Legal Disclosures

Effective date: July 2026

Company and Regulatory Status

Axevil Capital, LLC (“Axevil”, “Company”) is a Delaware limited liability company (No. 6832739) with its registered address at 548 Market St, San Francisco, California 94104, United States, and an office at The One Tower, 23rd Floor, Office 13, Dubai, United Arab Emirates.

The Company has filed with the U.S. Securities and Exchange Commission (“SEC”) as an Exempt Reporting Adviser (“ERA”) (SEC file No. 802-126907; CRD No. 323970). The Company’s reports on Form ADV are publicly available through the SEC’s Investment Adviser Public Disclosure system. ERA status means the Company is exempt from full investment-adviser registration; it does not mean the Company is registered with, licensed by, or approved or endorsed by the SEC, and it does not imply a particular level of skill or training. The Company remains subject to applicable anti-fraud provisions of U.S. securities laws.

The Company is not a broker-dealer, is not a member of FINRA, and investor accounts are not protected by SIPC or insured by the FDIC. Special purpose vehicles are organized under ALEXTAR VC LLC, a series limited liability company; each series (“SPV”) is created for a single investment, holds its assets separately, and files a Form D notice with the SEC for each offering conducted under Rule 506(b) of Regulation D. Form D filings are publicly available on the SEC’s EDGAR system.

No Offer, No Solicitation, No Advice

Nothing on this website constitutes or should be construed as: (i) an offer to sell, or a solicitation of an offer to buy, any security or financial instrument in any jurisdiction; (ii) an invitation or inducement to engage in investment activity; (iii) investment, legal, tax or accounting advice or a personal recommendation; or (iv) a representation that any investment is suitable for any particular investor. The content of this website has not been reviewed or approved by the SEC or by any other securities regulator.

Securities of the SPVs are offered exclusively in private placements exempt from registration under Rule 506(b) of Regulation D under the U.S. Securities Act of 1933 (the “Securities Act”). Such offerings are made without general solicitation or general advertising, only to investors with whom the Company has a substantive pre-existing relationship, and only on the basis of definitive offering documents (private placement memorandum, series agreement, subscription documents), which alone are authoritative. This website does not present, and must not be read as presenting, any specific investment opportunity.

Eligible Investors Only

Participation in offerings is limited to persons who qualify as “accredited investors” within the meaning of Rule 501(a) of Regulation D and/or satisfy equivalent qualification requirements applicable in their own jurisdiction (e.g., “qualified,” “professional” or “sophisticated” investor standards), in each case as verified through the Company’s onboarding process, and who otherwise satisfy KYC/AML and sanctions screening requirements. The Company reserves the right to decline any prospective investor in its sole discretion.

Risk Disclosure Statement

Investing in private, late-stage and pre-IPO companies through SPVs involves a high degree of risk and is suitable only for investors who can bear the loss of their entire investment. Key risks include, without limitation:

  • Total loss of capital. Private companies may fail, be recapitalized on unfavourable terms, or never achieve a liquidity event.
  • Illiquidity and transfer restrictions. SPV interests and underlying shares are not listed on any exchange, are subject to contractual and statutory transfer restrictions (including under Rule 144 and issuer-level consent rights), and may need to be held indefinitely. No secondary market exists or is guaranteed to develop.
  • No assurance of IPO or exit. Any reference to an anticipated IPO horizon is an estimate only. IPOs may be delayed or abandoned; exits may occur at valuations below prior rounds.
  • Valuation uncertainty. Valuations of private companies are inherently uncertain, may be based on the most recent financing round or secondary transactions, may not reflect fair value, and can change materially without public disclosure.
  • Limited information. Private companies do not publish audited financial statements; information available to the Company and to investors is limited, may be outdated and cannot be independently verified to the standard of public markets.
  • Structure risk. Investors acquire interests in an SPV, not shares of the underlying company. Rights (voting, information, registration) are limited and indirect. In some transactions the SPV may hold shares through forward contracts or other indirect arrangements, which involve counterparty risk.
  • Dilution and preference stack. Later financing rounds may dilute the SPV’s position; liquidation preferences of senior securities may reduce or eliminate returns to common or junior preferred holders.
  • Fees and expenses. Management fees, carried interest and SPV expenses reduce returns. Details are set out in the offering documents for each transaction.
  • Concentration. Each SPV invests in a single company; an investment in one SPV provides no diversification.
  • Currency, tax and regulatory risks. Cross-border investors may face currency fluctuations, withholding and other taxes, and changes in law or regulation (including securities, tax and sanctions regimes) that adversely affect their investment.
  • Conflicts of interest. The Company and its affiliates may face conflicts, including in allocation of opportunities and fee arrangements; material conflicts are disclosed in the offering documents.

Past Performance, Case Studies and Statistics

Any performance information or examples on this website (including references to exits, partial exits, IPOs, special dividends or valuation increases of portfolio companies) are provided for illustrative purposes only. They are selected examples and do not represent the performance of all investments made or facilitated by the Company; other investments have resulted or may result in losses. Past performance is not indicative, and is no guarantee, of future results. Unrealized valuations are estimates, may be based on the latest financing round or secondary transactions, are subject to change and may never be realized.

Forward-Looking Statements

This website contains forward-looking statements, including statements about potential IPO timelines, expected growth, market trends and prospective valuations, that are based on current expectations and assumptions and involve known and unknown risks and uncertainties. Words such as “expects,” “anticipates,” “plans,” “considers,” “may” and similar expressions identify forward-looking statements. Actual results may differ materially from those expressed or implied. The Company undertakes no obligation to update forward-looking statements, whether as a result of new information, future events or otherwise.

Third-Party Trademarks; No Affiliation or Endorsement

All third-party names, logos and trademarks appearing on this website are the property of their respective owners and are used solely for identification and informational purposes (nominative fair use). The referenced companies are not affiliated with the Company, have not authorized, reviewed or approved any content on this website, and do not sponsor, endorse or participate in any offering. A reference to a company does not constitute a representation that any SPV currently holds, or will be able to acquire, an interest in that company. Interests in SPVs are not securities of the referenced companies and confer no direct shareholder rights in them. Media logos indicate coverage or database listings only and do not imply endorsement.

AI-Generated Content

Certain features of the Company’s website and applications may use artificial intelligence (including AI chat assistants) to generate responses or analytical content. AI-generated output may contain errors or omissions, is provided for informational purposes only, is not reviewed by a licensed professional before delivery, and does not constitute investment advice or a recommendation. Always verify material information against official offering documents and consult your own advisers.

Website Content; No Reliance

While the Company seeks to keep the website accurate and current, it makes no representation or warranty, express or implied, as to the accuracy, completeness or timeliness of any content, and accepts no liability for any loss arising from reliance on it. Content may be changed, suspended or withdrawn at any time without notice. In the event of any conflict between this website and the definitive offering documents of any SPV, the offering documents prevail.

Jurisdictional Notices

The information on this website is not directed at, and is not intended for, any person in any jurisdiction where its publication or availability would be contrary to law or regulation. The following notices apply in addition to everything above.

United States

Interests in the SPVs have not been and will not be registered under the Securities Act or the securities laws of any U.S. state, and are offered and sold in reliance on the exemption provided by Rule 506(b) of Regulation D only to accredited investors. The SPVs are not registered as investment companies in reliance on exemptions under the U.S. Investment Company Act of 1940 (Sections 3(c)(1) and/or 3(c)(7)). Interests are subject to substantial restrictions on transfer and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption therefrom. Investors must be prepared to bear the economic risk of the investment for an indefinite period. Neither the SEC nor any state securities commission has approved or disapproved of any interests or passed upon the adequacy or accuracy of any offering materials; any representation to the contrary is a criminal offense.

United Arab Emirates (including DIFC and ADGM)

The interests have not been, and will not be, publicly offered, sold, promoted or advertised in the UAE other than in compliance with applicable laws. This website does not constitute a public offer of securities in the UAE and has not been approved by or filed with the UAE Central Bank, the Securities and Commodities Authority (SCA), the Dubai Financial Services Authority (DFSA) or the ADGM Financial Services Regulatory Authority (FSRA). Any offering is directed only at persons who qualify as Professional Investors (SCA), Professional Clients (DFSA/FSRA) or equivalent, on a private placement / reverse solicitation basis. Nothing on this website should be construed as financial promotion within, into or from the DIFC or ADGM.

United Kingdom

The SPVs are unregulated collective investment schemes for the purposes of the Financial Services and Markets Act 2000 (“FSMA”). This website and any offering materials are directed in the UK only at persons falling within the exemptions in the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, including investment professionals (Article 19(5)), high net worth companies and associations (Article 49(2)(a)–(d)), and certified high net worth or sophisticated investors, and at persons to whom they may otherwise lawfully be communicated (all such persons, “relevant persons”). Any investment activity is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons must not act or rely on the content of this website. Most of the protections of the UK regulatory system, and the UK Financial Services Compensation Scheme and Financial Ombudsman Service, do not apply.

European Economic Area

The SPVs are not authorized or registered for marketing under Directive 2011/61/EU (AIFMD) or any national private placement regime, except as may be separately notified. No key information document under the PRIIPs Regulation has been prepared, and interests must not be offered, sold or otherwise made available to retail investors in the EEA. Information on this website is not addressed to the public in any EEA member state and may be provided only at the investor’s own initiative (reverse solicitation) or to professional investors where lawful.

Switzerland

The SPVs have not been approved by the Swiss Financial Market Supervisory Authority (FINMA) as foreign collective investment schemes, and interests may not be offered or advertised to non-qualified investors in or into Switzerland. Interests are available in Switzerland only to qualified investors within the meaning of the Collective Investment Schemes Act (CISA) and the Financial Services Act (FinSA). No prospectus pursuant to FinSA has been or will be prepared.

Italy

No offering of interests has been registered with the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Legislative Decree No. 58 of 24 February 1998, as amended. Interests may not be offered, sold or distributed to the public in Italy, and this website does not constitute an offer to the public in Italy. Any offering is limited to qualified investors (investitori qualificati) in accordance with applicable Italian law.

Sweden

The SPVs are not investment funds within the meaning of the Swedish Investment Funds Act (2004:46) or alternative investment funds marketed under the Swedish Alternative Investment Fund Managers Act (2013:561), except as may be separately notified. No prospectus has been or will be registered with the Swedish Financial Supervisory Authority (Finansinspektionen). Interests may be offered in Sweden only in circumstances that do not require a prospectus and only to professional investors.

Republic of Kazakhstan (including the Astana International Financial Centre)

The interests have not been and will not be registered under the laws of the Republic of Kazakhstan, including with the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market (ARDFM), and have not been approved by, registered with or notified to the Astana Financial Services Authority (AFSA) under the Acting Law of the Astana International Financial Centre (AIFC). This website and any offering materials do not constitute a public offering, placement or advertising of securities in the Republic of Kazakhstan or within the AIFC, and no prospectus has been or will be prepared or registered for such purposes. Any offering is directed only at persons who qualify as professional investors under the laws of the Republic of Kazakhstan or as Professional Clients or Market Counterparties within the meaning of the AFSA rules, in circumstances that do not constitute an offer to the public, or at persons who approach the Company exclusively on their own initiative (reverse solicitation). The interests are not deposits and are not insured or guaranteed by the Kazakhstan Deposit Insurance Fund, the National Bank of Kazakhstan, the ARDFM, the AFSA or any other governmental authority. Persons in Kazakhstan should consult their own licensed professional advisers as to the legal requirements applicable to them.

Other Jurisdictions

In any other jurisdiction, this website and any offering materials are made available only to persons to whom they may lawfully be communicated under the laws of that jurisdiction, at their own initiative, and do not constitute a public offering. If you are in any doubt about your status or eligibility, consult a licensed professional adviser in your jurisdiction.

Complaints and Contact

Questions or complaints regarding this website or these disclosures may be directed to Axevil Capital, LLC, 548 Market St, San Francisco, California 94104, United States, or info@axevil.com. Public regulatory information about the Company is available via the SEC’s Investment Adviser Public Disclosure system (adviserinfo.sec.gov).

info@axevil.com
San Francisco548 Market St, San Francisco, California, 94104, United States
DubaiThe One Tower, 23rd Floor, Office 13, Dubai, United Arab Emirates
AstanaOffice 338, 55/23 Mangilik El Avenue, Astana, Republic of Kazakhstan

Axevil Capital, LLC is a company (Delaware, #6832739) with legal address: 548 Market St, San Francisco, California, 94104, United States.

Axevil Capital, LLC has Exempt Reporting Adviser (ERA) status (SEC #802−126907).

The information presented on the website is for informational purposes only and:
— does not constitute an offer to buy or sell securities or other financial instruments;
— does not constitute an invitation to trade or provision of investment services;
— does not constitute individual investment advice.

The Company works exclusively with qualified investors who possess the necessary knowledge, experience, and financial capacity to assess risks and invest in high-risk instruments. This asset class involves elevated risks, volatility, and illiquidity. Investors must be prepared to accept the possibility of total loss of invested capital as well as lack of liquidity.

NOTIFICATION OF INVESTMENT RISKS AND STATUS OF THE COMPANY'S ACTIVITIES

FOR ALL INVESTORS GENERALLY:
The Company's activities focus on attracting investments in mature venture projects at the stage of sustainable business development, close to IPO exit.
The Company does not guarantee profit generation. Investments involve risks, including the possibility of returns below expectations, which cannot be guaranteed.

NOTICE TO INVESTORS IN THE UNITED STATES:
— Investment interest offerings are conducted as private placements and are not subject to registration under US securities laws.
— Available only to accredited investors.
— Such securities may have transfer and resale restrictions.
— Investments carry a high level of financial risk.
— Independent legal, tax, and financial consultation is strongly recommended before making investment decisions.

NOTICE TO RESIDENTS OF THE UNITED ARAB EMIRATES (UAE):
— Investment interest offerings are not public in the UAE.
— Directed only to qualified institutional investors.
— Interests are not registered or approved by the UAE Central Bank, SCA, or other regulators.

NOTICE TO RESIDENTS OF ITALY:
— Interest offerings are not authorized by Italian regulators under Decreto Legislativo No. 58/1998.
— Interests may not be offered, distributed, or sold to the general public.

NOTICE TO RESIDENTS OF THE UNITED KINGDOM:
— SPVs constitute unregulated collective investment schemes under FSMA 2000.
— Promotion is restricted and permitted only to "relevant persons" within the meaning of Financial Promotion Order 2005 (Articles 19(5), 49(2)(a)-(d)).
— Most standard protections of the UK regulatory system do not apply.
— Compensation under the UK Financial Services Compensation Scheme is not provided.

NOTICE TO RESIDENTS OF SWEDEN:
— The partnership is not an investment fund under the Swedish Investment Funds Act (2004:46).
— The offering is not subject to registration under the Swedish Financial Instruments Trading Act (1991:980).
— Interests are not approved and will not be approved by the Swedish Financial Supervisory Authority.

NOTICE TO RESIDENTS OF SWITZERLAND:
— SPVs are not approved by FINMA as foreign collective investment schemes under Article 120 CISA. Interests may not be publicly offered or distributed in Switzerland.
— SPVs are not regulated by Swiss authorities.
— Interests are available only to "qualified investors" under CISA or a limited circle of persons without public offering.
— By continuing, you confirm that:
1. You qualify as an accredited/qualified investor under the laws of your jurisdiction (e.g., in the U.S. an annual income exceeding $200,000 individually or $300,000 jointly, or net worth above $1 million, excluding primary residence).
2. You are legally permitted to access this information in your jurisdiction.
3. You understand that private investments involve a high degree of risk, including the risk of total loss of capital.

Axevil Capital 2021−2026 — All Rights Reserved