Independent Verdict
NextGen Technology Fund I LLC is a newly formed Delaware private investment fund with a verifiable first SEC Form D filing dated September 18, 2026.
The fund operates under CIK 0002155897.
Its first Form D reports:
$600,000 already sold
2 investors
$100,000 minimum investment
an indefinite total offering
and reliance on Rule 506(b).
The issuer was formed in Delaware in 2026 and reports a principal fund address in Morristown, New Jersey.
What makes NextGen Technology Fund I particularly interesting is its management structure.
The Form D identifies two individuals:
Tao Liu
and
Jian Sun.
Tao Liu is described as the control person of Seapulse 2 LLC, which owns 51% of the fund's manager.
Jian Sun is described as the control person of Mindsight LLC, which owns the remaining 49% of the fund's manager.
This means the SEC filing itself reveals a clearly divided 51/49 management ownership structure.
The filing also gives Tao Liu an address in Beijing, China, while Jian Sun uses the same Morristown, New Jersey address as the fund.
That creates a cross-border management structure that deserves more attention than the fund name alone would suggest.
For FilingDossier, the central due-diligence question is therefore not simply whether NextGen Technology Fund I exists.
It does.
The more important questions are:
What legal entity is actually the fund manager
What technology investments does the fund intend to make
How are investment decisions divided between the 51% and 49% owners
And what operational controls exist when one controlling person is based in China and the other in the United States
Key Findings
Issuer: NextGen Technology Fund I LLC
CIK: 0002155897
SEC File No.: 021-598030
Entity Type: Limited Liability Company
Jurisdiction: Delaware
Formation Year: 2026
Latest Filing: New Form D
Filing Date: September 18, 2026
Signature Date: September 17, 2026
Federal Exemption: Rule 506(b)
Investment Company Act Exclusion: Section 3(c)(1)
Fund Type: Other Investment Fund
Aggregate Net Asset Value Range Reported: $1 to $5 million
Total Offering: Indefinite
Amount Sold: $600,000
Investors Reported: 2
Minimum Investment: $100,000
Non-Accredited Investors: None reported
Sales Commissions: $0
Finder's Fees: $0
Date of First Sale: September 1, 2026
Principal Fund Address:
17 Huckleberry Lane Morristown, New Jersey 07960
Fund Phone:
929-445-2198
Executive Officer: Tao Liu
Executive Officer: Jian Sun
Manager Ownership Relationship:
Seapulse 2 LLC-related control: 51%
Mindsight LLC-related control: 49%
Form D Signer:
Jun Zhao
Title:
Finance Manager
This Is a Brand-New Fund
NextGen Technology Fund I is materially different from several of the older private funds reviewed by FilingDossier.
The SEC filing states that the issuer was formed in:
2026.
Its first reported sale occurred on:
September 1, 2026.
Its first Form D was then filed on:
September 18, 2026.
That means the available regulatory history is extremely short.
There are no years of prior Form D amendments to compare.
There is no long fundraising history under this CIK.
And there is no prior issuer name disclosed in the filing.
The SEC record explicitly reports:
Previous Issuer Name: None
Previous EDGAR Name: None.
For investors, that means due diligence needs to focus more heavily on the manager, controlling persons, bank accounts, service providers, and underlying investment strategy because the fund itself has almost no historical regulatory footprint.
The First $600,000 Came From Only Two Investors
The Form D reports:
Total Amount Sold: $600,000
Total Investors: 2.
This is useful because it gives us a picture of the fund at a very early stage.
If the $600,000 were divided equally, the average would be:
$300,000 per investor.
However, FilingDossier would not assume that the contributions were equal.
One investor could have provided most of the capital.
The important finding is simply that the fund began with a highly concentrated investor base.
With only two reported investors, early fund economics can be strongly influenced by a very small number of limited partners.
The Minimum Investment Is $100,000
The SEC filing reports:
Minimum Investment Accepted From Any Outside Investor: $100,000.
That figure gives useful context regarding the expected investor profile.
However, the $100,000 minimum should not be confused with the accredited-investor qualification requirements applicable to the offering.
A person can have $100,000 available and still not necessarily qualify to participate.
Likewise, qualifying as an accredited investor does not mean the investment is suitable.
This is a private pooled investment fund with limited public information and a new operating history.
The 51/49 Ownership Split Is the Most Important Structural Detail
The most distinctive part of the SEC filing appears in the related-person disclosures.
Tao Liu is identified as:
Executive Officer.
The Form D then states that Tao Liu is:
control person of Seapulse 2 LLC, 51% member of the Fund's manager.
Jian Sun is also identified as:
Executive Officer.
The filing describes Jian Sun as:
control person of Mindsight LLC, 49% member of the Fund's manager.
This tells us that the manager is not controlled by one wholly owned sponsor entity.
Instead, management ownership appears divided:
51%
and:
49%.
That is a meaningful governance structure.
The 51% owner may have majority voting control depending on the manager's operating agreement.
But the actual decision-making authority cannot be determined from percentage ownership alone.
Investors should ask whether:
major investment decisions require simple majority approval
unanimous approval is required for certain actions
the 49% owner has veto rights
investment authority is delegated to an investment committee
or one individual has final portfolio authority.
Those questions matter because ownership percentage and actual investment authority are not always identical.
Tao Liu's Beijing Address Creates a Cross-Border Element
The Form D lists Tao Liu's address as:
No. 408, Gate Jia, 12th Floor Fangchengyuan No. 1 District Beijing, China.
Jian Sun is listed at:
17 Huckleberry Lane Morristown, New Jersey 07960.
That is the same New Jersey address used as the fund's principal location.
This means one of the disclosed control persons is located outside the United States.
A foreign-based control person is not inherently problematic.
U.S. private funds can have international owners, executives, advisers, and investors.
But cross-border management introduces additional due-diligence questions.
These can include:
where investment decisions are made
where books and records are kept
which entity controls bank accounts
how compliance responsibilities are allocated
whether foreign affiliates receive fund payments
and how conflicts between U.S. and overseas management are resolved.
Seapulse 2 LLC Can Be Independently Identified
The filing connects Tao Liu with:
Seapulse 2 LLC.
Separate New York corporate-record-derived information identifies Seapulse 2, LLC as a New York limited liability company originally formed on April 23, 2018.
The available state-derived record also identifies Tao Liu as the recipient for service of process.
That provides an external entity-level match between:
Tao Liu
and
Seapulse 2 LLC.
This is useful because it shows that the 51% manager owner is not merely an unexplained name appearing once inside Form D.
However, public corporate records alone do not tell us what investment-management activities Seapulse 2 conducts.
Investors should distinguish entity existence from investment experience.
What About Mindsight LLC
The Form D identifies Jian Sun as the control person of:
Mindsight LLC.
But this name presents a research problem.
There are multiple unrelated entities in the United States using the name Mindsight LLC.
Public search results include businesses in industries entirely unrelated to investment management.
FilingDossier therefore would not connect the fund's Mindsight LLC to an unrelated public website solely based on the name.
This is important.
Name matching alone is one of the easiest ways to create inaccurate private-fund research.
Until the correct state registration, address, ownership record, or official website is independently matched to Jian Sun, FilingDossier would classify the exact public identity of this particular Mindsight LLC as:
Not independently confirmed.
That is a more defensible conclusion than attaching the fund to the wrong company.
The Fund Address and EDGAR Header Are Different
The primary Form D identifies the fund's principal issuer address as:
17 Huckleberry Lane Morristown, New Jersey 07960.
However, the EDGAR filing header contains different address information.
The business address in the filing header is:
16192 Coastal Highway Lewes, Delaware 19958.
The mailing address is:
217 East 70th Street Unit 948 New York, New York 10021.
This gives the filing at least three identifiable addresses:
Morristown, New Jersey
Lewes, Delaware
and:
New York City.
This does not automatically indicate a problem.
Delaware entities frequently use incorporation or registered-agent addresses that differ from their actual operating address.
Mailing addresses can also be separate.
But investors should understand the role of each location.
The most important question is:
Where is the actual investment-management operation conducted
The Fund Reports a $1-$5 Million NAV Range
The Form D reports the issuer size as:
Aggregate Net Asset Value Range: $1 to $5,000,000.
This field deserves careful treatment.
At the same time, the filing reports only:
$600,000
of securities sold in the current offering.
Those two figures are not necessarily contradictory.
The NAV range field can reflect the issuer's reported asset-size category, while the amount sold field reflects securities sold under the offering.
But investors should not automatically conclude that the fund currently has exactly $5 million.
The disclosure is a broad range:
$1 to $5 million.
The correct due-diligence question is:
What is the fund's current NAV as of the latest month-end
That should be confirmed through financial statements or administrator records.
The Offering Is Indefinite
The Form D does not state a maximum fundraising target.
Instead:
Total Offering Amount: Indefinite.
It also indicates that the offering is expected to continue for more than one year.
That means NextGen Technology Fund I may be structured to accept investor subscriptions over an extended period rather than closing at a fixed target such as:
$10 million
$25 million
or:
$100 million.
For investors, an indefinite offering raises several practical questions:
Is the fund evergreen
Does it continuously accept subscriptions
Are new investors admitted at updated NAV
Does the fund permit redemptions
Is there a lock-up
Are early and later investors treated differently
Those terms cannot be determined from Form D alone.
Section 3(c)(1) Is an Important Clue
The fund relies on:
Section 3(c)(1)
of the Investment Company Act.
This is a common exclusion used by private investment funds.
Section 3(c)(1) generally limits the number of beneficial owners while the fund avoids making a public offering.
The structure is different from a Section 3(c)(7) fund, which generally focuses on qualified purchasers.
Because NextGen Technology Fund I reports only two current investors, it is still at a very early point in its investor-base development.
Investors should verify the partnership or LLC documents to determine how future admissions are handled.
The Fund Name Does Not Tell Us Its Actual Strategy
The name is:
NextGen Technology Fund I.
That naturally suggests technology investing.
But the Form D does not disclose:
artificial intelligence
semiconductors
software
robotics
biotechnology
fintech
cybersecurity
consumer technology
or any other specific sector.
It simply classifies the vehicle as:
Other Investment Fund.
Therefore, FilingDossier would not infer a detailed investment strategy from the name alone.
The word:
Technology
is branding.
It is not sufficient evidence of portfolio composition.
This is particularly important because online searches surface an unrelated investment fund in India also called:
NextGen Technology Fund I.
That fund has appeared in Indian startup and government-related investment data.
There is currently no evidence from the U.S. Form D reviewed here establishing that the Delaware/New Jersey NextGen Technology Fund I LLC is the same fund.
The two should not be merged merely because their names are similar.
This Name-Collision Risk Is a Major SEO and Research Issue
This may actually be one of the strongest Google-related angles for the article.
Search results for:
NextGen Technology Fund I
can surface information about an Indian venture fund.
The U.S. fund reviewed here, however, has:
CIK 0002155897
Delaware formation
a New Jersey principal address
Tao Liu
Jian Sun
Seapulse 2 LLC
and a September 2026 U.S. Form D.
Those identifiers should be used whenever distinguishing the U.S. issuer from similarly named funds.
For FilingDossier, the safest entity label is:
NextGen Technology Fund I LLC, CIK 0002155897.
That prevents name-only confusion.
Who Is Jun Zhao
Another person appears in the filing:
Jun Zhao.
Jun Zhao signed the Form D on September 17, 2026.
The title disclosed is:
Finance Manager.
However, Jun Zhao is not separately listed in the related-person section of the Form D.
This means the available filing tells us that Jun Zhao had authority to sign the Form D as Finance Manager, but it does not provide enough information to infer ownership or investment decision-making authority.
Investors should distinguish:
signatory authority
from:
fund control.
Those are not necessarily the same thing.
No Sales Commission or Finder's Fee Was Reported
The Form D reports:
Sales Commissions: $0
Finder's Fees: $0.
That means the issuer did not report broker sales commissions or finder compensation in those fields for the offering.
But this does not mean the fund has no expenses.
Potential expenses can still include:
management fees
performance allocations
fund administration
legal fees
accounting fees
audit expenses
banking expenses
and investment-related transaction costs.
The operating agreement or private placement memorandum should disclose those economics.
Website Penetration Result
FilingDossier did not identify a public website that could be confidently matched to:
NextGen Technology Fund I LLC
CIK 0002155897
using the fund's legal name, control persons, and SEC identifiers.
This is important enough to state directly.
The absence of a verified public website does not make a private fund invalid.
Many private funds intentionally maintain little or no public-facing marketing, particularly Rule 506(b) offerings.
But it reduces the amount of independent public information available to prospective investors.
For this fund, regulatory records currently provide stronger evidence than web branding.
What We Think
NextGen Technology Fund I is a good example of a fund where public certainty ends relatively early.
There are several facts we can establish strongly.
The fund exists.
CIK 0002155897 exists.
The issuer was formed in Delaware in 2026.
The first sale was September 1, 2026.
$600,000 was reported sold.
Two investors were reported.
The minimum investment is $100,000.
Tao Liu and Jian Sun are disclosed as executive officers.
The filing explicitly connects Seapulse 2 LLC to 51% of the fund manager and Mindsight LLC to 49%.
Jun Zhao signed the Form D as Finance Manager.
Those are solid regulatory facts.
What remains largely unknown is more important for an actual investment decision.
We do not yet have strong public evidence establishing:
the precise investment mandate
current portfolio companies
fund administrator
auditor
custodian
bank
valuation policy
management fee
performance fee
redemption rights
or historical returns.
Because the fund was only formed in 2026, that lack of public history deserves more weight than it would for a ten-year-old investment manager.
Questions Investors Should Ask
- What is the exact legal name of the fund manager
- Why does Seapulse 2 LLC own 51% of the manager
- Why does Mindsight LLC own 49%
- What voting rights does each manager owner have
- Who has final authority over investment decisions
- Does Tao Liu sit on the investment committee
- Does Jian Sun sit on the investment committee
- What role does Jun Zhao perform beyond Form D filing
- Where are investment decisions actually made
- What is the exact relationship between the fund and China-based management personnel
- Does the fund invest in U.S. companies, Chinese companies, or both
- What does "Technology" mean in the fund's investment mandate
- What companies or assets are currently owned
- What is the current NAV
- Why does Form D report a $1-$5 million asset range while only $600,000 is reported sold
- Who is the independent fund administrator
- Who audits the fund
- Who holds custody of cash and securities
- Which bank holds investor subscription funds
- What is the management fee
- Is there a carried-interest or performance-fee structure
- Is the fund evergreen
- What is the lock-up period
- Are redemptions allowed
- What valuation methodology applies to private technology investments
- Are any investments made through related entities
- Does the manager transact with Seapulse 2 LLC or Mindsight LLC
- What conflicts-of-interest policy applies to related-party transactions
- Is the fund's Mindsight LLC registered in New Jersey, Delaware, New York, or another jurisdiction
- Is there an official fund or manager website that can be independently verified
Risk Factors
New Fund Risk
The issuer was formed in 2026 and has almost no long-term fund-level regulatory history.
Investor Concentration
Only two investors were reported in the initial Form D.
Manager Ownership Complexity
The fund manager is described as being owned 51% through Seapulse 2 LLC-related control and 49% through Mindsight LLC-related control.
Cross-Border Management Risk
One disclosed controlling person uses a Beijing address while another is based in New Jersey.
Strategy Transparency
The word "Technology" appears in the fund name, but the public Form D provides little detail about actual investment strategy.
No Verified Public Website
FilingDossier has not independently matched a public website to CIK 0002155897.
Name Confusion Risk
There are other investment vehicles using names similar to NextGen Technology Fund I, including an unrelated fund appearing in Indian investment data. Entity verification should use CIK and management details rather than name alone.
Limited Service-Provider Disclosure
The public Form D does not identify an administrator, auditor, custodian, or bank.
Private Investment Valuation Risk
If the vehicle invests in private technology companies, asset values may be difficult to determine between financing rounds.
Key-Person Risk
A small number of individuals and entities appear to control the new management structure.
Form D Is Not SEC Approval
The filing establishes an exempt securities offering notice. It does not mean the SEC has reviewed the fund's portfolio, approved its management team, verified its valuation, or endorsed the investment.
Final Assessment
NextGen Technology Fund I LLC is a newly formed and verifiable U.S. private investment vehicle operating under SEC CIK 0002155897.
Its first Form D, filed September 18, 2026, reports:
$600,000 sold
2 investors
a $100,000 minimum investment
an indefinite offering
Rule 506(b)
and Section 3(c)(1).
The issuer was formed in Delaware in 2026 and reports its principal fund address in Morristown, New Jersey.
The most important finding is its management structure.
The SEC filing states that Tao Liu controls Seapulse 2 LLC, associated with 51% ownership of the fund's manager.
Jian Sun controls Mindsight LLC, associated with the remaining 49%.
Tao Liu is listed at an address in Beijing, while Jian Sun shares the fund's New Jersey address.
That makes NextGen Technology Fund I a useful cross-border governance case rather than merely another technology-themed private fund.
At present, the regulatory identity can be verified more easily than the investment operation itself.
Public information reviewed by FilingDossier does not yet provide enough evidence to independently establish the fund's actual technology portfolio, administrator, auditor, custodian, banking relationships, fee structure, or investment performance.
Because the fund is new, those gaps deserve particular attention.
Before investing, investors should obtain the operating agreement, private placement memorandum, subscription agreement, manager ownership documents, investment committee structure, current portfolio schedule, bank and custody details, valuation policy, service-provider confirmations, and current financial statements.
SEC Form D is a notice filing for an exempt securities offering. It does not constitute SEC approval, verification of NextGen Technology Fund I's investment strategy, endorsement of Tao Liu, Jian Sun, Seapulse 2 LLC or Mindsight LLC, or a guarantee of investor returns.
Published on FilingDossier: September 20, 2026.
This article is based on publicly available regulatory and corporate information and is provided for independent research and due-diligence purposes only.