SEC Filing Record

Offering Amount

$1.5M

Strategy

PE

Exemption

06c

Date Filed

May 21, 2026

0002120674-26-000004

View on SEC EDGAR →

37A Read

The 'Series' designation in the fund name signals this is part of a master-feeder structure under Equitybee cFund Master LLC, meaning multiple parallel vehicles likely feed capital into a single master fund—a structure commonly used to segregate LP classes or manage regulatory compliance, though the $1M target suggests this particular series may serve as either a placeholder filing or a smaller dedicated commitment vehicle rather than the primary fundraising vessel.

With no prior EDGAR filings from this manager and only two named GPs, Equitybee appears to be either new to SEC-registered fundraising or operating previously under different legal entities; the two-GP structure and use of a 06c exemption (which allows funds to operate with fewer disclosure requirements) indicates this manager is building infrastructure for scaled institutional capital rather than operating an established multi-fund series.

Filing an amendment in May 2026 on what appears to be an initial registration suggests the manager encountered delays or required regulatory corrections before launch, potentially due to 2025-2026 tightening of exemption interpretations or LP documentation requirements rather than a market-driven re-sizing.

Before committing, allocators should confirm whether the $1M target is a final raise amount or a placeholder, whether any key-man provisions exist around Henderson and Barzilai, and whether Equitybee cFund Master LLC has completed its own SEC filing—if the master fund is not separately registered, fee and governance terms may lack the transparency typical of institutional vehicles.

Full analysis (GP structure, exemption breakdown, and market context) is available to Pro members.

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Principals

General Partners & Executives

Dennis Henderson Oren Barzilai

Equitybee 22-81541 a Series of Equitybee cFund Master LLC