Equitybee 22-99488, a Series of Equitybee cFund Master LLC

The two-GP structure (Henderson and Barzilai) with no prior EDGAR history suggests Equitybee is either filing for the first time as a regulated fund manager or operating through a different corporate entity; the 06c exemption (for funds with less than $100M in AUM or targeting fewer than 100 accredited investors) confirms this is a smaller, early-stage deployment rather than an established multi-fund platform.

Filing an amendment in May 2026 to a fund with no prior EDGAR record indicates either a regulatory requirement to register after crossing a threshold, a response to recent SEC guidance tightening exemption rules, or preparation for a follow-on raise; the timing reflects post-2025 market stabilization when smaller PE funds begin formalizing structures after testing models in prior years.

Before committing, verify whether this amendment modified fee structures, GP carry, or fee offsets tied to other Equitybee vehicles—since the master-feeder structure can obscure how management fees and carry are allocated across series; also confirm whether Henderson and Barzilai have key-man provisions and what triggers exist for fund dissolution or GP removal, as dual-GP structures without clear decision-rights create operational friction.