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VC  · Jun 09, 2026

Pari Passu XV a Series of Pari Passu Master II LLC

SEC Filing Record
Offering Amount
$0.4M
Strategy
VC
Exemption
06b
Date Filed
Jun 09, 2026
0002138070-26-000001
View on SEC EDGAR →
37A Read

The Series II designation and master-feeder architecture (Pari Passu Master II LLC) indicate this is a continuation vehicle within an established fund series, likely consolidating capital from multiple LP vehicles or share classes into a single master entity—a structure typically deployed when a manager has demonstrated sufficient AUM to justify administrative separation between GP and LP tiers.

The absence of prior EDGAR filings despite a Series II designation suggests either a newly EDGAR-filer manager transitioning from sub-$100M exempt offerings or a fund that previously operated under different exemption categories; the dual GP structure (Sydecar LLC and Brett Sagan as individuals) signals potential co-management or advisor roles rather than a single decision-maker, which allocators should clarify regarding authority and continuity.

Mid-2026 filing for a venture fund without disclosed prior EDGAR activity aligns with a manager either formalizing a previously informal structure or raising after a liquidity event or interim fund close; the $0M placeholder target is a standard EDGAR convention and should be confirmed via side letter or subscription documents to establish actual hard cap.

Verify whether Brett Sagan carries a key-person provision tied to fund performance cliffs or GP commitment levels, and confirm Sydecar LLC's role and ownership stake—particularly whether it is a third-party service provider (fund administrator, counsel) or a co-GP with meaningful capital deployment authority, as this distinction materially affects governance and conflict-of-interest protocols.

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Principals
General Partners & Executives
LLC Sydecar Brett Sagan