Fund 5 · Business Transition · Acquisition & Employee Ownership

Built for the owner who wants a real exit, a real legacy, and real continuity.

Fund 5 is structured for established operating companies valued above $2 million with existing managers and staff. The fund is designed for owners who want to transition part or all of the business, retain token participation if desired, and create a path toward ESOP, ETOP, or fully employee-owned outcomes while preserving continuity for customers, employees, and families, all within a 506(c) accredited investor structure.

See owner pathways Discuss a transition

For retiring owners

Transition without forcing a cold sale.

Many successful owners are not looking for the highest headline bid if it means losing the culture, burdening the team, or walking away from all upside. Fund 5 is built for owners who want liquidity, continuity, and the ability to keep participating as the business transitions to new leadership and a broader ownership structure.

Partial sale: Sell a portion of the business now, retain tokens, and participate in future performance.
Full sale with retained upside: Transition control while keeping a token position tied to future value creation.
Employee ownership pathway: Move toward an ETOP or broader employee-owned structure as management depth increases.
Real estate flexibility: Include owned real estate in the transaction, separate it from the operating company, or place it into a trust and lease it back to the business.

Keep continuity

Customers, vendors, and employees continue working with an operating business rather than watching the company get stripped, merged away, or abandoned after closing.

Retain participation

Owners can retain some or many tokens as they transition, preserving alignment with the company they spent years building.

Shift responsibility gradually

Existing managers can take on more responsibility over time while Capstone Admin Services and affiliated platform resources support the less attractive back-office load.

Preserve legacy

The transition can reward the people who helped build the business instead of sending the entire company to an outside buyer with a different agenda.

Investment structure

Accredited participation under a 506(c) structure.

Fund 5 is offered to accredited investors under a 506(c) structure with a $100 token price for ETOP and SPV participation. This fund is designed to align transition-minded business owners with investors who want exposure to established operating companies, structured succession, and long-term value creation outside the technology and oilfield categories.

Token price: $25,000 per token.
Investor profile: Accredited investors under a 506(c) offering path.
Use of structure: Support partial sales, majority transitions, business roll-ups, and employee-ownership pathways.
Eligible businesses: Operating companies valued above $2 million with staff, management continuity, and transition potential.

ESOP

An ESOP is a formal employee stock ownership plan governed under ERISA rules. It can be powerful, but it is often more complex, more regulated, and more expensive to establish and maintain.

ETOP

An ETOP can be used here as a more flexible employee token ownership path, allowing ownership participation to be structured through tokens rather than a traditional stock-plan format.

Fully employee owned

Some transitions may move all the way to broader employee ownership over time, whether through an ESOP, an ETOP-style structure, or another employee-owned arrangement tailored to the business.

Fund role

Fund 5 can help provide capital, structure, and transition support so the owner is not forced into a single all-or-nothing exit decision.

Target companies

Businesses that are a strong fit for the fund.

This fund is intended for established non-technology and non-oilfield operating companies with durable customer relationships, trained staff, existing managers, and practical service demand. Companies with steady recurring work, strong local position, room for operating improvement, and owners who want both legacy and liquidity are especially attractive.

Professional services

Accounting, bookkeeping, payroll, compliance, and tax support firms

These businesses can fit both as platform acquisitions and as service providers supporting other portfolio companies during transition.

Field & trade services

HVAC, plumbing, electrical, restoration, safety, janitorial, and facility services

These companies often have recurring demand, trained crews, route density, and strong value in local reputation.

Industrial & business support

Packaging, distribution support, specialty fabrication, testing, logistics support, and B2B maintenance

Operational discipline and customer retention can create strong transition economics in businesses with existing team depth.

Healthcare-adjacent & niche services

Non-clinical support services, senior support operations, therapy support administration, and specialized local service brands

The focus is on regulated or operationally disciplined businesses where continuity matters and management transition can be structured carefully.

Why this fund matters

Why this opportunity is becoming more urgent.

McKinsey reported in 2026 that about six million small and medium-size businesses are expected to face ownership transitions by 2035, with annual exits potentially rising to 665,000, while only about one million are expected to sell in transactions. McKinsey also noted that successful transitions on this scale could protect up to 12 million jobs and about $250 billion in annual local economic activity, underscoring how many businesses may otherwise close, liquidate, or lose continuity if transition capital and succession solutions are not available. See McKinsey and Forbes.

Ownership transition wave

Millions of owner-led businesses are approaching retirement-driven transition over the coming decade.

Limited buyer capacity

Only a fraction of those businesses are projected to complete a sale, creating a large gap for structured transition capital.

12M

Jobs at stake

Successful ownership transitions can preserve local jobs, customer relationships, and operating continuity.

665K

Annual exits

The pace of exits is expected to rise materially as more owners reach retirement age without a clear succession path.

Transition path

A practical structure for a phased transition.

Employee ownership trusts are increasingly used to help closely held companies transition ownership, often using future company profits to repay seller and lender financing, while employees benefit through profit participation rather than direct individual share accounts. That financing model supports the broader idea that transition structures can preserve continuity while moving ownership over time rather than forcing a single hard exit.

Evaluate the business

Review earnings quality, management depth, customer concentration, owned real estate, and transition readiness.

Choose the structure

Determine whether the business, the real estate, or both should be tokenized together, separated, or paired with a trust and leaseback structure.

Set the ownership path

Build a partial sale, majority transition, roll-up, or employee-ownership path with room for the owner to retain tokens if appropriate.

Support the handoff

Shift mundane management, accounting, reporting, and operational support to business services so the operating team can focus on running the company.

Why tokens

More flexible than a one-time sale

Tokenization can create divisible ownership units, support phased liquidity, and give owners a way to retain participation while control and responsibilities transition over time.

Roll-up optionality

Keep the businesses that fit

Some businesses may be transitioned and exited over time, while others can remain part of a longer-term roll-up strategy when they strengthen the platform.

Employee pathway

Broader ownership over time

An EOT-style model can provide a simpler and lower-cost route toward employee ownership compared with more complex structures, while still supporting profit participation and governance design.

Financing logic

Use future profits intelligently

NCEO notes that EOT transition loans are commonly repaid from future operating profits, allowing sellers to receive a mix of upfront and deferred value while the business continues operating.

Business services layer

Take the back-office pressure off the operating company.

As owners step back and management teams step up, the least enjoyable work often becomes the biggest drag on the transition. Fund 5 is designed to work with Capstone Admin Services and other business-services support entities so accounting, reporting, payroll, compliance support, and operational administration can be handled in a more centralized way while local management stays focused on sales, service, execution, and customer relationships.

Accounting support

Monthly closes, financial reporting, budgeting, KPI tracking, and lender or investor-ready reporting can be standardized.

Operational admin

Payroll workflows, vendor controls, insurance coordination, documentation, and recurring compliance tasks can move out of the owner’s head and into a repeatable system.

Management lift

Existing managers can take on more responsibility gradually because they are not also forced to carry every mundane administrative burden at once.

Roll-up strategy

We may roll up businesses ourselves — or help you form and tokenize one.

Fund 5 can pursue its own roll-up of complementary operating companies, and it can also help other owners and organizers form a roll-up and tokenize it through a dedicated SPV. The roll-up strategy rests on a simple arbitrage: fragmented small operators trade at low multiples on their own, but a consolidated platform of scale commands a materially higher multiple. By combining several solid businesses into a single company, cutting duplicated overhead, and installing professional leadership, the same underlying cash flow can be worth far more — with owners and organizer both benefiting.

Consolidate for scale: Several established, cash-flowing businesses in fragmented service categories can be rolled into one unified holding structure, centralizing overhead, strengthening leadership, and expanding enterprise value as scale improves.
Dedicated SPV: A dedicated SPV LLC can consolidate acquired operating companies into a single roll-up vehicle with separately tokenized ownership priced at $100 per token, designed to work cleanly with our Employee Token Ownership Plan (ETOP) while keeping ownership economics tied directly to the roll-up.
Flexible token count: The total token count for the SPV is not fixed. Additional tokens may correspond to companies added to the roll-up over time as the platform expands.
Raise on 506(c): After the SPV is organized and the first company is added, it can separately raise capital on a Rule 506(c) basis, with minimum participation determined by the investor verification path while the $100 token structure keeps the entry format flexible.

We do the roll-up

Fund 5 can acquire and combine complementary operating companies into a single platform, driving multiple expansion and centralized overhead across the group.

We help you roll up

Owners and organizers who want to build their own roll-up can use our structure, SPV framework, and $100 token model to consolidate and tokenize their platform.

SPV & ETOP alignment

The $100 SPV token unit is sized to work cleanly with the ETOP, keeping employee and investor ownership economics tied directly to the roll-up.

Capstone Admin Services

Capstone Admin Services provides centralized administrative support across the platform — standardizing accounting, reporting, payroll coordination, documentation, compliance support, and recurring operational administration as portfolio companies transition and grow.

Leadership

The team behind Fund 5.

Fund 5 is presented under the same STW RWA and First Capital leadership framework used across the platform, so business owners and investors have a consistent contact and decision path.

David Stewart

CEO, SurfTheWeb

40+ years in business and real estate. CEO of First Capital Co and SurfTheWeb. In partnership with Dr Parry, spearheading the project, we have established $67M in foundation value having built the entire STWcoin ecosystem from the ground up.

Dr. Robert Parry

President

Dr Robert Parry, major shareholder, brings 40+ years spanning sales, marketing, and public relations in the financial arenas, including the last 12 years in cryptocurrency. He is a key figure bridging conventional financial systems with blockchain technology.

Paul Johnson

CFO

California Real Estate Broker with 20 years of residential and commercial experience. Contributed to multiple startups, managed investor relations, and overseen regulatory filings for companies going public.

David Board

RWA Dev Consultant

In the Web3 space since 2013. Published author of one of the earliest books on Bitcoin. Extensive experience developing and bringing new products to market in both permissionless and permissioned DeFi.

Contact

Confidential conversations with owners, managers, and investors.

Fund 5 is intended for business owners who are thinking about retirement, partial liquidity, succession, employee ownership, or a structured sale with continued participation. It is also intended for investors seeking exposure to established operating companies outside the technology and oilfield categories.

David Stewart, CEO
Email: david@STWcoin.net
Phone: 805-216-1160
Text & message WhatsApp

Dr. Robert Parry, President
Email: rparry@STWcoin.net

M&A reference: FirstCapitalCo.net/MandA