Independent Verdict
First In Ventures Fund II LP is a verifiable venture capital fund focused on security, defense and dual-use technology, with substantially more underlying investment evidence than a typical small private fund. The September 17, 2026 Form D reports an indefinite Rule 506(b) offering, $21,762,626 sold and 60 investors. The fund is a Delaware limited partnership formed in 2023 and began selling interests on May 18, 2023. Its SEC filing identifies Forbes Reynolds McPherson, Arthur Karell, Lenore Karafa and First In Ventures II LLC among the related persons and entities. The filing reports zero sales commissions and finders' fees but approximately $3.149 million of proceeds allocated to related persons, expressly described as customary management fees.
The most important point is that First In Fund II is not a generic early-stage venture vehicle with only a marketing website and Form D. The broader First In platform has a publicly visible investment thesis centered on national security, defense technology, cybersecurity, AI, distributed systems and other strategically important dual-use technologies. Its official materials identify Renny McPherson as founder and managing partner and Arthur Karell as a general partner focused on AI, defense, dual-use technology, industrial automation and digital asset security. McPherson previously served as a U.S. Marine Corps intelligence officer and co-founded security technology company RedOwl Analytics, which was acquired by Forcepoint in 2017. Karell served as a Marine infantry officer and later worked at Anduril, where First In says he handled defense contracting and corporate development involving autonomous aircraft, submarine and ground-sensor acquisitions.
The second major differentiator is the quality of portfolio evidence. First In's own materials and third-party venture databases identify investments across companies such as Castelion, Antithesis, AnySignal, Shift5, Tidal Cyber, Smack Technologies, SCATR, Cloneable and other defense or security-oriented businesses. This is not merely a list of startup names surfaced by an aggregator. In several cases, there is independent evidence connecting First In to actual financing rounds. Antithesis, for example, publicly identifies First In as one of the investors in its 2024 financing. First In's own 2026 materials state that it led SCATR's Series A financing and backed Vanguard Defense and other defense technology companies.
The strongest fund-specific evidence comes from the U.S. Small Business Administration and Federal Register. In March 2026, the SBA published a conflict-of-interest notice relating to First In Ventures Fund 3 SBIC Critical Technologies LP and SCATR Corporation. The notice states that First In Ventures Fund II LP and First in SCATR 2024 LLC are associates under common control and own more than 10% of SCATR Corporation. This is unusually valuable because it directly ties Fund II—not just the First In brand—to a specific portfolio company using a federal government document. It moves the research beyond sponsor-level portfolio marketing and establishes an actual Fund II ownership relationship.
The third major differentiator is the evolution from Fund II into a federally licensed critical-technologies strategy. First In's Fund III was approved as an SBIC Critical Technologies fund and appears in the SBA's official SBIC directory under license number 40002379. The SBA directory lists approximately $65.88 million of fund size, while First In announced in March 2026 that Fund III had closed with $148 million of investable capital, including private investor commitments and SBA-guaranteed leverage. This distinction is important: the $65.88 million SBA directory figure and $148 million of investable capital represent different concepts and should not be treated as contradictory. The larger figure includes the leverage available through the SBIC structure.
FilingDossier's conclusion is that First In Ventures Fund II appears to be a legitimate, active and differentiated venture fund backed by a specialist national-security investment platform with strong portfolio verification. Its strongest positives are an unusually clear defense-tech thesis, founders with operational military and technology experience, direct federal evidence of Fund II ownership in SCATR and the subsequent establishment of an SBA-licensed Critical Technologies Fund III. Its main investment risks are the usual risks of early-stage defense technology: long procurement cycles, technical failure, dependence on government contracts, extreme company concentration, high private-market valuations and uncertainty over liquidity and realized returns.
Fund II, the First In Platform and Why This Strategy Is Different
First In was founded by Renny McPherson in 2020 with a stated mission of backing entrepreneurs building technologies that protect national security and economic resilience. The firm's investment framework is heavily oriented toward what it calls security technology rather than broad consumer or enterprise software. Its current writings focus on defense systems, cybersecurity, AI, autonomous systems, distributed computing, resilient communications and technologies that can serve both commercial and government customers.
That specialization matters because defense technology requires a different venture underwriting model from conventional SaaS. A startup can have technically strong products and still fail if it cannot obtain security clearances, navigate government procurement, win programs of record, scale specialized manufacturing or survive long contracting cycles. Conversely, companies that establish themselves inside defense procurement ecosystems can create unusually durable customer relationships and high barriers to entry.
Renny McPherson's background helps explain the strategy. First In states that he served as a Marine Corps intelligence officer, worked on national-security issues at RAND and later co-founded RedOwl Analytics. RedOwl was ultimately acquired by Forcepoint, giving him both government and startup operating experience before launching First In.
Arthur Karell adds another layer. First In says he began as a lawyer, volunteered for the Marine Corps, served in Afghanistan and later joined Anduril Industries. At Anduril he worked on defense contracting and helped build corporate development capabilities, including acquisitions in autonomous aircraft, undersea and sensor technologies. That background is particularly relevant because First In's portfolio increasingly includes companies trying to sell complex hardware-software systems to the U.S. government.
Fund II's $21.76 million public Form D amount is modest compared with large multi-stage venture franchises, but the capital appears highly focused. The 60 reported investors indicate a broader LP base than many niche venture funds. A simple arithmetic division would imply about $363,000 of securities sold per investor, but that should not be treated as the true average commitment because contributions may be highly uneven and Form D does not provide investor-level data.
The filing's approximately $3.149 million in payments to related persons is another important diligence fact. The issuer explicitly describes these payments as customary management fees. Relative to $21.76 million sold, that amount is economically meaningful and should prompt investors to review the timing and basis of management-fee calculations. It would be inaccurate to describe the amount as a one-time fee rate because the public filing does not explain whether it represents cumulative fees over multiple years, prepaid management fees, organizational costs or another contractual formula.
Fund II's 2023 first-sale date also places it in a particularly important defense-tech vintage. Between 2023 and 2026, investor interest in defense technology expanded sharply as autonomous systems, hypersonics, secure communications, drone warfare and AI-driven military systems moved from niche venture themes toward major government procurement priorities. First In was already positioned in these sectors before that surge became mainstream.
Portfolio Penetration: SCATR, Castelion, Antithesis and Security Technology
SCATR provides the strongest fund-level portfolio evidence. First In publicly announced in April 2026 that it led SCATR's Series A financing. The company develops technology designed to fragment, encrypt and dynamically route sensitive data in transit, making intercepted network traffic more difficult for an adversary to exploit. This fits directly within First In's thesis around security for increasingly connected military, infrastructure and software systems.
More importantly, a March 27, 2026 Federal Register notice states that First In Ventures Fund 3 SBIC Critical Technologies sought an SBA conflict-of-interest exemption for a proposed SCATR financing because First In Ventures Fund II LP and First in SCATR 2024 LLC already owned more than 10% of SCATR and were considered associates under common control. This is unusually strong evidence because it links Fund II directly to the company and also demonstrates continued investment across fund vintages.
The notice also reveals a potential cross-fund conflict issue that investors should understand. When an older First In vehicle already owns a company and a newer SBIC fund wants to invest additional capital, valuation, price, allocation and governance can create conflicts between the old fund, new fund and company. The SBA's formal conflict process exists precisely because related SBIC transactions can require additional oversight. The presence of a federal exemption process is not evidence of wrongdoing; instead, it shows that the cross-fund relationship is significant enough to trigger specific regulatory controls.
Castelion is another strategically important First In portfolio company. First In describes itself as an early investor in the company and has repeatedly published analysis around Castelion's hypersonic missile work. Castelion was founded by former SpaceX engineers and has developed the Blackbeard hypersonic weapon system. By August 2026, the U.S. Navy had awarded Castelion a contract of approximately $90 million to advance Blackbeard toward early operational capability. That development matters for First In's investment thesis because it demonstrates one of the central venture-defense questions: can an early-stage technology company transition from prototypes into large government procurement
Antithesis represents the software side of the portfolio. The company develops deterministic simulation testing systems designed to find software failures by creating controlled, reproducible environments. Antithesis publicly states that First In participated in its 2024 financing, alongside other institutional venture investors. The company later raised substantially larger rounds as demand grew among trading, infrastructure and mission-critical technology customers.
First In's portfolio also includes or has publicly discussed companies such as AnySignal, which works in space and defense communications; Shift5, focused on operational intelligence and cybersecurity for transportation and defense systems; Tidal Cyber; Smack Technologies; Cloneable, which applies AI to replicate specialist workflows in industrial environments; Vanguard Defense; and other critical-technology businesses. These companies span hardware, software, cyber, communications and industrial systems but share a common theme: they operate in markets where national security, infrastructure resilience or defense procurement are important demand drivers.
This breadth is strategically attractive but can produce uneven outcomes. A software security business may reach commercial customers relatively quickly, while a missile or autonomous defense hardware company can require years of testing, certification, manufacturing and government funding. Investors should therefore understand the portfolio not simply by number of companies but by capital intensity and time to liquidity.
First In also has at least one publicly visible exit. Adlumin, a cybersecurity company, was acquired by N-able in 2024. Third-party venture databases identify it as a First In portfolio exit. One exit is evidence that the platform can achieve liquidity, but it is not enough to establish Fund II's overall DPI, MOIC or net IRR because the ownership size and fund-level proceeds are not publicly disclosed.
Fund III, SBIC Leverage and the Evolution of First In
First In's expansion into Fund III is one of the most important pieces of evidence about the durability of the platform. The U.S. Small Business Administration's official SBIC directory lists First In Ventures Fund 3 SBIC Critical Technologies LP as a 2026 venture fund headquartered at the same Hobe Sound address, with approximately $65.88 million in fund size and an active investment status.
First In announced in March 2026 that the vehicle had completed its final close with $148 million of investable capital. The firm explained that Fund III was licensed under the SBIC Critical Technologies program, allowing private LP capital to be deployed alongside SBA-backed leverage. The program is intended to increase capital available to small businesses in strategically important U.S. technology sectors.
This creates an important distinction for investors. The $148 million is not simply outside equity raised from LPs. It includes the additional investment capacity created by government-backed SBIC leverage. That leverage can materially increase the amount First In can deploy, but it also changes fund economics because leveraged SBIC structures have regulatory restrictions, borrowing obligations and portfolio-eligibility requirements.
The SBIC license also creates external validation that is different from ordinary venture fundraising. The SBA maintains the fund in its official directory and subjects SBICs to regulatory requirements. It does not mean the government endorses individual investments or guarantees LP returns, but it confirms that the fund is operating within a federally supervised investment program.
Fund III's focus is explicitly critical technology. First In says the vehicle will invest in early-stage security technology companies and that the strategy aligns with sectors important to national security and economic resilience. This is a natural continuation of Fund II's portfolio but also increases the potential for cross-fund follow-on investments in companies already owned by earlier vehicles.
The SCATR conflict filing shows exactly how those situations can arise. Fund II already held more than 10% alongside an affiliated SPV, while Fund III proposed new financing. Similar situations could occur in other portfolio companies if First In wants to support winners across multiple rounds and multiple fund vintages.
Multi-Dimensional Risk Review and Evidence Gaps
The first major risk is defense procurement risk. Portfolio companies may depend heavily on U.S. Department of Defense, intelligence or other government contracts. Procurement cycles can be slow, politically influenced and subject to budget changes. A technically superior product does not guarantee a production contract.
The second risk is technology execution. Hypersonics, autonomy, secure communications and advanced manufacturing involve complex engineering. Development failures can consume significant capital before commercial scale is achieved.
The third issue is manufacturing risk. Hardware-focused companies must move from prototypes into repeatable production. Scaling missiles, sensors, aerospace systems or industrial equipment is substantially more capital intensive than scaling software.
The fourth risk is cross-fund conflicts. The SCATR Federal Register notice proves that Fund II and Fund III can hold interests in the same company. Investors should understand how First In determines pricing, allocation and follow-on rights when multiple affiliated funds invest in one portfolio company.
The fifth issue is government-backed leverage in Fund III. SBIC leverage expands deployment capacity but adds obligations and regulatory constraints. Fund II investors should understand whether portfolio companies could receive capital from a leveraged Fund III on terms that affect earlier investors.
The sixth risk is portfolio concentration. Fund II has only $21.76 million of reported securities sold. If several investments are large relative to fund size, individual company outcomes could have a material impact on total returns.
The seventh issue is valuation risk. Defense-tech valuations have risen dramatically as the category became more popular. High entry valuations can reduce future returns even when portfolio companies win contracts and grow rapidly.
The eighth risk is binary contract outcomes. Some companies may depend on winning one or two major government programs. Losing a key competition can materially reduce expected revenue.
The ninth issue is security and export-control exposure. Defense and dual-use businesses can be subject to ITAR, export controls, classified-information rules and restrictions on foreign ownership or customers.
The tenth risk is geopolitical dependence. Rising global tensions can increase demand for defense technology, but strategy value should not depend on any specific conflict continuing. Budget priorities can change.
The eleventh issue is key-person concentration. Renny McPherson and Arthur Karell are central to First In's public identity and investment thesis. Investors should understand key-person clauses and investment-committee governance.
The twelfth issue is management-fee burden. The latest filing reports approximately $3.149 million of proceeds to related persons and labels the amount customary management fees. Investors should examine how much of committed capital ultimately reaches portfolio investments after management fees and other expenses.
The thirteenth issue is fund-level performance transparency. Public sources and third-party databases describe First In's strategy and individual successes, but public audited data for Fund II's net IRR, TVPI, DPI and MOIC are not available in the sources reviewed.
The fourteenth issue is portfolio attribution. Not every First In portfolio company should automatically be assigned to Fund II. Some may belong to Fund I, Fund III, SPVs or growth-stage vehicles. SCATR is unusually strong because a federal notice directly names Fund II; other company references are often sponsor-level unless fund-specific documents establish otherwise.
The fifteenth risk is follow-on capital requirements. Defense startups can require repeated financing before achieving large-scale production. A smaller Fund II may need to depend on SPVs, later funds and external co-investors to maintain ownership.
The sixteenth issue is exit timing. Defense companies may remain private for long periods because revenue growth can depend on lengthy government procurement cycles. IPO and M&A windows are also cyclical.
The seventeenth issue is concentration in U.S. federal demand. Government contracts can produce durable revenue but also create customer concentration risk when one department or program represents a large percentage of company sales.
A serious investor should request the Fund II PPM, limited partnership agreement, current capital-account statements, complete portfolio list, cost basis by company, ownership percentages, follow-on reserves, realized exits, valuation policy, quarterly reports, management-fee schedule, carried interest, GP commitment, auditor, administrator, custodian, allocation policy across Fund I, Fund II, Fund III and SPVs, and details of every cross-fund financing requiring conflict procedures.
The most important questions are: Which companies are actually owned by Fund II rather than another First In vehicle How much of Fund II's value is concentrated in SCATR, Castelion, Antithesis or other top positions What has Fund II returned net of fees How much of the $3.149M management-fee amount is cumulative versus future How are cross-fund follow-ons priced What ownership percentage did Fund II retain after later rounds How much dry powder remains And what percentage of portfolio revenue currently comes from signed government contracts rather than projected procurement opportunities
Final Assessment
First In Ventures Fund II is one of the more differentiated venture funds reviewed by FilingDossier because the evidence extends far beyond a regulatory filing. The September 2026 Form D confirms $21.76 million sold to 60 investors and identifies the First In management team, but the platform's defense-tech specialization can also be verified through its official investment writings, team backgrounds, portfolio financings and later SBIC fund.
The strongest single piece of evidence is the March 2026 SBA conflict notice involving SCATR. It specifically states that First In Ventures Fund II and an affiliated SCATR vehicle own more than 10% of the company. That directly verifies Fund II portfolio ownership in a way that generic sponsor portfolio pages usually cannot.
The platform's evolution into a federally licensed SBIC Critical Technologies Fund III adds another layer of credibility. The SBA directory lists Fund III as an active 2026 venture SBIC, while First In reports $148 million of investable capital when private commitments and SBA-backed leverage are combined.
The strategy is also highly differentiated. First In is deliberately investing around cybersecurity, defense systems, autonomy, secure communications, industrial AI and national-security technology. Portfolio evidence involving SCATR, Castelion, Antithesis and other companies supports that thesis.
The biggest weakness is fund-level financial transparency. Public records do not show Fund II's current NAV, investment cost basis, unrealized valuation, DPI, TVPI, net IRR or exact ownership in most portfolio companies. First In's later successes and Fund III's scale are meaningful manager-level signals, but they should not be substituted for Fund II audited performance.
FilingDossier's conclusion is that First In Ventures Fund II appears to be a legitimate, specialist venture fund with unusually strong evidence of real defense-tech investment activity. Its strongest advantages are sector specialization, founders with operational national-security backgrounds, direct federal verification of at least one Fund II portfolio position and continued institutional development through the SBIC Critical Technologies program. Its key investment risks are concentration, defense procurement cycles, technical and manufacturing execution, high private-market valuations, cross-fund conflicts and the absence of publicly available fund-level performance data.
FilingDossier Research Conclusion
Company Name: First In
Fund Legal Entity: First In Ventures Fund II LP
CIK: 0002154386
Jurisdiction: Delaware
Fund Formed: 2023
Operating Location: Hobe Sound, Florida
Business Address: 11450 SE Dixie Highway, Suite 201, Hobe Sound, FL 33455
Phone: 917-797-3887
Form D Filed: September 17, 2026
First Sale: May 18, 2023
Rule: 506(b)
Fund Type: Venture Capital Fund / Pooled Investment Fund
Offering Amount: Indefinite
Amount Sold: $21,762,626
Investors: 60
Sales Commissions: $0
Finders Fees: $0
Use of Proceeds to Related Persons: $3,149,450
Use of Proceeds Description: Customary management fees
General Partner: First In Ventures II LLC
Founder / Managing Partner: Renny McPherson / Forbes Reynolds McPherson
General Partner: Arthur Karell
Related Person: Lenore Karafa
Core Investment Areas: National Security, Defense Technology, Cybersecurity, AI, Autonomous Systems and Dual-Use Technology
Fund II Direct Portfolio Evidence: SCATR verified through U.S. Federal Register / SBA conflict notice
SCATR Ownership Evidence: Fund II and First in SCATR 2024 LLC reported as owning more than 10% of SCATR Corporation
Sponsor-Level Portfolio Evidence: Castelion, Antithesis, AnySignal, Shift5, Tidal Cyber, Smack Technologies, Cloneable, Vanguard Defense and other security-technology companies
Historical Exit Evidence: Adlumin acquired by N-able
Related Fund: First In Ventures Fund 3 SBIC Critical Technologies LP
Fund III CIK: 0002092039
Fund III SBIC License Number: 40002379
Fund III SBA Directory Fund Size: Approximately $65.88M
Fund III Reported Investable Capital Including SBIC Leverage: $148M
Fund III Investment Style: Venture
Fund III Focus: Early-Stage Critical and Security Technologies
Fund II Current NAV: Not publicly established
Fund II Net IRR: Not publicly established
Fund II TVPI / DPI / MOIC: Not publicly established
Fund II Current Ownership in Most Portfolio Companies: Not publicly established
Fund II Auditor / Administrator / Custodian: Not clearly established from reviewed public sources
Independent Conclusion: First In Ventures Fund II is a verifiable specialist venture fund with $21.76M of reported securities sold to 60 investors and a clear national-security technology investment mandate. The strongest unique evidence is an SBA/Federal Register notice directly confirming Fund II and an affiliated SPV owned more than 10% of SCATR. The broader platform subsequently raised an SBIC Critical Technologies Fund III with $148M of reported investable capital including SBA-backed leverage. First In's strongest positives are specialist experience, real portfolio evidence and government-technology expertise; the principal diligence gaps are Fund II's current NAV, exact portfolio attribution, fees, ownership concentration and audited fund-level performance.
Primary Sources Reviewed
This review relied primarily on the September 17, 2026 SEC Form D for First In Ventures Fund II, the official First In website and team biographies, the U.S. Small Business Administration SBIC directory, the March 27, 2026 Federal Register conflict-of-interest notice concerning SCATR, Fund III SEC filings, First In's Fund III closing announcement and independently visible portfolio-company financing evidence.
Sponsor-level portfolio evidence is kept separate from Fund II-specific ownership unless a primary or regulatory source identifies Fund II directly. SCATR is treated as the strongest Fund II-specific portfolio case because the federal notice expressly names First In Ventures Fund II.
Important Notice
A Form D is a notice filing for an exempt securities offering. It does not mean the SEC has approved First In Ventures Fund II, First In or any portfolio company.
SBA licensing of Fund III does not mean the U.S. government endorses First In's investment performance or guarantees investor returns.
The $148M Fund III figure includes reported investable capital supported by private commitments and SBIC leverage and should not be confused with the SBA directory's approximately $65.88M fund-size figure.
First In portfolio references do not automatically prove that each company is owned by Fund II specifically. Portfolio attribution should be verified fund by fund.
FilingDossier is an independent public-record research platform and is not affiliated with First In, First In Ventures Fund II, the U.S. Small Business Administration, the U.S. government or the U.S. Securities and Exchange Commission.
This article is provided for informational and research purposes only and does not constitute investment, legal, tax or financial advice.