Time-matched.
Ecosystem-backed.
Built for
founders.
A Delaware Series LLC offering time-matched venture equity — structured around each company's actual cash flow trajectory rather than a fixed fund clock — with active US market support and working capital access via SPV I so equity stays allocated to growth.
Two formats.
Full separation.
Each Series operates independently under the Delaware Series LLC structure — separate investors, separate capital accounts, separate economics — with ring-fencing required by §18-215 of the DLLCA.
Fund-of-One
A clean, purpose-built vehicle for a single identified investment. Investors know exactly what they own — one company, one check, one clear outcome.
Sector-Focused Co-Invest
A structured co-investment alongside a lead investor in sectors where InUSA Capital has domain expertise — agri-technology, food technology, and trade finance technology.
How SPV I and SPV II
work together.
Most VC-backed founders are forced to use expensive, dilutive equity to fund short-cycle working capital needs. SPV II portfolio companies don't face that choice — because SPV I exists. The two vehicles are separate Delaware entities, ring-fenced and independently structured, but the operating thesis ties them together.
Equity Funds Working Capital
Founder raises VC round for growth. Short-cycle need arises — PO, receivable, inventory gap. Founder draws on equity round to bridge it. Permanent dilution to solve a temporary cash gap. Venture-priced capital deployed for a trade finance problem.
SPV I Working Capital Access
SPV II portfolio company has a working capital need. Accesses SPV I directly — PO finance, AR factoring, or structured credit. 30–180 day cycle at trade finance pricing. No equity dilution, no cap table impact. SPV I investor earns yield on the transaction.
Equity Stays for Growth
SPV II equity round remains fully allocated to growth. Working capital handled by the correct instrument at the correct price. Founder's cap table protected at every stage. One operator. Two instruments. Each doing its proper job.
Domain expertise
drives the thesis.
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 InUSA Capital's domain network adds 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. No cross-series exposure.
Reg D 506(b)
Accredited investors only. No general solicitation. Relationship-based admission.
ERA 203(l)
Exempt Reporting Adviser framework for fund-level activity under the Investment Advisers Act.
CA Notice Filing
California investors addressed through DFPI notice filing under state blue sky requirements.
Economics shown
up front.
Fees, waterfall, and investor protections are disclosed at the outset — not buried in the back of the operating agreement. Investors know exactly what they're agreeing to.
Management fee
2.0% per annum on committed capital, calculated and payable quarterly in advance from each Series.
Preferred return
8% per annum, compounded annually, on unreturned capital contributions — paid before any carry.
Carried interest
20% of net profits above return of capital and preferred return, distributed per the waterfall below.
Catch-up
Managing Member receives a full catch-up to equalise to 20% of total profits before the residual split.
Distribution waterfall
Return of capital. 100% of contributed capital returned to investors first.
Preferred return. 100% of 8% annual preferred return paid to investors.
GP catch-up. 100% to Managing Member until it has received 20% of cumulative profits.
Residual split. 80% to investors, 20% to Managing Member as carried interest.
Clawback. Applies if cumulative carry distributions exceed 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, capital commitments, and economic terms.
- No transfer of membership interest without Managing Member written consent.
- Separate books, bank accounts, and Form D filings per Series.
- Clawback provision protecting investors against excess carry distributions.
- No amendment to economic rights without affected Member's prior written consent.
Fully operational
and filed.
SPV II is formed, Form D filed, and accepting subscriptions from accredited investors. Complete compliance and reporting infrastructure in place — institutional-grade from day one.
Delaware Series LLC
InUSA Capital SPV II, LLC formed under §18-215 protected series structure. Each Series 1 closing independently ring-fenced.
SEC Form D — Rule 506(b)
Form D filed with the SEC. Regulation D exemption on file. Accepting accredited investors only under relationship-based admission.
Exempt Reporting Adviser
InUSA Capital LLC registered as ERA under the Investment Advisers Act of 1940. Verifiable on SEC EDGAR.
California DFPI Notice
State notice filing on record with the California Department of Financial Protection and Innovation.
Bloomberg TEI
InUSA Capital LLC registered on the Bloomberg Terminal Entity Identifier platform.
Legal Entity Identifier
LEI issued for global regulatory and counterparty identification across major jurisdictions.
Operator-led.
Cross-border
by background.
SPV II is managed by InUSA Capital LLC, a Delaware-registered investment management entity. The 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."
Ram N Ramachandran — Founder & Managing Member
- 35+ year career spanning Unilever India, PepsiCo / Frito-Lay GCC regional leadership, and agricultural commodity trading since 2005.
- Extensive experience structuring cross-border investment vehicles and special purpose structures across multiple jurisdictions.
- Operating companies in the UAE and India; partnerships across Singapore, Africa, Australia, Vietnam, and the US.
- Deep GCC market knowledge and investor relationships built through direct operating and trading roles — not advisory.
- Managing Member, InUSA Capital LLC — Delaware-registered investment management holding entity.
- Registered address: 108 W. 13th Street, Suite 100, Wilmington, DE 19801.
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 (Series 1), exit uncertainty, and valuation subjectivity are central risks. Loss of entire capital is possible.
Liquidity risk
No secondary market exists for membership interests. Hold periods of 5–10 years should be expected. Transfer requires Managing Member written consent and is not guaranteed.
Regulatory & tax risk
Adviser exemption framework, tax treatment of carried interest, and pass-through treatment are subject to regulatory change. Schedule K-1 timing may vary by year.
A clear path for
select investors.
SPV II is open only to accredited investors admitted on a relationship-driven, non-publicly solicited basis under Rule 506(b). Subscriptions are now active — documents are ready.
Initial Meeting
Confidential discussion with Ram Ramachandran — objectives, Series preference, and investment thesis alignment. No commitment required.
Document Package
Receive the Operating Agreement, applicable Series Designation, and Subscription Agreement. Legal review at your pace.
KYC / AML
Submit government ID, entity docs, beneficial ownership certification, source of funds declaration, and W-9 or W-8BEN-E.
Subscription
Execute subscription agreement, certify accredited investor status, select Series, and fund the capital commitment via wire.
Admission
Capital account established, Percentage Interest confirmed, and quarterly reporting begins. Softlanding support activated.
Ram N Ramachandran
Managing Member, InUSA Capital LLC
Wilmington, DE 19801
SPV II is designed for accredited investors — HNW individuals, family offices, and institutional co-investors — seeking time-matched venture equity with active US ecosystem support, working capital access via SPV I, and a GP with 35+ years of direct India / GCC / US operating experience.
Subscription Agreement, Operating Agreement, and Series Designation documents are executed and ready for investor review. Contact the Managing Member to begin.