but institutional allocators • Alignment: GP economics don't always track LP outcomes • Liquidity: private commitments typically lock up for years with no exit path • Command Stack answers each through project-level Sidecars, standardized reporting, and a defined liquidity strategy IC
A New Operating Model • Platform-first investing: build durable infrastructure once, then originate deals into it • Fund-first investing: raise a fund, then scramble to find deals that fit • The Enterprise Fund carries governance, brand, and capital relationships across every project • Sidecars plug into the platform project by project, each with its own capital stack and terms • Removes the "cold start" problem sponsors face every time they raise fresh capital OM
Market Opportunity • U.S. private capital markets continue to raise substantial assets outside the public markets each year • Middle-market sponsors are underserved by both large institutional platforms and one-off fund managers • Multiple verticals — real estate, hospitality, infrastructure, operating companies, energy — can run on one shared platform • CapitalTech is positioned as the turn-key operating infrastructure other sponsors plug into, not just a single fund manager • Growth trajectory is designed to carry AUM toward the $110,000,000 threshold that triggers SEC investment adviser registration MK
Introducing Command Stack • A single, turn-key framework spanning platform, Enterprise Fund, Sidecars, capital stack, AI, and distribution • Built by CapitalTech, LLC in alliance with Mallory Capital Group and USA REIT Markets • Repeatable by design — the same pre-built architecture underlies every offering, from the DR Destination Fund to T&C Opportunity Fund to PA Well Development • Combines institutional-grade legal structuring with modern technology and distribution, ready to deploy rather than built from scratch each time • The result: a capital formation engine, not a one-time fund
Command Stack Architecture Platform → Enterprise → Sidecars → Capital Stack → AI → Distribution → Liquidity Platform Enterprise Sidecars Capital Stack AI Distribution Liquidity
CapitalTech Platform • Technology: underwriting tools, LP portals, data rooms, and Command Stack Copilot automation • Governance: standardized documentation templates, investment committee structure, compliance calendar • Reporting: institutional-quality dashboards across the Enterprise Fund and every Sidecar • Onboarding: a turn-key subscription workflow for LPs and a turn-key onboarding path for new Sidecars • Standards: one canonical waterfall, fee structure, and legal template applied to the enterprise fund with flexibility for every sidecar offering CT
Enterprise Fund • Tier 1, Florida LLC, Reg D 506(c) offering, with optional Reg S / Cayman BD for non- U.S. investors • Holds Class A (cash LPs), Class A-1 (§721 exchange LPs), Class B (GP/Manager), and Class C (Co-Managers) units • The sponsor-side vehicle: manages strategy, brand, and GP interests across every Sidecar • Standard terms: 8% preferred return, 80/20 to a 16% IRR hurdle, then 70/30 thereafter; 7-year fund term (up to two 1-year extensions) EF
Project Sidecars • Tier 2: a dedicated Florida LLC SPV formed for each individual project • Capital stack per Sidecar: senior debt + fund equity injection + Class A-1/§721 LP units + co-invest • Terms negotiated project by project, on the same baseline economics as the Enterprise Fund • Isolates risk — a problem in one Sidecar never touches investors in another • Turn-key at launch: each Sidecar runs on the same canonical document suite — no rebuilding legal or economic infrastructure from scratch
The Capital Stack Senior Debt → Structured Capital → LP Equity → GP Equity GP Equity LP Equity Structured Capital Senior Debt
AI Command Stack • AI-assisted underwriting: standardized deal inputs and consistency checks across every project • Workflow automation: Command Stack Copilot automates document generation and compliance checks • Reporting: automated LP-facing dashboards pulled directly from deal data • Analytics: portfolio-level visibility across every Sidecar from one system • Purpose: let a small team run a platform that would otherwise require a much larger back office AI
Distribution Network • Mallory Capital Group, LLC (FINRA CRD #299180) serves as exclusive placement agent across the platform • Regulated broker-dealer relationships extend reach beyond CapitalTech’s and Mallory Capital Group’s direct network • Professional advisors — RIAs, wealth managers, family offices — serve as a secondary distribution channel • A standard 4% Mallory placement fee is referenced across offerings • One distribution relationship serves every current and future Sidecar DN
Investor Experience • Transparency: project-level reporting shows exactly where capital is deployed, not a blended blind pool • Reporting: institutional-quality dashboards with regular distribution and K-1 reporting • Project selection: qualified investors can evaluate and choose specific Sidecars rather than one blended fund • Consistent legal and economic terms across offerings reduce diligence friction for repeat investors • A direct line from platform-level trust down to individual project decisions IE
Liquidity Strategy • Refinancing: stabilized projects can refinance senior debt to return capital to LPs • Secondaries: LP interests can potentially transfer within a controlled secondary process • Continuation vehicles: successful Sidecars can roll into new vehicles rather than force-sell at term end • Defined exits: each Sidecar runs a project-specific hold inside the Enterprise Fund's 7-year (up to 9-year) term • Liquidity options broaden as the platform matures and AUM grows LQ
Capital Flow Capital moves from investors into project Sidecars through the Enterprise Fund — and returns the same way. Investors Enterprise Fund Sidecars Project ← Distributions, preferred return, and carry flow back the same path
Governance • An investment committee reviews and approves every project before it becomes a Sidecar • Standardized policies govern underwriting criteria, leverage limits, and reporting cadence • CapitalTech, LLC acts as advisor to the Manager/GP across the platform • Co-Managers (Class C) participate in oversight of the specific Sidecars where they're named • Manager RSA self-approval is permitted under the platform's Series LLC architecture, subject to governing documents GV
Risk Management • Project isolation: each Sidecar is a separate legal entity — no cross-liability between projects • Diversification: the platform spans multiple asset classes and geographies, not one thesis • Disciplined underwriting: standardized capital-readiness scoring before any project becomes a Sidecar • Conservative capital stack: senior debt sized to project cash flow, no SBA or mezzanine layering at the Enterprise Fund • Registration discipline: The Enterprise Fund will register a SEC investment adviser once AUM reaches $110,000,000 RM
Reporting • Institutional-quality reporting delivered at both the Enterprise Fund and individual Sidecar level • Dashboards give LPs visibility into capital deployed, distributions, and project status • Standardized reporting templates across every offering reduce onboarding friction for repeat investors • Built on the Command Stack technology layer rather than one-off spreadsheets per fund • Supports the platform's move toward a recurring, AUM-based fee model that demands institutional reporting discipline RP
Portfolio Management • Central oversight across every active Sidecar from one Enterprise Fund vantage point • Standardized capital-readiness scoring and stage-gate process before a project is admitted to the platform • The same governance, waterfall, and reporting standards applied portfolio-wide • Enables the Enterprise Fund to serve as GP or Co-GP across many Sidecars simultaneously • Positions the Platform to manage growing AUM without proportional headcount growth PM
Real Estate • Income-producing and development assets financed through project-specific Sidecars • Senior debt plus LP equity, sized to each asset's cash flow profile • §721 exchange structuring available for investors contributing appreciated real estate into a Sidecar • The same 8% pref / 80-20 to 16% IRR / 70-30 waterfall applied at the project level R
Hospitality • Financing for hotels, resorts, and mixed-use destination developments • Each hospitality project runs as its own Sidecar with a tailored capital stack • Combines senior construction/permanent debt with LP equity and, where relevant, §721 contributions • Same institutional governance and reporting standards as every other vertical H
Infrastructure • Long-lived, cash-flow-generating infrastructure investments suited to patient private capital • Fits the same Sidecar structure — isolated financing per asset, sized to underlying cash flows • Complements shorter-duration verticals, like hospitality or operating companies, within one diversified platform • Attractive to LPs seeking duration-matched, income-oriented allocations • A growth vertical for the platform alongside its established real estate and hospitality Sidecars I
Operating Companies • Growth capital and acquisition financing for small and middle-market operating businesses • The Program Framework feeds SMB acquisition and capital-stack opportunities into Command Stack Sidecars • Combines debt, equity, and structured capital tailored to a specific company's balance sheet • Extends the platform beyond real assets into cash-flowing operating businesses • Same governance, reporting, and discipline applied across every acquisition O
Energy & Resources • Flexible capital for productive, cash-generating natural-resource assets • Each project runs as its own Sidecar, matched to the asset's specific risk and cash- flow profile • Demonstrates the platform's reach beyond real estate and hospitality into resource-based cash flows E
Distressed Assets • Acquiring and repositioning undervalued or underperforming assets and businesses • Its own Sidecar category, with capital stacks sized for repositioning risk and shorter holds • Benefits from the platform's centralized underwriting and capital-readiness scoring before deployment • Diversifies the platform's return profile alongside longer-duration, income- oriented verticals • Same isolation principle — a distressed-asset Sidecar carries no liability into unrelated projects D
Competitive Positioning • Standalone fund managers rebuild legal, compliance, and distribution infrastructure with every new fund • Command Stack builds that infrastructure once and reuses it across unlimited Sidecars • A three-entity alliance — CapitalTech, Mallory Capital Group, USA REIT Markets — combines advisory, placement, and structuring under one architecture • AI-enabled workflows let a lean team run what would otherwise require a much larger back office • Positions the Command Stack as a platform infrastructure, not just another sponsor competing deal by deal CP
Market Potential • Multiple verticals — real estate, hospitality, infrastructure, operating companies, energy, distressed assets — share one underlying platform • Each new Sidecar adds AUM without adding proportional overhead • Unlimited Sidecars supported under the standard engagement agreement, subject to qualification gating • A scalable ecosystem serving sponsors seeking platform infrastructure and investors seeking direct project access MP
Scaling Strategy • Turn-key by design: every new Sidecar launches on existing legal, economic, and technology infrastructure — not a ground-up build • Standardize: one canonical legal template, waterfall, and fee structure applied to every new offering • Automate: Command Stack Copilot and platform technology reduce the marginal cost of each new Sidecar • Replicate: the Protected Series LLC architecture (Florida CS/SB 316) lets new Sidecars launch under one Master LLC framework • Distribute: Mallory Capital Group's placement network scales alongside the number of active offerings • Govern: consistent investment-committee and reporting standards keep the platform coherent as it grows
Why Command Stack Wins • Turn-key architecture: one legal and economic template, reused across unlimited Sidecars — new deals launch, they aren't built from scratch • Risk isolation: every project is its own entity, protecting investors and the platform alike • Aligned economics: a standardized 8% pref / 16% IRR hurdle waterfall keeps LP and GP incentives in sync • AI-enabled execution: technology reduces the cost and time of forming and operating each new Sidecar • Institutional discipline: governance and reporting built to scale to SEC registration and beyond W
Command Stack Building the next generation of private capital platforms. CapitalTech, LLC | Kyle Meyer, Managing Member