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SEC EDGAR · Form D
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PE  · May 18, 2026  · 06b

137 Holdings PHI, LLC

Offering
Indefinite
Analysis

The $0 placeholder filing with three named GPs—two entity-level managers (137 Holdings Alpha, LLC and 137 Ventures Management LLC) plus an individual (Andrew Hansen)—signals a dual-track or co-GP structure where Hansen likely holds a key operational or decision-making role; this arrangement is typical when a founding GP transitions governance to a management company while preserving an individual's signature authority or when scaling a platform requires parallel entity management.

Absence of prior EDGAR filings from this manager indicates either a first-time institutional fund raise or a newly formed management company; the exemption 06b restriction to pre-existing relationships combined with three named GPs suggests the manager is building a formal vehicle around an established deal network rather than launching a brand-new platform, and the dual-LLC structure hints at potential prior deals or portfolio activity conducted outside SEC filing requirements.

A May 2026 filing for a fund with undisclosed target size and pre-existing-relationships-only exemption reflects deliberate opacity during the initial commitment phase—typical when a manager is anchoring capital from known LPs before finalizing strategy or closing the fund; this timing also aligns with mid-year LP capital allocation cycles where committed investors often move funds into position.

Before engaging, confirm whether Andrew Hansen holds a key-man clause triggering LP consent or fund wind-down rights, and verify the actual target size and fund economics once disclosed—$0 placeholders sometimes indicate a confidential offering where terms are negotiated bilaterally, creating material information gaps that should be resolved before any LP commitment.

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n/a 137 Holdings Alpha, LLC · n/a 137 Ventures Management LLC · Andrew Hansen
SEC EDGAR →
0002130767-26-000001