Formation Lights I, LP is a 2026 Delaware venture vehicle connected to Formation VC and Leeor Mushin, and its first SEC filing has an unusual feature compared with many newly launched funds: the stated offering amount and amount sold are exactly the same. The September 2026 Form D reports $7,339,847 offered, $7,339,847 sold, $0 remaining and 14 investors, with the first sale occurring on September 22. That means the filing reflects a vehicle that was fully subscribed relative to the offering amount stated at the time of filing rather than a large headline target with substantial capital still to raise. The same Form D identifies Formation VC Fund I GP, LLC as general partner and Leeor Mushin as manager of the GP. We found no evidence in the records reviewed that supports describing Formation Lights I itself as a scam, but investors should distinguish this particular vehicle from Formation's flagship fund, other Formation special-purpose vehicles and unrelated businesses using similar words in their names.
A SMALLER VEHICLE WITH A VERY DIFFERENT FORM D PROFILE
Formation Lights I is classified as a venture capital fund and relies on Rule 506(b) and Section 3(c)(1). The fund is not registered as an investment company under the Investment Company Act. Unlike several recent Form D vehicles that report a large proposed offering but $0 or only partial sales, Formation Lights I reports the entire $7.339847 million offering sold. It also reports 14 investors and a $6,000 minimum investment accepted from an outside investor. No sales commissions or finder's fees are reported. The offering is not expected to continue for more than one year, which is another indication that this vehicle may have a more finite fundraising purpose than a conventional multi-year flagship raise, although the Form D does not itself explain the investment mandate or why the vehicle was named "Lights."
One lesser-noticed disclosure deserves attention. Item 16 of the Form D estimates that $8,000 of gross proceeds will be used for administrative and organizational expenses of the fund payable in connection with persons required to be disclosed in the filing. That amount is small relative to the $7.34 million raised, but it illustrates why investors should read beyond the headline offering figure. Form D provides only a limited snapshot of expenses; management fees, carried interest, legal expenses, portfolio-company charges and other fund economics must be reviewed in the partnership agreement and subscription documents.
FORMATION LIGHTS I IS NOT FORMATION VC FUND I
The legal naming is particularly important here. Formation already has a separate Formation VC Fund I, L.P., formed in Delaware in 2024. Its original Form D reported a $20 million offering, $4.955 million sold to 38 investors and a $5,000 minimum investment. That filing used the same 10350 West Bay Harbor Drive address, named the same Formation VC Fund I GP, LLC and identified Leeor Mushin as manager of the general partner. Those overlaps provide strong evidence that Formation Lights I belongs to the same broader Formation VC fund platform, but they do not mean the two vehicles are interchangeable.
This distinction matters for both performance claims and fundraising claims. The $7.34 million raised by Formation Lights I should not be added casually to the original $20 million target of Formation VC Fund I and described as a single fund. Likewise, historical investments associated with Formation generally should not automatically be presented as assets of Lights I. An investor considering this specific partnership should ask what assets or companies Lights I was created to acquire, whether it is a co-investment or opportunity-style vehicle, how its economics differ from Formation VC Fund I and whether investors in the flagship fund received access to the same opportunity. The word "Lights" may suggest an internal vehicle naming convention, but the Form D itself does not disclose enough information to establish its precise purpose.
THE SAME GP ALSO APPEARS IN OTHER FORMATION VEHICLES
The connection becomes stronger when another 2026 SEC filing is examined. Formation Wave 2, a series of Formation Wave, LP, also uses Formation VC Fund I GP, LLC as its general partner, names Leeor Mushin as manager and uses the same Bay Harbor Islands address and telephone number appearing on Formation Lights I. This demonstrates that Formation operates more than one legal investment vehicle through the same GP infrastructure. For due diligence, that is useful evidence of organizational continuity, but it also creates a need to separate fund-level economics carefully.
Investors should not assume that Formation Wave, Formation Lights and Formation VC Fund I have the same portfolio, fee arrangements, investor rights or duration merely because they share a GP. Parallel vehicles and special-purpose structures are common in venture capital, but they may have different investment concentration, liquidity and conflict characteristics. A vehicle holding one or a small number of companies can be considerably more concentrated than a diversified flagship venture fund even when the same investment team makes the decisions.
ADVISER STATUS — FORMATION HAS AN ERA RECORD
Formation VC Management Co, LLC appears in the SEC Investment Adviser Public Disclosure system under CRD 335393 and SEC file number 802-135652. The SEC currently describes the firm as an Exempt Reporting Adviser and specifically states that it is "Not Currently Registered." An ERA is an investment adviser relying on an exemption from full SEC investment-adviser registration, commonly including the venture-capital-fund adviser exemption. It would therefore be inaccurate to market Formation VC Management as an SEC-registered investment adviser simply because it submits Form ADV reports.
Public Form ADV-derived information connects Formation VC Management to Formation VC Fund I and other Formation vehicles, providing another layer between the public Formation brand and its legal fund structure. Because Formation Lights I was filed only in late September 2026, investors should not assume that every newly created vehicle will already appear in an earlier Form ADV filing. The appropriate verification is to compare the newest Form ADV, the fund's governing documents and any later regulatory amendments rather than treating a timing difference between databases as evidence of misconduct.
FORMATION'S PUBLIC BRAND AND TEAM
Formation's official website describes the firm as an early-stage venture investor that leads pre-seed rounds and participates in seed rounds, with a presence in New York, San Francisco and Miami. It identifies Solly Garber and Leeor Mushin as the firm's principals. The site says Mushin previously worked as a principal at Floodgate and earlier created the 20|20 Fund, while Garber previously built Strada's early-stage investment activity. The firm's marketing emphasizes working with founders at what it calls the "Formation Stage," often before companies become obvious institutional venture targets.
This is useful background because Leeor Mushin is not merely a name appearing on a single September 2026 Form D. He also appears on the 2024 Formation VC Fund I filing and the 2026 Formation Wave filing. The repeated GP, individual, address and Formation branding provide multiple points of continuity. However, investors should still distinguish an individual's prior career track record from performance actually generated by Formation's current funds. Investments made while a partner worked at another venture firm are not automatically Formation portfolio investments and should not be counted as Formation fund returns unless the attribution is clearly documented.
SEARCH CONFUSION: FORMATIONVC.COM IS NOT FORMATIONLIGHTS.COM
Formation Lights I also presents an unusual online-verification problem. Searching the exact words "Formation Lights" can lead users to FormationLights.com, a New Zealand business selling handcrafted lighting products and furniture. That website describes products such as light shades and custom lighting and has no apparent relationship to the Delaware venture fund reviewed here. The venture investment firm's public website is FormationVC.com.
The similarity is accidental rather than evidence of wrongdoing, but it matters for search-based due diligence. An investor who searches only the legal fund name may find a completely unrelated commercial business before finding the venture manager. An impersonator could also exploit that ambiguity by registering a domain containing "Formation Lights" and copying legitimate information from the SEC filing. Investors should therefore identify the management platform through the legal GP, Formation VC website and regulatory filings rather than assuming that a website containing the fund's exact words is connected to the issuer.
WHAT WE THINK — THE BIG QUESTION IS WHAT THE VEHICLE ACTUALLY OWNS
Formation Lights I has several strong identity signals. Its $7.34 million offering was reported fully sold, 14 investors were disclosed, the GP and Leeor Mushin can be traced to prior Formation SEC filings, Formation operates an established venture website and its management organization has an SEC ERA record. Those facts make the existence of the fund and its relationship to the broader Formation platform easier to verify than an isolated vehicle with no predecessor records.
The most important unresolved issue is different: the public Form D does not tell investors why Lights I exists. A $7.34 million vehicle that closes quickly and does not plan to continue fundraising for more than a year could represent a focused investment structure, co-investment vehicle, portfolio-specific opportunity or another limited-purpose strategy, but the filing does not identify the underlying asset. Investors should not fill that information gap with assumptions. They should request the partnership agreement and subscription materials and determine exactly how many investments the vehicle may make, whether it invests alongside another Formation fund, whether allocation conflicts exist, what fees are charged at both vehicle and underlying-company levels, and what happens if additional capital is required.
SCAM AND IMPERSONATION CHECKS
We found no evidence in the records reviewed that supports calling Formation Lights I a fraudulent fund. The principal practical fraud risk is impersonation of a real vehicle. Because the SEC filing publicly discloses the exact fund name, CIK, GP, Leeor Mushin's name, address, offering amount and minimum investment, possession of those details does not prove that someone contacting an investor is authorized by Formation.
Before transferring capital, investors should confirm Formation Lights I, LP, CIK 0002153808 and Formation VC Fund I GP, LLC against signed subscription documents; verify any capital-call instructions through an independently obtained Formation VC contact; confirm the receiving bank-account beneficiary; and identify the fund's legal counsel, administrator and other service providers. Particular caution is warranted if someone claims that the SEC has approved Formation Lights I, promises guaranteed returns, directs funds to an unrelated entity, uses FormationLights.com as evidence of the venture manager, or represents investments from another Formation vehicle as assets of Lights I without supporting documents.
FINAL
Formation Lights I is a relatively small but already funded Formation VC vehicle rather than a conventional Form D announcing a large future fundraising target. Its September 2026 filing reports $7.339847 million offered and the same amount sold, 14 investors, no remaining offering amount and a $6,000 reported outside-investor minimum. The exact same GP and Leeor Mushin can be traced through earlier Formation VC Fund I and Formation Wave filings, while Formation VC Management maintains an Exempt Reporting Adviser record and FormationVC.com provides an established public venture platform.
The main due-diligence question is therefore not simply whether Formation exists. It is what this specific "Lights I" vehicle was created to invest in and how its economics and portfolio differ from Formation VC Fund I and Formation's other vehicles. Those details are not disclosed by Form D and should be verified from the fund documents before investors use the broader Formation brand or partner histories as a substitute for fund-specific diligence.