Antigravity Capital SEC Review: A $1.01 Million Venture Fund With Disclosed Expenses and Related-Vehicle Risks
Antigravity Capital a Series of CGF2021 LLC is a Delaware venture capital investment vehicle that filed a Form D on September 25, 2026. Its disclosed offering totaled $1,013,250, with the entire amount reported as sold to 21 investors. The filing identifies Antigravity Capital Management LLC as a related executive officer and Gadi Borovich as the authorized signatory. A particularly important disclosure is the allocation of $13,262 toward fund organizational and operating expenses involving persons identified in the filing. The issuer also declined to disclose its aggregate net asset value range, leaving investors without an independent public measure of its portfolio value. Historical regulatory records identify an earlier Antigravity Capital Fund I and a separately established Fund II, providing a basis for examining the management organization's investment history and legal structure. However, the new CGF2021 series is a distinct issuer, and neither the assets nor performance of the earlier funds can automatically be attributed to it. The central investment questions concern its actual underlying holdings, capital deployment, fee burden and relationship with affiliated investment vehicles.
Key Findings: The $1,013,250 Securities Offering
The September 25 filing identifies Antigravity Capital a Series of CGF2021 LLC as a Delaware limited liability company organized in 2026. Its principal business address is 2093 Philadelphia Pike, 5885, Claymont, Delaware.
The issuer classified itself as a venture capital fund and claimed the Rule 506(b) private offering exemption. It also identified the Investment Company Act Section 3(c)(1) exclusion rather than registration as an investment company.
The filing reports September 24, 2026 as the first sale date. Total securities offered and sold were both $1,013,250, with no remaining amount disclosed. The investor count was 21, and the minimum investment accepted from an outside investor was reported as zero.
The securities consisted of pooled investment fund interests rather than ordinary shares in an identifiable operating company. This distinction matters because an investor's economic rights arise through the investment vehicle and its governing documents.
A fully reported offering does not establish that all proceeds have been invested, that the underlying portfolio has appreciated or that the fund has generated distributable returns.
Management Investigation: Antigravity Capital Management and Gadi Borovich
The filing identifies Antigravity Capital Management LLC as an executive officer-related entity, with a business address at 129 Randall Street, San Francisco, California.
The notice was signed by Gadi Borovich as manager.
A separate institutional profile identifies Gadi Borovich and Daniel Ha as managing partners associated with Antigravity Capital. These identities can also be traced through the separate Antigravity Capital Fund II filing, which identifies both individuals and Antigravity Capital Management LLC among its related persons.
This provides a documented connection between the management organization and multiple investment vehicles.
However, the filing for the September series does not independently disclose the precise ownership percentages, voting rights or compensation arrangements of the management entity.
Investors should distinguish the individuals involved in investment management from the legal entity that holds title to underlying securities. They should also establish whether the management company exercises investment discretion directly or through additional contractual arrangements involving the series administrator.
Related Fund Investigation: Fund I, Fund II and the New CGF2021 Series
The historical regulatory record provides an important distinction between the current issuer and earlier Antigravity investment vehicles.
Antigravity Capital Fund I a Series of Antigravity Capital LLC, CIK 0001963309, filed an amended Form D in April 2024. Its filing identified Sydecar LLC as administrator and Taylor Hughes as an executive officer associated with that administrative relationship.
The historical record also reports an incremental financing amount of approximately $882,390 for the April 2024 amendment.
In June 2026, Antigravity Capital Fund II, LP, CIK 0002139593, submitted a separate Form D. Its related persons included Gadi Borovich, Daniel Ha, Antigravity Capital Fund II GP LLC and Antigravity Capital Management LLC.
The September CGF2021 series is a third legal issuer.
These records establish an investment management history involving multiple entities, but they do not establish that the vehicles hold identical investments, possess equivalent economic rights or participate in the same financing transactions.
The different fund structures also create questions about whether investment opportunities are allocated between the main fund and special-purpose series vehicles.
Investors should determine whether the new series provides exposure to a particular portfolio company, participates alongside Fund II or maintains a broader investment mandate.
Without an authenticated portfolio schedule, identifying a specific operating company as the underlying investment would be speculative.
Negative Finding: $13,262 in Organizational and Operating Expenses
The most concrete financial disclosure in the September filing is the amount reported under Item 16, Use of Proceeds.
The issuer identified $13,262 in gross offering proceeds that had been or were proposed to be used for payments to persons required to be named as executive officers, directors or promoters.
The filing explains that this amount represents fund organizational and operating expenses.
Relative to the reported $1,013,250 offering, the amount equals approximately 1.31%.
This is a specific disclosed expense rather than a hypothetical risk. Nevertheless, the filing does not establish whether the entire amount had already been disbursed at the submission date or whether all such expenditures represent compensation rather than reimbursement of operating costs.
The distinction matters because a fund's gross capital raised is not necessarily identical to the amount available for acquiring portfolio securities.
If the full disclosed amount is paid from offering proceeds, the remaining amount before any additional costs would be $999,988.
This calculation does not establish the fund's actual invested capital, because other expenses, reserves and investment-related costs may apply.
The filing separately reports zero sales commissions and zero finder's fees. That does not demonstrate the absence of management fees, carried interest or other contractual charges.
Investors should obtain a complete breakdown of organizational expenses and determine whether additional charges are imposed by the management company, administrator or underlying investment structure.
Asset Transparency and the Missing Portfolio Information
The issuer selected Decline to Disclose for its aggregate net asset value range.
This means the public Form D does not provide an independently usable indication of its existing asset value.
The filing also does not identify the underlying portfolio company, investment cost, securities class, ownership percentage or current valuation.
These omissions are important because a fund with approximately $1 million in reported subscriptions can have materially different financial characteristics depending on whether it holds one concentrated investment, several venture positions or an interest in another investment vehicle.
A single-company investment may provide concentrated exposure to one business and its future financing requirements. A portfolio investment structure may offer a different distribution of risk, but may also introduce additional fees and contractual restrictions.
Neither structure can be confirmed from the name of the issuer alone.
The available evidence therefore supports the existence of a securities offering and an identifiable management relationship, but not the actual portfolio composition or financial performance of the new vehicle.
Series Structure and Potential Related-Party Conflicts
The name of the issuer identifies it as a series of CGF2021 LLC.
Other SEC filings demonstrate that CGF2021 LLC is used in connection with multiple separately named investment series. Such vehicles may share administrative infrastructure while maintaining distinct securities issuers and investment arrangements.
This structure makes legal separation an important due-diligence issue.
Investors should establish which entity legally owns the underlying securities, how assets and liabilities are allocated to the series and whether the governing documents impose restrictions on transactions involving other series.
The use of shared infrastructure does not itself demonstrate improper commingling or conflicts of interest.
However, where multiple vehicles are associated with the same investment organization, allocation policies become important. Investors should determine whether the manager can allocate the same investment opportunity among Fund II, the CGF2021 series and other affiliated vehicles.
Different entry dates, security classes, transaction expenses and fee arrangements could produce materially different outcomes even if two funds invest in the same operating company.
The partnership and series agreements are necessary to establish the actual rights and obligations involved.
Additional Investment Risks and Final Assessment
The new series has a documented securities filing, an identifiable management relationship and a fully reported $1,013,250 offering. Its 21-investor count provides a concrete measure of participation in the disclosed transaction.
Nevertheless, several material investment questions remain unresolved.
The issuer declined to disclose its asset value range, the underlying investment has not been independently identified, and the complete fee schedule is unavailable through the reviewed public records.
Its disclosed $13,262 organizational and operating expense allocation provides a specific financial item that investors can reconcile against the fund's actual accounts.
The existence of Fund I and Fund II also creates a clear need to examine allocation policies and distinguish the new series from the broader investment platform.
No issuer-specific SEC enforcement finding has been established through the reviewed sources. The reported expenses and limited public financial disclosure are not, by themselves, evidence of fraud or a securities-law violation.
The central conclusion is that the Form D establishes the existence and reported size of the offering, while the value of investors' interests depends on underlying assets, contractual rights, expenses and eventual liquidity that cannot be determined from the notice alone.
A complete financial review should obtain the operating agreement, subscription documents, current portfolio schedule, detailed expense allocation, valuation policy and any agreements governing transactions with related Antigravity investment vehicles.