DV 31F3 a Series of Denver Ventures I LLC is a fully subscribed Denver Ventures vehicle that reported $2,425,050 sold to 90 investors only three days after its September 29, 2026 first sale. The numbers immediately distinguish it from a typical concentrated SPV: the simple average capital contribution is only about $26,945 per reported investor, no sales commissions or finder's fees were disclosed, and the issuer relies on Section 3(c)(1). The more interesting question is what the cryptic "31F3" actually represents. Denver Ventures previously filed Aalo 31F and Aalo 31F2 vehicles, both associated by name with advanced-nuclear startup Aalo Atomics. The new issuer keeps the 31F sequence but drops the Aalo name. That creates a strong possibility that DV 31F3 represents another sleeve or follow-on transaction in the same investment lineage, but the October Form D does not identify Aalo or any other underlying company. FilingDossier therefore treats the asset connection as plausible rather than confirmed.
THE 90-INVESTOR COUNT IS ONE OF THE MOST IMPORTANT NUMBERS
DV 31F3 raised its entire $2.425 million offering from 90 reported investors.
That is a very different structure from an SPV with two or three family offices supplying several million dollars.
The simple average investment is approximately $26,945.
Actual subscriptions may vary substantially, but the data indicate a relatively broad investor base participating in a comparatively small venture vehicle.
The Form D reports no non-accredited investors.
It also relies on Section 3(c)(1), the familiar private-fund exclusion generally associated with a limit on beneficial ownership.
The 90 Form D investors should not automatically be treated as exactly 90 beneficial owners for Investment Company Act purposes. Legal look-through rules and entity investors can affect the count.
Even so, 90 reported investors is noteworthy because it places the vehicle much closer to the traditional 3(c)(1) ownership ceiling than many venture SPVs.
Investors should therefore understand how the manager monitors beneficial ownership, transfers and any future admissions.
This is not simply a theoretical compliance detail. If the vehicle has already closed its full offering, restrictions on transfers or admissions may become important to maintaining the fund's regulatory structure.
THE FUND WAS FILLED VERY QUICKLY
The Form D reports a September 29 first sale.
The filing was submitted on October 2.
By then:
$2,425,050 had been offered,
$2,425,050 had been sold,
and $0 remained.
That means the entire reported vehicle was subscribed within the short period reflected by the filing.
A fast close can indicate a strong existing investor network and a transaction where allocations had largely been arranged before the first sale.
Denver Ventures publicly says it works with hundreds of family offices, high-net-worth individuals and accredited angel investors. Its website describes an investor network numbering in the hundreds and an active portfolio across early-stage and later-stage technology investments.
The DV 31F3 investor count is consistent with a manager able to syndicate an opportunity broadly within an established network.
But fast fundraising is not evidence that the underlying asset is fairly valued.
Ninety investors can all participate in the same overpriced private-company transaction.
The relevant investment question remains what the vehicle purchased and at what price.
THE NAME "31F3" IS A MAJOR CLUE
Denver Ventures has an unusually revealing series-naming history.
Earlier SEC filings include:
Aalo 31F a Series of Denver Ventures I LLC
and
Aalo 31F2 a Series of Denver Ventures I LLC.
The second of those vehicles filed in May 2026 and reported approximately $1.46 million sold to 50 investors.
Denver Ventures has publicly confirmed that it backs Aalo Atomics, an advanced nuclear company developing modular reactor systems. David Prichard has also publicly discussed Denver Ventures' investment in Aalo.
Against that background, a new vehicle called DV 31F3 immediately stands out.
The sequence:
31F
31F2
31F3
strongly suggests successive transaction sleeves, follow-on vehicles or related allocations.
But there is one major evidentiary limitation.
The latest issuer is not named "Aalo 31F3."
It is named "DV 31F3."
The Form D does not identify the underlying company at all.
That change could be administrative, confidentiality-driven or related to an entirely different investment.
Without the subscription documents, FilingDossier cannot state that DV 31F3 definitely owns Aalo securities.
THE POSSIBLE AALO CONNECTION DESERVES DILIGENCE, NOT ASSUMPTION
If DV 31F3 is ultimately confirmed as another Aalo vehicle, investors would be gaining exposure to one of the more ambitious private nuclear startups in the U.S.
Aalo has been developing small modular nuclear reactor technology designed partly around the enormous electricity requirements of data centers and AI infrastructure.
Denver Ventures publicly celebrated Aalo's $100 million Series B and described the company as one of its frontier-technology investments.
That provides a genuine sponsor-company relationship.
But nuclear technology carries risks very different from ordinary SaaS investing.
A nuclear startup can face:
licensing delays,
engineering problems,
fuel availability,
construction risk,
regulatory changes,
large capital requirements,
long commercialization timelines,
and uncertainty around the cost of deployed electricity.
A company can make significant technical progress and still require multiple future financing rounds before producing commercial cash flow.
If DV 31F3 invested at a later and higher Aalo valuation than Denver Ventures' earlier vehicles, new investors also need to distinguish the sponsor's original investment economics from their own.
A strong return on Aalo 31F does not automatically imply the same potential return on 31F3.
DV ASSET MANAGEMENT IS THE IMPORTANT MANAGEMENT ENTITY
The DV 31F3 Form D identifies DV Asset Management LLC as an executive officer.
This entity can be independently tied to the Denver Ventures investment business.
A Form ADV filed under CRD 340604 gives the legal name:
DV Asset Management LLC
and the primary business name:
Denver Ventures.
The ADV lists a principal office at 1900 Lawrence Street, Suite 1930, Denver, Colorado.
That is significant because the issuer itself uses a Claymont, Delaware series-vehicle address.
The two addresses perform different functions.
The Delaware address is associated with the legal vehicle and series administration.
The Denver address is associated with the actual Denver Ventures advisory business.
Investors should not mistake the Claymont address for the operating headquarters of Denver Ventures.
REGULATORY STATUS SHOULD NOT BE OVERSTATED
One area where investment reviews need to be precise is the adviser record.
DV Asset Management has CRD number 340604 and has filed Form ADV.
However, the reviewed ADV does not show an SEC investment-adviser file number.
For that reason, FilingDossier would not label DV Asset Management as an "SEC-registered investment adviser" simply because a Form ADV exists.
Form ADV is used by both registered advisers and certain exempt or state-level advisory businesses.
Prospective investors should verify the firm's current registration or exemption status directly through the relevant IAPD and state records before relying on a regulatory label.
The useful fact is that DV Asset Management has a traceable IARD/CRD record.
The incorrect shortcut would be to convert that fact automatically into full SEC adviser registration.
THE $8,500 PAYMENT IS AN OPERATING COST, NOT A SALES COMMISSION
The offering reports:
$0 sales commissions,
$0 finder's fees,
and no sales-compensation recipient.
That means the public filing does not reveal an upfront broker placement fee.
However, Item 16 reports $8,500 of proceeds used or proposed to be used for payments involving related persons.
The filing explains that this amount represents a cost to cover fund organizational and operating expenses.
Relative to the $2.425 million offering, the $8,500 amount is roughly 0.35%.
That is not especially large on its face.
But it should not be confused with the complete cost structure.
Form D does not disclose:
carried interest,
management compensation,
administrator fees beyond the disclosed amount,
legal expenses,
tax preparation,
underlying SPV costs,
or potential transfer expenses.
An investor needs the operating agreement to understand the complete economics.
THE DENVER VENTURES SERIES MODEL IS ALREADY WELL ESTABLISHED
DV 31F3 is not an isolated legal experiment.
Denver Ventures has filed a large number of separately named vehicles.
Public Form D records include examples such as:
Aalo 31F,
Starfish Space 35,
ElevenLabs 36,
Hydra SPLYCAP 37,
Peak Energy 38,
Ramp 39,
Tiny Health 40,
and DV 41.
This naming pattern tells us something important about the firm's investment model.
Denver Ventures appears to use deal-specific or allocation-specific series vehicles through which groups of investors gain exposure to individual private-company opportunities.
That structure gives investors more choice than a blind-pool venture fund.
An LP may decide to invest in one company and skip another.
The trade-off is concentration.
If DV 31F3 represents one private company, investors do not receive the diversification that normally comes from committing to a 20- or 30-company venture portfolio.
The success or failure of one asset can dominate the outcome.
SOME DENVER VENTURES VEHICLES NAME THE COMPANY; OTHERS DO NOT
This inconsistency itself is worth understanding.
"ElevenLabs 36" is relatively transparent.
"Starfish Space 35" is relatively transparent.
"Peak Energy 38" is relatively transparent.
"Ramp 39" is relatively transparent.
"DV 31F3" is not.
Likewise, DV 30F2 and DV 23F3 use abbreviated names that do not reveal their underlying company.
That does not create a regulatory problem by itself.
Private vehicles do not need to disclose every portfolio company through their Form D name.
But it creates information asymmetry for outside researchers and secondary buyers.
A prospective investor should never rely on the series code alone.
The actual subscription package should explicitly identify the security owned by the series.
THE $0 MINIMUM DOES NOT MATCH THE ECONOMIC REALITY OF THE FUND
DV 31F3 reports a minimum investment of $0.
Yet 90 investors supplied $2.425 million.
The average was nearly $27,000.
The $0 field therefore cannot reasonably be interpreted as meaning no capital was required to participate.
It means no minimum was stated in that particular Form D field.
The manager may have established investment thresholds in private subscription documents, allowed different investors to take different allocations or retained discretion to waive minimums.
This distinction is increasingly important for syndicate-style funds.
A platform may accept smaller investments from long-standing members while requiring larger amounts from others.
Only the offering documents reveal the real rule.
A BROADER DENVER VENTURES LEGAL DISPUTE SHOULD NOT BE IGNORED
There is also a material organizational issue outside the DV 31F3 Form D.
In March 2026, Paul Foley LLC and Denver Angels Management LLC filed a civil action in Denver County against multiple parties including David Prichard, Kenneth Monfort, Denver Ventures LLC and DV Seed Fund Management LLC.
The lawsuit arises from a dispute involving Denver Angels and the creation and ownership of the Denver Ventures business structure.
Public case records describe claims by the plaintiffs involving ownership, fiduciary duties and alleged diversion of business value.
The allegations are disputed.
Denver Ventures has publicly characterized the case as meritless and a smear campaign, and defendants have sought dismissal.
No final judgment establishing liability was identified in the sources reviewed for this article.
This distinction is extremely important.
DV 31F3 itself is not identified in the reviewed case record as a defendant.
DV Asset Management LLC is also not among the defendants shown in the basic docket summary we reviewed.
The existence of organizational litigation should therefore not be rewritten as "DV 31F3 is being sued."
It is not.
The relevance is governance.
A dispute involving founders, ownership and the transition from Denver Angels to Denver Ventures may matter to investors evaluating management continuity, control and potential conflicts inside the broader organization.
Investors should ask whether the litigation could affect fund management, ownership of intellectual property, access to investor networks, deal-flow rights or the economics of the adviser and related entities.
ALLEGATIONS ARE NOT FINDINGS
Some public commentary surrounding the Denver Ventures dispute uses highly serious language, including allegations involving theft, racketeering and securities-related misconduct.
Those are plaintiff allegations.
They should not be converted into facts.
The defendants have denied the core allegations and publicly argue that the creation of Denver Ventures and related arrangements were properly approved.
As of the materials reviewed here, we did not identify a final court decision finding Denver Ventures liable for securities fraud or similar misconduct.
We also did not identify an SEC enforcement action specifically naming DV 31F3.
That does not make the litigation irrelevant.
It means the correct investor language is:
"There is unresolved civil litigation involving parts of the broader Denver Ventures organization."
Not:
"Denver Ventures has been found to have committed fraud."
The distinction is essential for a credible regulatory review.
THE INVESTOR BASE MAY BE A STRENGTH
Denver Ventures publicly describes an unusually broad network of accredited investors, family offices and founders.
Its website says the firm has made more than 50 investments and works with hundreds of investors.
That network can help explain how a $2.4 million vehicle reached 90 investors within a short period.
A strong investor community can be an advantage for venture investing.
Members can contribute sector knowledge, customer introductions, recruiting connections and follow-on capital.
For early-stage startups, the network surrounding a fund can sometimes matter almost as much as the check size.
But network size is not the same thing as investment performance.
A syndicate can have hundreds of sophisticated members while individual portfolio companies still fail.
THE SERIES MODEL CAN PRODUCE SELECTION BIAS
Deal-by-deal investing creates a subtle investor risk.
In a traditional venture fund, the GP allocates capital across the portfolio and investors receive exposure to both obvious winners and unexpected successes.
In an SPV model, investors choose individual deals.
That can feel empowering.
It can also create selection bias.
Investors may concentrate capital in the most recognizable or exciting companies after valuations have already risen substantially, while ignoring less glamorous early investments that ultimately produce better multiples.
A deal with strong investor demand is not necessarily the deal with the best expected return.
DV 31F3's rapid fill and 90-investor count show popularity.
They do not establish attractive pricing.
THE EXACT ENTRY VALUATION IS THE MOST IMPORTANT MISSING NUMBER
Whether the underlying company is Aalo or something else, investors need the actual entry price.
Form D does not disclose:
company valuation,
price per share,
security class,
primary versus secondary status,
liquidation preference,
discount or premium,
or expected holding period.
Those terms determine the economic quality of the investment.
If the fund is a follow-on vehicle into a company whose valuation has already risen substantially, the newest investors may carry significantly more valuation risk than investors in the first Denver Ventures sleeve.
This is why sequential SPV names deserve careful comparison.
The relevant question is not simply:
"Did Denver Ventures back a good company"
It is:
"At what valuation did this specific vehicle buy the company"
WHAT INVESTORS SHOULD REQUEST
DV 31F3 investors should be able to answer five basic questions before treating the filing as fully understood.
First, what exact company does 31F3 own
Second, is this genuinely a continuation of Aalo 31F and Aalo 31F2, or does the 31F sequence refer to something else
Third, what security was acquired and at what effective valuation
Fourth, what are all SPV-level costs, carried interest and manager economics beyond the disclosed $8,500 operating amount
Fifth, what legal entity exercises investment discretion and what is DV Asset Management's current adviser-registration or exemption status
Investors should also review the pending Denver Ventures organizational litigation and ask management directly whether it could affect the fund or adviser.
If the response is that the dispute is unrelated, the manager should be able to explain the corporate separation clearly.
LEGITIMACY AND INVESTMENT QUALITY ARE DIFFERENT QUESTIONS
The regulatory identity of DV 31F3 is relatively easy to establish.
The issuer has a real Form D.
The full $2.425 million offering is reported sold.
Ninety investors are reported.
DV Asset Management can be tied through Form ADV to the Denver Ventures name.
Denver Ventures has a visible operating website and a history of numerous Form D investment vehicles.
There is therefore far more evidence of a genuine venture operation than we see in anonymous issuers with no manager, no portfolio and no prior regulatory footprint.
The difficult question is investment quality.
The public record does not identify the underlying company.
It does not disclose valuation.
It does not disclose all fees.
It does not explain why the Aalo name disappeared from the 31F sequence.
And the broader manager organization is currently involved in unresolved civil litigation concerning its historical business relationships and ownership structure.
None of these facts proves the investment is bad.
They are reasons to demand more primary documentation.
OUR VIEW
DV 31F3 is a useful example of how a Form D can reveal a large amount of structural information while still withholding the one fact investors most want to know.
We know exactly how much was raised.
We know how many investors participated.
We know when the first sale happened.
We know the vehicle was fully subscribed.
We know the manager's identity and can connect it to a broader Denver Ventures investment organization.
What we do not know from Form D is exactly what the $2.425 million bought.
The prior Aalo 31F and Aalo 31F2 vehicles make an Aalo follow-on interpretation compelling, but not sufficiently documented to present as fact.
If that connection is confirmed, investors should focus heavily on later-round valuation, nuclear commercialization risk and how much upside remains relative to earlier Denver Ventures entries.
If the asset is something else, the analysis changes completely.
The unresolved Denver Ventures civil dispute also deserves disclosure because governance litigation can affect confidence in a manager even when a particular SPV is not a party to the case. At the same time, the case remains contested and should not be described as a finding of wrongdoing.
Our conclusion is therefore balanced: DV 31F3 has a credible and substantial regulatory trail, a fully subscribed offering and an identifiable venture manager, but its opaque series code, concentrated single-deal structure and broader organizational litigation mean investors should obtain the actual transaction documents before treating the SEC filing as sufficient due diligence.