InUSA Capital SPV II — Conventional

Boutique access.
Select
investors.

InUSA Capital SPV II, LLC is a Delaware series LLC offering two conventional investment formats: single-deal fund-of-one structures for focused investors and sector-driven co-investments alongside established lead investors.

Explore the Series Key Terms
20%Carried Interest
2%Management Fee
8%Preferred Return
506(b)Reg D Exemption
Vehicle Overview
Series 1 Single Deal
Fund-of-one · Focused · Relationship-driven
Series 2 Co-Investment
Sector-focused · Lead co-invest · Agri / food / trade-tech
Conventional vehicle only. Shariah-compliant capital is handled separately under InUSA Capital SPV I.
Investment Series

Two formats. One legal entity. Full separation.

Each Series operates independently under the Delaware Series LLC structure — separate investors, separate capital accounts, separate economics — with the ring-fencing required by Section 18-215 of the DLLCA.

Series 1

Single Deal / Fund-of-One

A clean, purpose-built vehicle for a single identified investment. Designed for investors who want to know exactly what they own — one company, one check, one clear outcome.

Established per deal — each closing creates a discrete Series 1 designation under SPV II.
Ideal for HNW investors or family offices seeking direct, curated single-company exposure.
Managing Member (InUSA Capital LLC) leads the investment; investors participate alongside.
Separate Form D filing, subscription agreement, and Series Designation per closing.
Initial checks: $250,000 to $1,000,000 depending on deal size and investor profile.
Series 2

Sector-Focused Co-Investment

A structured co-investment alongside a lead investor or sponsor in sectors where InUSA Capital has domain expertise — agri-technology, food technology, and trade finance technology.

InUSA Capital participates alongside a lead VC or strategic investor — deal terms follow the lead.
Sector focus areas: agri-tech, food-tech, trade finance technology, and related verticals.
Managing Member may reduce or waive carry for strategic co-investors at its discretion.
Lead investor coordination via side letter or co-investment agreement incorporated by reference.
Opportunistic — new co-invest opportunities spun up as new Series 2 designations without a new entity filing.
Strategy

Domain expertise drives the investment thesis.

Both Series share the same underlying edge: 35+ years of direct operating experience in agricultural commodities, cross-border trade, and GCC market development — applied to early-stage investments at the intersection of technology and physical supply chains.

Target sectors

Agri-tech, food-tech, trade finance technology, and supply chain innovation where physical commodity expertise creates diligence advantage.

Deal sourcing

Relationship-driven, not market-driven. Deals originate from the Managing Member's operating network across the US, GCC, and Southeast Asia.

Investment stage

Primarily Series A and B-stage companies with demonstrated traction, where the Managing Member's domain network can add post-investment value.

Hold period

5–10 year horizon typical for Series 1 single-deal structures. Co-investment hold follows the lead investor's timeline.

Structural framework

Delaware 18-215

Full liability segregation between Series 1 and Series 2.

Reg D 506(b)

Accredited investors only. No general solicitation.

ERA 203(l)

Exempt Reporting Adviser framework for fund-level activity.

CA notice filing

California investors addressed through DFPI notice filing.

This vehicle is for presentation purposes only. Offering materials, regulatory filings, and subscription documents remain the controlling documents for investors.
Key Terms

Economics and investor rights shown up front.

Fees, waterfall, and investor protections are disclosed at the outset — not buried in the back of the operating agreement.

Management fee

2.0% per annum on committed capital, payable quarterly in advance from each Series.

Carried interest

20% of net profits above return of capital, distributed after the 8% preferred return.

Preferred return

8% per annum, compounded annually, on unreturned capital contributions.

Catch-up

Managing Member receives a full catch-up to equalize to 20% of total profits before residual split.

Distribution waterfall

  • 100% return of contributed capital to investors first.
  • 100% of 8% preferred return to investors next.
  • 100% catch-up to the Managing Member.
  • Residual profits: 80% to investors, 20% to Managing Member as carry.
  • Clawback applies if cumulative carry exceeds 20% of aggregate net profits.

Investor protections

  • Annual financial statements and Schedule K-1s within 90–120 days of fiscal year end.
  • Quarterly portfolio updates for each active Series.
  • Confidentiality of member identity and economic terms.
  • No transfer of membership interest without Managing Member written consent.
  • Separate books, accounts, and Form D filings per Series.
Leadership

Operator-led and cross-border by background.

SPV II is managed by InUSA Capital LLC, whose Managing Member brings over three decades of direct operating experience that forms the foundation of the investment thesis.

"Deep domain experience applied to early-stage markets others have not yet seen."

Founder & Managing Member

  • 35+ year career spanning Unilever India, PepsiCo / Frito Lay GCC leadership, and agricultural commodity trading since 2005.
  • Experience structuring cross-border investment vehicles and special purpose structures.
  • Operating companies in the UAE and India, with partnerships spanning Singapore, Africa, Australia, Vietnam, and the US.
  • Deep GCC market knowledge and investor relationships built through operating and trading roles.
  • Managing Member, InUSA Capital LLC — Delaware-registered investment management entity.
Risk Disclosure

Full disclosure is part of the investor relationship.

SPV II is an early-stage, illiquid investment vehicle. Investors should only participate if they can bear the full loss of their investment and understand the risks below.

Investment risk

Early-stage failures, concentration risk in single-deal structures, exit uncertainty, and valuation subjectivity are central risks in Series 1.

Liquidity & market risk

No secondary market exists for membership interests. Hold periods of 5–10 years should be expected. Transferability is subject to Managing Member consent.

Regulatory & tax risk

Adviser exemption framework, tax treatment of carried interest, and pass-through treatment are subject to regulatory change. K-1 timing may vary.

Next Steps

A straightforward path for select investors.

SPV II is open only to accredited investors admitted on a relationship-driven, non-publicly solicited basis. The process below reflects what serious investors should expect.

1

Initial meeting

Discuss objectives, Series preference, and investment thesis alignment with no commitment required.

2

Document package

Receive the Operating Agreement, Series Designation, and Subscription Agreement for the applicable Series.

3

KYC / AML

Submit ID, entity documents, beneficial ownership, source of funds, and W-9 or W-8BEN.

4

Subscription

Execute documents, certify accredited investor status, select Series, and fund the capital commitment.

5

Admission

Capital account established, percentage interest confirmed, and quarterly reporting begins.

Investor CTA
Primary
Request the full investor materials for InUSA Capital SPV II
Secondary
Arrange a confidential introduction with Ram Ramachandran, Managing Member
Investor fit
Accredited investors, HNW individuals, and family offices seeking boutique, relationship-based access to curated single deals and sector co-investments
Important notice

This website is informational only and does not constitute an offer to sell or a solicitation to buy securities. Any offering is made only through definitive subscription documents and is available solely to accredited investors under Regulation D. All investments involve risk, including possible loss of capital.

InUSA Capital SPV II, LLC is a Delaware series limited liability company managed by InUSA Capital LLC. Membership interests are available only to accredited investors under Rule 506(b). Return targets are aspirational and not guaranteed. Shariah-compliant investment opportunities are handled separately under InUSA Capital SPV I.
Contact
Managing Member
Ram N Ramachandran
Managing Member
InUSA Capital SPV II, LLC
Registered Address
108 W. 13th Street, Suite 100
Wilmington, DE 19801
United States