Independent Verdict
021T Capital SPV PSI, L.P. is a verifiable Delaware venture capital special-purpose vehicle with a direct regulatory connection to 021T Capital. The issuer operates under CIK 0002149935 and was formed in 2026. Its original August 13, 2026 Form D disclosed a $3.5 million offering with $0 sold and no investors at that time. The September 17, 2026 amendment materially changed the picture: the total offering was increased to $7.8 million, the full $7.8 million was reported sold, the remaining amount was $0, and the investor count had reached 36. The first sale occurred on August 14, 2026.
The filing classifies the issuer as a Venture Capital Fund and relies on Rule 506(b) and Section 3(c)(1). It identifies 021T Capital SPV GP, LLC as the general partner, 021T Capital Management, LLC as the management company and promoter, and Devon Triplett as Managing Director of the General Partner. All use the same One Kendall Square, Building 200, Suite B2201, Cambridge, Massachusetts address associated with 021T Capital.
The most important independent finding is the apparent relationship between the SPV designation "PSI" and Physical Superintelligence. Physical Superintelligence's official website directly lists 021T among its investors and states that the company has raised more than $58 million. That makes the connection substantially stronger than a simple name match. However, the Form D itself does not explicitly state that "PSI" means Physical Superintelligence, so the exact underlying security should still be confirmed through the SPV's private offering documents.
Key Findings
Issuer: 021T Capital SPV PSI, L.P. CIK: 0002149935 SEC File No.: 021-594193 Entity Type: Limited Partnership Jurisdiction: Delaware Formation Year: 2026 Latest Filing: Form D/A Latest Filing Date: September 17, 2026 First Sale Date: August 14, 2026 Fund Type: Venture Capital Fund Federal Exemption: Rule 506(b) Investment Company Act Exclusion: Section 3(c)(1) Original Offering Amount: $3,500,000 Latest Offering Amount: $7,800,000 Latest Amount Sold: $7,800,000 Latest Amount Remaining: $0 Latest Investors: 36 Minimum Investment Field: $0 General Partner: 021T Capital SPV GP, LLC Management Company: 021T Capital Management, LLC Signer: Devon Triplett Principal Address: One Kendall Square, Building 200, Suite B2201, Cambridge, Massachusetts 02139 Phone: 828-407-3397 Official Manager Website: 021t.vc Apparent Underlying Company: Physical Superintelligence Official PSI Website: psi.inc
021T Capital, the SPV Structure and the PSI Connection
The 021T relationship is unusually easy to verify. The Form D directly identifies 021T Capital Management, LLC as the management company and promoter, while 021T Capital SPV GP, LLC serves as general partner. The issuer's Cambridge address matches 021T Capital's official website, which describes the firm as a venture capital investor partnering with founders using superintelligence to build transformative companies from pre-seed through pre-IPO.
The SPV structure is important because investors are buying interests in 021T Capital SPV PSI, L.P., not necessarily purchasing Physical Superintelligence shares directly. The vehicle may hold preferred stock, common stock, a SAFE, convertible securities or another instrument. Investors therefore need to understand the additional legal and economic layer created by the SPV, including management fees, carried interest, voting rights, information rights, transfer restrictions and the way proceeds will be distributed after a future liquidity event.
The PSI connection can be independently supported from the apparent underlying company itself. Physical Superintelligence describes itself as a public benefit corporation building advanced AI systems for understanding and engineering the physical world. Its website says the company is developing a physics research lab focused on world models, advanced physical systems and discovery of new physical laws. The company lists Matthew Pines as CEO, Dr. Alex Wissner-Gross as Chief Scientist and Chief of Strategy, Alex Klokus as President and Dr. Alessandro Morari as CTO, and says its team includes more than 25 researchers and engineers with backgrounds across institutions and companies such as Harvard, MIT, Stanford, Los Alamos, Google, NVIDIA and Meta.
Most importantly for fund verification, PSI publicly states that it has raised more than $58 million, led by Breakthrough Energy Ventures, and specifically names 021T among its investors. That provides a meaningful independent bridge between the SPV name and the operating company. It still does not prove every legal detail of the SPV's ownership, but it is strong enough to identify Physical Superintelligence as the apparent underlying investment while clearly labeling the relationship as subject to confirmation from the subscription and investment documents.
From $3.5M With No Investors to $7.8M Fully Sold
The fundraising progression is one of the strongest unique features of this filing. On August 13, 2026, the original Form D reported a $3.5 million offering, $0 sold, 0 investors and "First Sale Yet to Occur." By September 17, the amendment reported a $7.8 million total offering, $7.8 million sold, $0 remaining and 36 investors, with the first sale dated August 14.
In other words, the offering more than doubled in size and was fully subscribed within roughly one month of the original filing. The increase from $3.5 million to $7.8 million represents an additional $4.3 million of offering capacity, while the investor base expanded from zero to 36. If the $7.8 million were divided evenly, the average would be about $216,700 per investor, although the Form D does not state that contributions were equal.
This is much more informative than simply saying that a Form D exists. The regulatory history shows a rapid transition from an unlaunched vehicle to a fully subscribed SPV. It does not reveal whether demand caused the offering size to be increased, whether 021T obtained a larger allocation in the underlying company, or whether another structural reason explains the change. Those questions require the private offering documents.
What We Think
021T Capital SPV PSI has a strong verification profile because three separate layers align. The SEC filing confirms the legal SPV, the general partner, the management company, Devon Triplett and the Cambridge address. 021T's own website independently confirms the investment platform and the same Cambridge location. Physical Superintelligence's official website then directly identifies 021T as one of its backers.
The principal unresolved issue is therefore not whether 021T or PSI exists. Both are independently verifiable. The central question is what exact security sits inside the SPV and on what economic terms. Investors should confirm whether the vehicle purchased preferred shares, common shares, a SAFE, a convertible instrument or another security; the entry valuation; whether the investment was primary or secondary; the SPV's ownership percentage; and whether any additional rights or restrictions apply.
Investors should also review the complete fee structure. The original Form D states that the issuer is obligated to pay a management fee to the general partner or an affiliate. That means investors should not assume a zero-cost structure simply because the filing reports $0 in sales commissions and finder's fees.
Risk Factors
The main risks are single-company concentration, early-stage technology risk, private-company valuation risk, SPV structural complexity and illiquidity. If the vehicle holds only Physical Superintelligence, investor outcomes may depend almost entirely on one private technology company. Advanced AI and physics research can require substantial capital, long development cycles and uncertain commercialization outcomes, while private company valuations are not continuously observable in public markets.
The SPV also creates an additional layer between investors and the underlying asset. Fees, carry, transfer restrictions, information rights and distribution mechanics may differ from direct ownership. Investors should therefore review the partnership agreement, subscription documents, underlying investment instrument, valuation, management fee, carried interest, voting rights, information rights and exit mechanics before relying on the 021T or PSI brand names alone.
Form D Is Not SEC Approval
The SEC Form D confirms an exempt securities offering notice. It does not mean the SEC approved 021T Capital, Physical Superintelligence, the $7.8 million valuation structure, the underlying technology or expected investor returns.
Final Assessment
021T Capital SPV PSI, L.P. is a verifiable 2026 Delaware venture capital SPV operating under SEC CIK 0002149935. Its regulatory history is particularly useful: the original August 13 filing disclosed a $3.5 million offering with no capital sold, while the September 17 amendment increased the offering to $7.8 million and reported the entire amount sold to 36 investors, with nothing remaining.
The filing directly connects the vehicle to 021T Capital SPV GP, LLC and 021T Capital Management, LLC, while 021T's official website confirms the same Cambridge operating address and its focus on superintelligence-related venture investing. Physical Superintelligence independently strengthens the connection by publicly listing 021T among its investors and reporting more than $58 million in total funding.
The evidence therefore supports a strong relationship between the SPV, 021T Capital and Physical Superintelligence, but the exact investment instrument still needs to be verified. The most important diligence questions are the type of PSI security held by the SPV, entry valuation, management fee, carried interest, investor rights, transfer restrictions and eventual distribution mechanics.
SEC Form D is a notice filing for an exempt securities offering. It does not constitute SEC approval, endorsement of 021T Capital or Physical Superintelligence, verification of private-company valuation or a guarantee of investor returns.
Published on FilingDossier: September 20, 2026.
This article is based on publicly available regulatory and company information and is provided for independent research and due-diligence purposes only.