SEC Filing Record

Offering Amount

$0.0M

Strategy

PE

Exemption

06c

Date Filed

May 28, 2026

0002136669-26-000001

View on SEC EDGAR →

37A Read

The $0M target signals a placeholder filing under Rule 506(c), likely filed to establish regulatory standing before a formal offering term sheet is finalized; the Series structure under Equitybee cFund Master indicates this vehicle sits within a multi-series master fund architecture, which allows the manager to deploy capital across related vehicles without duplicating compliance overhead.

With no prior EDGAR filings, this is the manager's first registered raise, and the dual-GP structure (Henderson and Barzilai) paired with Rule 506(c) exemption suggests Equitybee operates as a regulated feeder targeting accredited and institutional LPs without broader marketing rights—a signal the manager prioritizes control over distribution speed.

Filing in May 2026 positions this raise into a period when secondary and continuation fund activity typically accelerates in VC/PE; if Equitybee has deployed capital from prior unregistered vehicles, this 506(c) filing may reflect a shift toward institutionalizing capital raising rather than relying solely on direct relationships.

Before committing, verify whether Equitybee has operated prior funds or SPVs on a non-EDGAR basis, confirm the economic split and termination mechanics between Henderson and Barzilai (including any key-man death/disability triggers), and establish whether the $0M placeholder reflects a delayed close or a genuinely underfunded initial offering.

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Principals

General Partners & Executives

Dennis Henderson Oren Barzilai

Equitybee 22-95706 a Series of Equitybee cFund Master LLC