INDEPENDENT VERDICT
Prysm Capital Fund II is best understood as one sleeve inside a much larger growth-investment platform rather than as a standalone $98 million private-equity fund. Its September 10, 2026 Form D amendment reports $98.025 million sold to 27 investors after an August 11, 2025 first sale, while a separate 2024-vintage vehicle, Prysm Capital Fund II-C, had already reported $200 million sold to one investor in its 2025 state notice. Both vehicles are Delaware limited partnerships managed through the same Prysm GP chain, and both use Princeton, New Jersey as their operating base. At the adviser level, Prysm Capital, L.P. is an SEC-registered investment adviser under CRD 304961 / SEC File 801-119979 and reported approximately $6.86 billion of regulatory AUM across 21 accounts as of March 30, 2026, all of it discretionary and almost entirely tied to private pooled vehicles. The important research story is therefore the relationship between the comparatively modest Fund II Form D, the much larger institutional Fund II-C sleeve, and an adviser whose regulatory asset base is already measured in billions.
The legal structure is unusually layered but traceable. Fund II's filing names Jay Park, Muhammad Mian, Matt Roberts, Lauren Moffatt and Bernadette Mentor in the related-person chain, with Park signing as a member of the GP of the GP of the issuer. The GP architecture runs through Prysm Capital Partners II, LLC and Prysm Capital Partners II, L.P. rather than directly from the individual partners to the fund. Fund II is classified as a Private Equity Fund, relies on Rule 506(b), and checks both Section 3(c)(1) and Section 3(c)(7), indicating a structure designed to accommodate different categories of sophisticated private-fund investors. Its offering is indefinite, the minimum investment is reported as $0, and the filing names William Blair & Company, CRD 1252, and OmniCap, LLC, CRD 137353, as sales-compensation recipients even though the latest filing estimates $0 of sales commissions and finder fees. That distinction matters: the presence of named placement firms demonstrates formal distribution infrastructure even where the Form D does not quantify transaction-level compensation.
Fund II-C adds a second layer that materially changes the scale of the story. SEC and NASAA records show Prysm Capital Fund II-C, L.P. as a separate 2024 Delaware vehicle using the same Princeton office and the same senior team. A 2025 state securities notice reported an indefinite offering, a September 12, 2024 first sale, one investor and $200 million sold. CalPERS' current private-equity performance database independently lists a $200 million commitment to Prysm Capital Fund II-C, with approximately $184.8 million contributed, roughly $1.1 million distributed and about $334.0 million of reported value in the latest public dataset. The identical $200 million figures are notable, although the public Form D/state filing does not itself name CalPERS as the sole investor, so the relationship should be described as strongly consistent rather than legally proven from the filing alone. CalPERS also lists a separate $100 million commitment to Prysm Capital Fund I, with approximately $106.7 million contributed, $3.6 million distributed and about $146.6 million of reported value, along with a 13.2% IRR and 1.4x multiple in the current pension-fund table. Those investor-level results are not audited performance figures for every Prysm investor, but they provide unusually strong external evidence that the platform has attracted large institutional capital across successive vintages.
The portfolio evidence is equally concrete. Prysm's official site currently lists investments including Rivian, Replit, Clear Street, FieldAI, Fanatics, Island, Fireworks, HappyRobot, Silicon Box, Sokin and others, and several of those relationships can be independently verified through company financing announcements. Prysm says Rivian was its first investment after meeting RJ Scaringe in 2018; Replit announced that Prysm led its September 2025 $250 million financing at a $3 billion valuation and then participated again in the company's later $400 million round at a $9 billion valuation; in August 2026, Prysm led a $150 million Series D for ALSO, the micromobility and autonomous-delivery company spun out of Rivian; and the firm's website identifies a 2024 investment in FieldAI before that robotics company later announced more than $400 million of financing. Clear Street provides another useful example because Prysm's own portfolio history dates the relationship to 2022, while the financial-infrastructure company later raised increasingly large institutional rounds. These transactions support Prysm's stated approach of providing flexible growth capital to technology and consumer companies that have already achieved product-market fit, rather than functioning as a traditional early-seed venture fund.
Prysm's current portfolio also shows how the strategy has evolved toward AI, software infrastructure and advanced industrial technology without abandoning earlier consumer and mobility exposure. Its 2026 activity includes investments in Sequen, HappyRobot and ALSO, while the legacy portfolio still includes companies such as Rivian, Fanatics, Everly Health and Pair Eyewear. The firm publicly emphasizes durable business models, experienced management teams, large addressable markets and credible paths to profitability. This makes Fund II closer to a growth-equity / late-stage technology strategy than a conventional buyout fund despite the Form D's broad Private Equity Fund classification. The main diligence questions are therefore valuation, concentration and vintage timing: investors need to know how much Fund II and Fund II-C paid for late-stage private-company shares, whether positions were acquired directly or secondarily, how much overlap exists between vehicles, how marks are determined between financings, and how much of current adviser-level AUM represents unrealized appreciation rather than contributed capital.
FUND II AND PARALLEL VEHICLE FACTS
Prysm Capital Fund II, L.P. CIK: 0002028969 Jurisdiction: Delaware Year Organized: 2024 Principal Office: 300 Witherspoon Street, Princeton, New Jersey Latest Form D/A: September 10, 2026 First Sale: August 11, 2025 Fund Type: Private Equity Fund Federal Exemption: Rule 506(b) Investment Company Act Exclusions: Sections 3(c)(1) and 3(c)(7) Offering Amount: Indefinite Amount Sold: $98,025,000 Investors: 27 Minimum Investment: $0 reported Sales Commissions: $0 estimated Finders' Fees: $0 estimated Sales Recipients: William Blair & Company; OmniCap, LLC
Prysm Capital Fund II-C, L.P. CIK: 0002035630 Jurisdiction: Delaware Year Organized: 2024 First Sale: September 12, 2024 Reported 2025 State Offering Amount: Indefinite Reported Amount Sold: $200,000,000 Reported Investors: 1 Shared Management: Jay Park, Muhammad Mian, Matt Roberts and Prysm Capital Partners II entities
ADVISER AND INSTITUTIONAL EVIDENCE
Investment Adviser: Prysm Capital, L.P. CRD: 304961 SEC File: 801-119979 SEC Registration Approved: December 17, 2020 March 30, 2026 Regulatory AUM: Approximately $6.86 billion Accounts: 21 Discretionary AUM: Approximately $6.86 billion Private Fund GAV: Approximately $6.86 billion Principal Office: Princeton, New Jersey Official Website: prysmcapital.com
CalPERS - Prysm Capital Fund I: Commitment: $100 million Contributed: approximately $106.68 million Distributed: approximately $3.57 million Reported Value: approximately $146.64 million Reported IRR: 13.2% Reported Multiple: 1.4x
CalPERS - Prysm Capital Fund II-C: Commitment: $200 million Contributed: approximately $184.83 million Distributed: approximately $1.11 million Reported Value: approximately $333.97 million IRR / Multiple: Not yet meaningful in the current public table due to fund age
Important Qualification: CalPERS figures are investor-level public pension reporting and should not be presented as whole-fund audited performance.
PORTFOLIO AND STRATEGY EVIDENCE
Selected Current / Historical Prysm Investments: Rivian Replit Clear Street FieldAI Fanatics Island Fireworks HappyRobot ALSO Sequen Silicon Box Sokin Qumulo Everly Health Pair Eyewear
Replit: Prysm led the September 2025 $250M financing at a $3B valuation. Prysm participated again in the later $400M financing at a $9B valuation.
ALSO: Prysm led the August 2026 $150M Series D. Company was spun out of Rivian. Prysm explicitly links the investment to its long relationship with Rivian and RJ Scaringe.
FieldAI: Prysm dates its investment relationship to 2024. The robotics company later announced more than $400M of financing.
Core Strategy: Growth equity Late-stage private technology AI and software Consumer platforms Deep tech and industrial innovation Mobility Financial infrastructure
WHAT PUBLIC RECORDS STILL DO NOT RESOLVE
Final Fund II Size: Not publicly announced Final Fund II-C Size Beyond Current Reported Data: Not established Exact Relationship Between Fund II and Fund II-C Portfolios: Not publicly disclosed Fund II-C Sole Investor Identity in SEC Filing: Not disclosed Current Fund II NAV: Not disclosed Current Fund II-C NAV: Not disclosed in Form D Management Fee: Not disclosed in Form D Carried Interest: Not disclosed in Form D Portfolio-Level Cost Basis: Not public Direct Versus Secondary Share Mix: Not public Vehicle-Level Company Allocations: Not public Auditor: Requires latest ADV/private-fund schedule or financial statements Administrator: Requires latest ADV/private-fund schedule or financial statements Current Leverage: Not publicly established
INDEPENDENT ASSESSMENT
Prysm Capital has a much deeper verification trail than a newly created private-equity issuer. The adviser is SEC registered, reports approximately $6.86 billion of regulatory AUM, and manages a series of private vehicles that can be independently connected to institutional investors and named growth-company financings. Fund II itself had reached $98.025 million from 27 investors by September 2026, while Fund II-C represents a separate institutional-scale sleeve with a $200 million reported raise and a matching $200 million CalPERS commitment in the pension fund's own records.
The structure also explains why Fund II's $98 million Form D number should not be used as a proxy for Prysm's total scale. The firm manages multiple flagship, parallel and opportunity vehicles, and adviser-level regulatory AUM is more than sixty times the reported amount sold by Fund II alone. Likewise, the $200 million Fund II-C amount should not be mechanically added to Fund II and described as one combined fund unless partnership documents establish how the two sleeves share investments, expenses and economics.
The portfolio evidence is strong enough to confirm Prysm's operating strategy. Rivian, Replit, Clear Street, FieldAI and several newer AI and mobility investments are supported by company announcements and Prysm's own portfolio disclosures. The remaining diligence challenge is valuation rather than existence: investors need to understand entry prices, position concentration, cross-fund allocations, secondary purchases, valuation policy and realized-versus-unrealized returns across a portfolio containing high-growth private companies whose headline valuations can move rapidly between financing rounds.
Form D is a notice of an exempt securities offering and does not constitute SEC approval or endorsement of Prysm Capital Fund II, Fund II-C, Prysm Capital, Jay Park, Muhammad Mian, Matt Roberts, William Blair, OmniCap or any underlying portfolio company. Fund-level Form D amounts, pension-fund commitments, adviser regulatory AUM and private-company financing valuations are separate measurements and should not be used interchangeably.