Fund economics also need deeper disclosure. The SEC filings state that the General Partner or management company is entitled to management fees, but the complete fee and carried-interest terms are not public in the Form D. Fund II investors should obtain the management-fee rate, fee base, carry, preferred return if any, recycling rights, organizational expenses, GP commitment, valuation policy and allocation rules between Fund I, Fund II, Red Cell's balance sheet, employee vehicles and direct co-investments. This matters particularly because Red Cell can create companies internally and then participate in subsequent financing rounds: LPs need to understand which vehicle receives initial ownership and whether later opportunities are allocated consistently.
Valuation is another major issue. Red Cell's most important assets are private companies with no continuously traded price. A $107 million financing at Trase or a $111 million financing at Zephyr supplies an external market reference but does not necessarily establish the value at which Red Cell's fund should mark its holdings. Preferred stock liquidation preferences, option pools and different share classes can materially change economic ownership. Likewise, the proposed $232.8 million Claros sale cannot be used to estimate Red Cell's realized return until ownership and closing consideration are known.
The independent conclusion is therefore that Red Cell Partners has developed from an unusual early-stage venture studio into a materially more institutional organization in a short period. It was founded in 2020; reports 74 employees, 15 companies created and 12 launched; has raised approximately $600 million across Red Cell and its incubations; operates separate healthcare, cyber and national-security practices; and now has a second incubation fund whose SEC amendment reports approximately $86.985 million sold to 32 investors. Its incubated companies have attracted substantial third-party capital, major healthcare partnerships, defense contracts and at least one announced strategic acquisition.
That evidence establishes operating substance, but Red Cell remains a comparatively young platform. Much of its portfolio is still in early stages, and many apparent successes remain unrealized private-company valuations or announced transactions rather than cash distributions to fund LPs. The most important next layer of diligence is therefore fund-level performance: audited Fund I NAV, paid-in capital, distributions, DPI, TVPI, gross/net IRR, write-offs, Red Cell ownership percentages at formation and after financing, Fund II deployment and the realized proceeds from any completed exits.
For FilingDossier, the most important distinction is simple:
$750M was Fund II's original SEC offering amount. It was not the amount raised.
$86.985M was the amount reported sold in the August 2026 amendment. That does not equal company valuation or AUM.
$600M is Red Cell's company-reported capital raised across Red Cell and its incubations. It is not Fund II size.
$107M is Trase's financing round. It is not a Red Cell fund return.
Up to $232.8M is the announced Claros acquisition transaction value. It is not Red Cell's realized profit.
$100M is the ceiling on the CDAO shared-savings agreement. It is not guaranteed revenue.
Keeping those figures separated materially improves the accuracy of any independent review.
SEC Form D confirms exempt securities offerings by Red Cell's private funds.
Third-party venture financings, customer deployments and government contracts provide meaningful evidence that its incubated businesses have achieved external validation.
Neither Form D nor those commercial milestones guarantee that Fund I or Fund II investors will earn positive returns.
SEC SNAPSHOT
REVIEWED BRAND: Red Cell Partners
FOUNDED: 2020
HEADQUARTERS: 1800 Tysons Boulevard Suite 900 McLean, Virginia 22102
PHONE SHOWN IN SEC FUND FILINGS: 650-843-5000
BUSINESS MODEL: Venture Studio Venture Capital Company Incubation Selective External Investing
CORE PRACTICES: Healthcare Cybersecurity National Security
COMPANY-REPORTED METRICS: Updated August 2026
COMPANIES CREATED: 15
COMPANIES PUBLICLY LAUNCHED: 12
AVERAGE INCUBATION PERIOD: 16 months
FULL-TIME RED CELL EMPLOYEES: 74
CAPITAL RAISED ACROSS RED CELL AND INCUBATIONS: Approximately $600 million
IMPORTANT: $600M is not a single fund's AUM.
FOUNDER / CEO: Grant Verstandig
PRESIDENT: David Silverman
CHIEF INVESTMENT OFFICER: Roger W. Ferguson Jr.
PRESIDENT, ASSET MANAGEMENT: John Tiernan
GENERAL COUNSEL: Heather Stevenson
CHIEF FINANCIAL OFFICER: Barrett Yates-Mack
CURRENT FUND:
Red Cell Incubation Fund II, L.P.
SEC FILE: 021-554057
ENTITY: Delaware Limited Partnership
YEAR ORGANIZED: 2025
ORIGINAL FORM D: August 7, 2025
ORIGINAL OFFERING: $750,000,000
ORIGINAL AMOUNT SOLD: $0
FIRST SALE AT ORIGINAL FILING: Yet to occur
LATEST IDENTIFIED FORM D/A: August 7, 2026
FIRST SALE: August 8, 2025
LATEST TOTAL OFFERING: Indefinite
LATEST AMOUNT SOLD: $86,985,000
INVESTORS: 32
FUND TYPE: Venture Capital Fund
SECURITIES: Pooled Investment Fund Interests
EXEMPTION: Rule 506(b)
INVESTMENT COMPANY ACT: Section 3(c)(7)
GENERAL PARTNER: Red Cell Incubation II GP, LLC
MANAGER OF GP: Red Cell Partners, LLC
RELATED PERSONS: Grant Verstandig Roger Ferguson John Tiernan
LATEST FORM D SIGNER: John Tiernan
TITLE: President of General Partner
SALES COMPENSATION RECIPIENT: Park Lane IBS, LLC
RELATED BROKER-DEALER SHOWN: Stonehaven, LLC
CRD: 118913
LATEST REPORTED COMMISSIONS: Approximately $154,763
MANAGEMENT FEE: SEC filing confirms the GP / management company is entitled to a management fee.
EXACT RATE: Not disclosed in Form D.
FIRST FUND:
Red Cell Incubation Fund, L.P.
CIK: 0001955395
SEC FILE: 021-499313
ENTITY: Delaware Limited Partnership
YEAR ORGANIZED: 2022
DECEMBER 11, 2023 FORM D: $15,000,000 offering $0 sold at filing Rule 506(c) Section 3(c)(7)
GENERAL PARTNER: Red Cell Incubation GP, LLC
MANAGER OF GP: Red Cell Partners, LLC
RELATED PERSON: Grant Verstandig
COMPANY-REPORTED FIRST-FUND CAPITAL: Approximately $91 million raised in 2023
IMPORTANT: The $15M SEC issuer and $91M broader fund figure should not automatically be treated as contradictory without reviewing parallel / affiliated vehicles.
EMPLOYEE VEHICLE:
RCIF Employee Incentive Vehicle, LLC
CIK: 0001996764
ENTITY: Delaware LLC
YEAR: 2023
FUND TYPE: Venture Capital Fund
EXEMPTION: Rule 506(b)
INVESTMENT COMPANY ACT: Section 3(c)(1)
MANAGER: Red Cell Partners, LLC
RELATED PERSON: Grant Verstandig
FORM D SIGNER: Neil Wiesenberg
SELECT INCUBATIONS:
Andesite Cyber Created / launched by Red Cell
Claros National Security / AI Infrastructure Power Launched 2025
Crux Healthcare
DEFCON AI National Security Launched 2022
DeployX National Security
Hunted Labs Cyber
LightBox Healthcare
MyPattern Healthcare
Savoy Life Healthcare
Sparrow Healthcare Healthcare
TARA Mind Healthcare
Trase Healthcare / Government / Regulated Industry AI
Vantive National Security
Zephyr AI Healthcare Launched 2021
CLOSED INCUBATION:
Eyris
SECTOR: Cyber
STATUS: Red Cell reports Eyris was closed in December 2024.
IMPORTANT: This is useful evidence that incubation outcomes include failures as well as successful financings.
SELECT EXTERNAL INVESTMENTS:
Envisagenics Epirus Evoke Security Hero Red 6 Valinor
IMPORTANT: External investments should not be counted as companies created by Red Cell.
TRASE:
2026 SEED: $107 million
DATE: June 2026
LEAD: ARCH Venture Partners
PARTICIPATION: Red Cell Partners and others
BUSINESS: Agentic AI operating system for regulated / high-stakes environments
KNOWN HEALTHCARE DEPLOYMENT: Duke Health
IMPORTANT: $107M is the total company financing round, not Red Cell's investment amount.
CLAROS:
LAUNCHED: 2025
2026 SEED: $30 million
CO-LEADS: General Catalyst Red Cell Partners
BUSINESS: AI-data-center power delivery Vertical Power Delivery Integrated Voltage Regulators
STRATEGIC MANUFACTURING RELATIONSHIP: Samsung Foundry
ANNOUNCED ACQUIRER: Navitas Semiconductor
ANNOUNCED: August 2026
TRANSACTION VALUE: Up to approximately $232.8 million
CLOSING CONSIDERATION: Approximately $216M at closing in cash + stock, plus milestone-based consideration.
STATUS AT ANNOUNCEMENT: Subject to closing conditions.
IMPORTANT: $232.8M is enterprise/transaction consideration. It is NOT Red Cell's disclosed realized proceeds.
DEFCON AI:
LAUNCHED: 2022
2024 SEED: $44 million Company reported by Red Cell
SELECT CUSTOMER: U.S. Air Force
2026 AGREEMENT: Five-year $115M prototype agreement supporting U.S. Marine Corps logistics modernization.
IMPORTANT: Contract value is not automatically recognized revenue.
ZEPHYR AI:
LAUNCHED: 2021
FOCUS: Precision Medicine Oncology Cardiometabolic Disease Healthcare Data / AI
2024 SERIES A: $111 million
IMPORTANT: Financing size does not equal Red Cell ownership or return.
RED CELL / CDAO AGREEMENT:
ANNOUNCED: September 8, 2026
CUSTOMER: U.S. Department of Defense Chief Digital and Artificial Intelligence Office
STRUCTURE: Other Transaction Authority Shared Savings Pilot
TERM: One year
CEILING: Up to $100 million
ECONOMIC MODEL: Red Cell / participating vendors fund upfront execution and receive compensation based on verified savings.
IMPORTANT: $100M is a ceiling. It is not guaranteed revenue or cash already received.
CURRENT STUDIO DIFFERENTIATION:
Traditional VC: Find external company Conduct diligence Invest capital Support management
Red Cell Venture Studio: Identify market problem Approve incubation capital Recruit operators / founders Build technology and company infrastructure Launch business Develop customers Raise outside institutional capital Continue as investor / board participant
This can create greater ownership but also shifts more pre-launch execution risk to Red Cell.
KEY SCALE DISTINCTIONS:
$750M = Fund II original SEC offering amount in August 2025.
$86.985M = Fund II amount reported sold as of August 7, 2026.
$91M = Red Cell's company-reported first-fund raise in 2023.
$600M = Capital reported raised across Red Cell AND its incubations.
$107M = Trase 2026 seed round.
$111M = Zephyr AI 2024 Series A.
$44M = DEFCON AI 2024 seed round reported by Red Cell.
$30M = Claros 2026 seed round.
Up to $232.8M = Announced Navitas-Claros acquisition value.
$115M = DEFCON AI five-year Marine Corps prototype agreement.
Up to $100M = Ceiling of Red Cell's CDAO shared-savings agreement.
THESE FIGURES ARE NOT INTERCHANGEABLE.
WEBSITE / ENTITY PENETRATION:
Official Red Cell website — CONFIRMED 2020 founding — CONFIRMED McLean headquarters — CONFIRMED Grant Verstandig — CONFIRMED Roger Ferguson — CONFIRMED John Tiernan — CONFIRMED Fund I SEC filing — CONFIRMED Fund II SEC filing — CONFIRMED Fund II GP — CONFIRMED Red Cell Partners manager relationship — CONFIRMED Employee incentive vehicle — CONFIRMED $86.985M Fund II sold — CONFIRMED THROUGH 2026 FORM D/A 32 Fund II investors — CONFIRMED 15 companies created — COMPANY REPORTED 12 publicly launched — COMPANY REPORTED $600M ecosystem capital — COMPANY REPORTED Trase financing — INDEPENDENTLY CONFIRMED Claros acquisition agreement — CONFIRMED THROUGH PUBLIC ACQUIRER SEC DISCLOSURE DEFCON government activity — CONFIRMED CDAO agreement — CONFIRMED Complete Fund I LP net returns — NOT PUBLIC Fund I DPI / TVPI / IRR — NOT PUBLICLY ESTABLISHED Fund II current NAV — NOT PUBLICLY ESTABLISHED Fund II full management fee / carry — REQUIRES FUND DOCUMENTS Red Cell ownership percentages in incubations — NOT GENERALLY PUBLIC
CORE INVESTOR QUESTIONS:
Why did Fund II originally file for $750M Is $750M still the internal target after the offering became indefinite How much has Fund II raised after the August 2026 amendment How much of the $86.985M has been called How much has been deployed How much capital is reserved for existing incubations How much is reserved for new companies How much does each incubation receive before external financing What percentage of incubations historically reach outside institutional financing What percentage are shut down How much capital was lost in Eyris and other discontinued concepts What is average Red Cell ownership at company formation What ownership remains after Seed and Series A financings What is current Fund I gross IRR What is Fund I net IRR What is TVPI What is DPI How much Fund I value is realized versus unrealized What proceeds will Red Cell funds receive if the Claros acquisition closes Which Red Cell vehicle owns Claros Which vehicle owns Trase Can Fund I and Fund II invest in the same incubation How are follow-on allocations determined Does Red Cell's own balance sheet co-invest How are employee incentive interests allocated What management fee applies What carried interest applies Does carry apply at fund or deal level What GP commitment exists How are studio operating expenses allocated between Red Cell and portfolio companies Who pays executive salaries during incubation Who owns intellectual property created before company formation How are government-contract opportunities allocated among incubations How are private-company valuations determined Who independently audits the funds Who is fund administrator What key-person provisions apply What happens if Grant Verstandig leaves the platform
CORE RISKS:
Early-stage venture risk Company-formation risk High incubation failure rate potential Technology risk AI valuation risk Private-company valuation subjectivity Follow-on financing dependence Dilution Long duration to liquidity Limited realized track record Fund II scale-up risk Founder / key-person dependence Healthcare regulatory risk Healthcare reimbursement risk Cybersecurity competition Government procurement risk Federal budget exposure Defense contract concentration OTA / prototype conversion risk Contract ceilings may not become revenue National-security execution risk Sensitive-data risk AI model / compute cost risk Portfolio technology correlation Capital allocation conflicts between funds Employee vehicle conflicts Management fees Carried interest Private securities illiquidity Announced acquisitions may fail to close Financing-round valuation is not realized value
INDEPENDENT CONCLUSION:
Red Cell Partners is one of the more differentiated venture managers in the current FilingDossier research set because it operates as both an investor and an internal company-creation platform.
Its evidence chain now includes:
A 2020 founding. A 74-person studio as of August 2026. Three specialized practice areas. 15 companies formally created. 12 companies publicly launched. Approximately $600M raised across Red Cell and its incubations. A first incubation fund publicly described at approximately $91M. A second fund originally filed with a $750M offering. $86.985M reported sold to 32 Fund II investors by August 2026. Direct SEC links among Red Cell Partners, Grant Verstandig, Roger Ferguson, John Tiernan and the fund structure. A $107M Trase financing. A $30M Claros financing. An announced Claros strategic acquisition worth up to $232.8M. A $115M DEFCON AI prototype agreement. And a separate Red Cell CDAO shared-savings agreement with a ceiling of up to $100M.
This is meaningful evidence of operating substance and external market validation.
But Red Cell remains young.
Most of the portfolio has not yet produced publicly verifiable cash realizations to LPs.
Large venture rounds are not exits.
Large government contract ceilings are not recognized revenue.
Large private-company valuations are not distributions.
And the announced Claros transaction does not reveal Red Cell's actual investment multiple without ownership and cost-basis information.
That makes Fund I's audited cash performance especially important.
A serious LP should place more weight on:
Paid-in capital. Realized proceeds. DPI. TVPI. Net IRR. Write-offs. Ownership dilution. Capital consumed per incubation. And actual exit proceeds.
than on aggregate financing headlines.
The strongest current conclusion is therefore that Red Cell has built a verifiable and increasingly institutional venture-studio platform with unusually strong activity in healthcare AI, cybersecurity and national-security technology.
The unresolved investment question is whether that company-building engine can repeatedly convert early technical and commercial validation into realized fund-level returns as Fund II scales.
SEC Form D confirms exempt private securities offerings.
Outside venture financings and government/customer contracts provide independent commercial validation.
Neither represents SEC endorsement of Red Cell, Fund II, its incubated companies, private-company valuations or future investor returns.
PRIMARY EVIDENCE REVIEWED:
U.S. SEC EDGAR Red Cell Incubation Fund II, L.P. CIK 0002076816 SEC File No. 021-554057 Original Form D filed August 7, 2025
U.S. SEC / Form D/A-derived filing Red Cell Incubation Fund II, L.P. August 7, 2026 $86.985M sold 32 investors
U.S. SEC EDGAR Red Cell Incubation Fund, L.P. CIK 0001955395 SEC File No. 021-499313
U.S. SEC EDGAR RCIF Employee Incentive Vehicle, LLC CIK 0001996764
Red Cell Partners official website Company metrics updated August 2026 Portfolio Leadership Healthcare / Cyber / National Security practices
Red Cell Partners Fund history and venture-studio disclosures
ARCH / Trase financing reporting June 2026 $107M seed round
Navitas Semiconductor SEC disclosure August 2026 Proposed Claros acquisition Up to approximately $232.8M
Red Cell Partners / DEFCON AI 2026 defense-contract disclosures
Red Cell Partners / CDAO September 2026 Shared-savings agreement Up to $100M ceiling