Capital Engine® Powering Private Markets
Stamford, CT

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THE OPPORTUNITY

Why Now Is the Moment

The giants just confirmed the thesis. Capital Engine built the whole system — not just a piece.

$65T

Private Market AUM by 2032

Growing from $25T today. 147,000 private companies versus 19,000 public — private IS the market. The infrastructure to move this capital doesn’t exist yet.

70%

of HNWIs Want Private Market Access

$14T in retail investor inflows projected. Reg A+ expansion, 401(k) executive order, and Trump-era tailwinds are opening private markets to an entirely new class of capital.

$800B

Secondary Market by 2028

Growing 6x from today. Liquidity is the missing layer. Capital Engine’s ATS roadmap is the only full-stack solution combining primary issuance with secondary trading infrastructure.

Morgan Stanley

Acquired EquityZen

Venture secondaries only

Charles Schwab

Acquired Forge Global

$660M — secondaries only

Goldman Sachs

Acquired Industry Ventures

$965M — fund-of-funds only

Wall Street spent $2B+ validating this category. They bought pieces. Capital Engine^® built the whole private markets system — primary, secondary, distribution, and infrastructure.

THE PLATFORM

One System. The Entire Lifecycle.

From first dollar raised to secondary exit — we own the full stack.

Capital Formation

Reg D, Reg A+, Reg CF, Reg S — primary issuances of every type including tokenized assets.

BD Execution

FINRA-approved broker-dealer. Syndication, placement, and deal closing with full regulatory oversight.

KYC

Compliance Stack

KYC/AML, accreditation, e-signatures, escrow, and payments — fully automated end-to-end.

White-Label Platform

Other broker-dealers, wealth managers, and fund managers plug directly into our infrastructure.

Investor Management

Cap table, VDR, reporting, distributions — the complete post-close lifecycle in one place.

Secondary & Liquidity

Secondary trading pathways + ATS roadmap — the liquidity layer that private markets currently lack.

THE MOAT

What Makes This Hard to Copy

Distribution is the moat. Every partner that joins makes the network stronger for everyone.

$0 Customer Acquisition Cost

We plug into existing broker-dealer and advisor distribution — no salesforce needed. Every new partner brings their clients, their deals, and their full network.

Network Effect

More Broker-Dealers → More Deals → More Investors → More Broker-Dealers. Visa / Mastercard dynamics applied to private capital markets.

Regulatory Moat

FINRA-approved broker-dealer (Mallory Capital — $10B+ raised, 80 years experience) is nearly impossible to replicate. Regulatory credibility built in from day one.

Full Stack — Only One

The only platform with primary issuance + secondary + broker-dealer + tokenization + compliance + white-label infrastructure in a single regulated system.

Co-Syndication Revenue Network

Revenue-sharing across every partner firm aligns incentives across the entire network. Every BD partner has a direct financial reason to bring more deals to the platform.

AI Deal Intelligence — DealWire

Proprietary deal flow scoring and investor analytics via the DealWire partnership — giving Capital Engine an unfair information advantage on deal selection and placement.

TEAM

Operators. Not Theorists

This team has raised, structured, and closed capital — at institutional scale — before building any of this.

Capital Markets Depth

Investment banking, broker-dealer operations, and private capital formation — not adjacent experience. Direct experience.

Regulatory Credibility

FINRA-approved BD, full SEC compliance infrastructure. Built by people who understand that regulatory moats are real moats.

Mallory Capital Legacy

$10B+ raised historically. 80+ years of combined experience. That track record is now the engine powering Capital Engine’s credibility.

Global Operating Footprint

Built for cross-border capital formation from day one. Reg S, international syndication, and multi-jurisdictional platforms and deal flow.

Capital Engine Team

Bryan Smith

CEO

Series 24, 82 & 63

Erik Cooper

CRO

Brian Chamberlain

Head Capital Markets

Series 7 & 63

Etienne Nel

CTO

Mallory Capital Team

Conrad Weymann

Series 24, 7 & 63

Laura Pamatian

Series 7 & 63

Mike Ireland

Series 7 & 63

Kyle Meyer

Series 82 & 63

Brian Czupek

Series 7 & 63

INVESTMENT STRUCTURE

Series A Investment Tiers

Larger commitments receive enhanced pricing. Webinar participants have access to the Anchor tier at $4.80/share.

TIER	COMMITMENT AMOUNT	DISCOUNT	SHARE PRICE	% OF $5M ROUND	NOTES
Minimum	$24,000 – $49,999	0%	$6.00	< 1%	Standard entry
Tier 1	$50,000 – $99,999	5%	$5.70	1% – 1.9%	Early supporter
Tier 2	$100,000 – $249,999	10%	$5.40	2% – 4.9%	Strategic investor
Tier 3 (Key)	$250,000 – $499,999	15%	$5.10	5% – 9.9%	Key partner tier
Anchor BY APPLICATION	$500,000+	20%	$4.80	10%+	Enhanced info rights available

Note: Discounts are designed to incentivize larger commitments while preserving the $6.00 headline Series A valuation. Discounted share prices apply only to Series A commitments and do not reflect future round pricing. Investors at $500K+ may receive enhanced information rights or observer-level board access. Structure mirrors traditional private placement breakpoint logic. Series A Preferred Stock.

USE OF PROCEEDS

How the $5M Scales the Network

The model is proven. The Series A is a growth accelerant — not a survival round.

$2M

Scale Deal Flow & Execution

Capital formation team and origination infrastructure to fill the $650M+ active pipeline and accelerate revenue generation across all transaction types.

$1M

Expand BD Distribution Network

More broker-dealer partnerships = exponential distribution growth. Every new BD partner multiplies deal flow without multiplying costs.

$1M

Accelerate ATS & Secondary Market

Build the liquidity layer — the missing piece that unlocks the full value of the network and addresses the $800B secondary market opportunity by 2028.

$1M

Strategic Hiring & Partnerships

Key hires in BD development, compliance, and technology to scale the network plus strategic partnership expansion including Regiment Securities and DealWire integrations.

COMPETITIVE POSITION

Point Solutions vs. Full System

Their acquisitions validate the category. Our architecture owns the whole stack.

CAPABILITY	FORGE / HIIVE	EQUITYZEN	CARTA	STONEHAVEN	CAPITAL ENGINE
Primary Capital Raise	✗	✗	✗	✗	✓
Reg A+ / Retail Access	✗	Partial	✗	✗	✓
Secondary Market	✓	✓	✗	Partial	✓
FINRA Broker-Dealer	✗	✗	✗	✓	✓
White-Label SaaS	✗	✗	✗	✗	✓
Tokenization	✗	✗	✗	✗	✓
Co-Syndication Network	✗	✗	✗	✗	✓

SECURE YOUR ALLOCATION

Invest in the Infrastructure Powering Private Markets

Private markets are moving $65 trillion. The infrastructure to move it is being built right now — and it’s already operational at $750M+ in processed transactions.

Complete the form to receive the full information package, investment terms, and to connect directly with our capital markets team.

Submitting this form is not a commitment to invest. It’s an expression of interest that opens a conversation with our team — you’ll have the opportunity to review the offering documents and ask questions before any agreement is signed.

Series A Preferred Stock — $6.00/share, $34M post-money valuation

Exclusive Anchor Price — $4.80/share for $500K+ commitments

$24,000 minimum investment — accredited investors only

Full information package — includes PPM, financial model, and cap table

Personal call — with Bryan Smith (CEO), Erik Cooper (CRO), or Brian Chamberlain (Head of Capital Markets)

Targeted liquidity event 2026/27 — ATS secondary market roadmap in development

10–20x

ROI POTENTIAL

2026/27

TARGET EXIT

$5M

FUNDING GOAL

Investment Type: FinTech
Offering Type: Preferred Shares
Funding Goal: $5,000,000
Initial Amount Raised: $0
Minimum Investment Amount: $24,000
Hold Period (Maturity Period): 2 Years
Post Money Valuation: $34 million
Maximum Raise: $5 million

Total addressable market is $9.8 billion based on 300,000 potential worldwide customers
Robust global customer traction with several current customers and a healthy enthusiastic pipeline
Capital Engine® has the potential to completely reinvent one of the last largely un-automated markets
At the inflection point of exponential growth and anticipated to drive major increases in valuation

TRACTION

$750M Processed. Revenue Positive. Scaling.

The right question isn’t “does this work?” — it’s “how fast can it scale?”

$750M+

Capital Processed

Platform track record

$250M

Currently Raising

Active on platform now

$650M+

Active Pipeline

Near-term deal flow

~$600K

Annual Revenue

Transistioning to high-volume transaction model

$1M seed closed January 2025 — capital-efficient to date, operating near breakeven

FINRA-approved broker-dealer acquired — Mallory Capital, $10B+ historically raised

Regiment Securities strategic alliance — co-syndication live and generating revenue

USA REIT Markets launched — Reg A+, tokenization, and secondary trading marketplace

DealWire AI partnership — proprietary deal flow scoring and investor analytics

Revenue projection: $600K → $3M (2026) → $9M (2027) — transaction fee model scaling

REVENUE PROJECTIONS

Transaction-Led. Platform-Amplified. Network-Scaled.

Every new BD partner adds volume with near-zero marginal cost.

CURRENT ARR

~$600K

SaaS + Transaction Fees

2026 TARGET

$3M

Transaction-Led Growth

2027 TARGET

$9M

Network-Scaled Revenue

Four revenue streams — none dependent on a single transaction type:
(1) Transaction fees on primary capital raises and secondary closings · (2) BD and placement fees for broker-dealer execution and syndication · (3) Partnership revenue share on co-syndicated deals · (4) Recurring platform revenue from white-label clients and infrastructure partners.

Project Title	Document Title	Action
Capital Engine® Powering Private Markets	Subscription Agreement	View

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Investment Summary

Deal Type : Series A Preferred
Sponsor : Capital Engine Inc.
Hold Period : 2 years
Share Price : $6 / share
Funding Goal : $5M
Investment Type : FinTech
Min. Investment : $24,000
Potential Exit : 10x - 20x return

Capital Engine Series A Summary June 2026

Bryan Smith | CEO (203) 635-3098 | bryan@capitalengine.io

Documents

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Capital Engine® Powering Private Markets

THE OPPORTUNITY

Why Now Is the Moment

THE PLATFORM

One System. The Entire Lifecycle.

Capital Formation

BD Execution

Compliance Stack

White-Label Platform

Investor Management

Secondary & Liquidity

THE MOAT

What Makes This Hard to Copy

$0 Customer Acquisition Cost

Network Effect

Regulatory Moat

Full Stack — Only One

Co-Syndication Revenue Network

AI Deal Intelligence — DealWire

TEAM

Operators. Not Theorists

Capital Markets Depth

Regulatory Credibility

Mallory Capital Legacy

Global Operating Footprint

INVESTMENT STRUCTURE

Series A Investment Tiers

USE OF PROCEEDS

How the $5M Scales the Network

Scale Deal Flow & Execution

Expand BD Distribution Network

Accelerate ATS & Secondary Market

Strategic Hiring & Partnerships

COMPETITIVE POSITION

Point Solutions vs. Full System

SECURE YOUR ALLOCATION

Invest in the Infrastructure Powering Private Markets

TRACTION

$750M Processed. Revenue Positive. Scaling.

REVENUE PROJECTIONS

Transaction-Led. Platform-Amplified. Network-Scaled.

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