⚠ IMPORTANT: Investing in early-stage companies involves a high degree of risk. You should not invest more than you can afford to lose entirely. These securities are illiquid — there is no guaranteed market to sell them. The following risk factors are not exhaustive. This document is a template prepared for informational purposes; it must be reviewed and finalized by a qualified securities attorney before use in an actual offering.
CyberCab Fund Inc. is a newly formed entity with no operating history, no revenue, and no track record of performance. All financial projections are forward-looking estimates based on assumptions that may not materialize. Investors are relying entirely on the management team's ability to execute a business plan that has never been tested.
All financial projections presented in the offering materials — including Year 1 EBITDA of $3.14M, Year 5 fleet of 1,839 vehicles, and IPO valuation estimates of $340M+ — are model estimates based on assumptions including Tesla's pricing, commission rates, and operational performance. Actual results may differ materially and adversely from these projections. You should not make an investment decision based on projected returns.
The Company is dependent on the founding management team. The loss of key personnel, particularly the CEO and Managing Director, could materially and adversely affect the Company's operations, strategy, and ability to execute the business plan. The Company currently has no key-person life insurance or succession plan in place.
While the business model is designed to self-fund after Year 1 from reinvested profits, there is no guarantee that early-stage revenue will be sufficient to cover operating costs. If the fleet underperforms materially, the Company may require additional capital that may not be available, or may be available only on unfavorable terms that dilute existing investors.
The 35% Tesla Network commission used in all financial models is an analyst estimate (based on the Cern Basher model, April 2026). Tesla has NOT publicly confirmed or published its commission structure for fleet operators. If Tesla's actual commission is higher — for example, 40% or 45% — the Company's revenue, EBITDA, and projected returns would be materially reduced. A 10-percentage-point increase in Tesla's commission would reduce Year 1 EBITDA by approximately $445,000.
The Company's business is entirely dependent on Tesla's Robotaxi Network platform. Tesla may change pricing, commission rates, geographic availability, maintenance requirements, or fleet operator terms at any time without notice. There is no long-term contract between the Company and Tesla. Tesla could restrict access to its network, prioritize its own fleet, or discontinue the program entirely.
Elon Musk has stated a target price of "under $30,000" for the Tesla Cybercab. This price has not been formally confirmed by Tesla and no consumer purchase agreements have been established. The actual retail price may be higher. A vehicle price of $33,300 instead of $30,000 would increase the total fleet acquisition cost by $500,000 and extend the payback period.
Cybercab volume production began in 2026 and is ramping. Tesla has acknowledged a typical "stretched S-curve" for new products — initial production will be slow before accelerating. The Company may not be able to acquire 100 vehicles on its planned timeline, which would delay revenue generation and return of capital.
Tesla may choose to operate its own large-scale Robotaxi fleet, directly competing with third-party fleet operators on its own network. Tesla has significant advantages in cost, access to vehicles, and platform priority. There is no agreement or guarantee that Tesla will not disadvantage third-party operators in routing algorithms, pricing, or availability.
Full unsupervised autonomous vehicle operation requires regulatory approval from NHTSA, state DMV agencies, and local municipalities. As of 2026, Tesla has received approval for unsupervised autonomous rides in select Texas markets. This approval may not expand to all target markets on the anticipated timeline. If regulatory approvals are delayed or denied, the Company may be unable to operate its fleet in planned markets.
While the Company intends to operate through Tesla's licensed Transportation Network Company (TNC) platform, changes in TNC regulations, insurance requirements, or permitting requirements could increase costs or limit operations. Regulatory environments for autonomous vehicles are still evolving rapidly at the federal, state, and local levels.
This offering is being conducted under Regulation CF of the JOBS Act. Failure to comply with applicable securities laws could subject the Company and its officers to significant liability. The Company must file annual reports with the SEC; failure to do so could result in regulatory sanctions and loss of the ability to raise capital.
Autonomous vehicles may be involved in accidents, property damage, or personal injury events. As of Q1 2026, Tesla's supervised Robotaxi fleet averages approximately one incident per 57,000 miles — roughly 4× more frequently than the human driver benchmark. An autonomous vehicle accident involving a Company vehicle could result in significant liability, reputational damage, regulatory suspension, and loss of insurance coverage. The Company's insurance policy may not cover all claims.
The Company's vehicles depend entirely on Tesla's Full Self-Driving software. Software failures, bugs, OTA update issues, or cybersecurity attacks could render vehicles inoperable or cause them to behave erratically. There is no guarantee that Tesla's FSD software will perform as expected across all road conditions, weather events, and edge cases.
Financial projections assume a 30% utilization rate (approximately 5.4 loaded hours per day). This is presented as a conservative estimate. However, in early market launch phases, actual utilization could be lower — 15–20% — while demand builds. Lower-than-projected utilization would directly reduce revenue and could impair the Company's ability to execute its reinvestment strategy.
The financial model assumes minimal maintenance costs during the 3-year vehicle life, relying on Tesla's warranty coverage for major repairs. The Cybercab's warranty terms for commercial fleet operators may differ from consumer warranty terms. High utilization (78,000+ miles per year) may affect warranty coverage or result in accelerated wear that exceeds covered repairs.
As Waymo, Tesla, and other AV operators scale their fleets, competitive pressure may drive ride-hailing fares down significantly. The Company's model assumes pricing of $3.25 base + $1.00/mile (Austin 2026 rates). If pricing falls to $0.75/mile due to competition, Year 1 EBITDA would decrease by approximately $700,000 based on current utilization assumptions.
Waymo is currently operating over 3,000 vehicles with 250,000+ rides per week across multiple US cities, with significant capital backing from Alphabet. Waymo, Zoox (Amazon), and other well-capitalized competitors may expand into the Company's target markets, reducing demand or driving fare compression. The Company does not have the financial resources to compete at scale with these operators.
Class A shares in CyberCab Fund are not publicly traded. Under Regulation CF, shares may not be transferred or sold for one year following the offering close date, with limited exceptions. After that period, shares may only be sold through private transactions or a secondary market platform (if available). There is no guarantee that a buyer will be available at any particular price or at all. Investors should expect to hold shares for 5–10 years.
The Company intends to pursue a public offering (IPO or Regulation A+) as a liquidity event for investors. However, there is no guarantee that a public offering will occur, or that it will occur on any particular timeline or at any particular valuation. Public market conditions, regulatory changes, or business underperformance could prevent or delay a public listing. Investors may be unable to recover their investment if no liquidity event occurs.
The Company plans to offer periodic private secondary rounds allowing existing investors to sell shares to new investors. These private rounds are subject to the Company finding willing buyers, compliance with applicable securities laws, and the Company's decision to facilitate such rounds. There is no obligation for the Company to conduct private rounds or to ensure any particular price.
The Company may issue additional shares in future financing rounds, including a potential IPO, employee stock option pool, or strategic partnerships. Such issuances would dilute existing investors' percentage ownership. While Class A shareholders have anti-dilution protections in certain circumstances, these protections may not fully offset dilution in all scenarios.
The founder holds Class B shares with 10× voting rights, resulting in the founder controlling the majority of voting power even though investors hold 49% of economic shares. This means investors cannot remove the founder, force a sale, or override major business decisions without the founder's consent. The founder's interests may not always align with investors' interests.
Annual distributions to investors are not guaranteed. Distributions depend on the Company generating sufficient net profit after reinvestment. The Company intends to make distributions of approximately 4% of invested capital annually starting in Year 1 or Year 2, but reserves the right to reduce or suspend distributions if business conditions require increased reinvestment.
The Company may currently be or convert to an LLC structure. Converting from an LLC to a C-Corporation (required for a traditional IPO) may trigger tax consequences for shareholders. The tax treatment of such a conversion depends on individual circumstances and the Company's accumulated assets and earnings at the time of conversion. Investors should consult their tax advisors.
The Company depreciates vehicles over a 3-year straight-line schedule with a 10% residual value assumption. Actual vehicle values at end-of-life may differ. Changes in tax law could affect the Company's depreciation deductions and effective tax rate, impacting distributable earnings.
Note: This risk disclosure document is a template prepared for informational purposes and has not been reviewed or approved by any regulatory authority or securities attorney. It does not constitute legal, tax, or investment advice. Before conducting any securities offering, the Company must engage a qualified securities attorney to review and finalize all offering documents, including this risk disclosure. Regulation CF offerings must be conducted through an SEC-registered funding portal.