The 2026 offering is not the first Regulation D filing under this issuer.
The same CIK 0002041899 filed a separate New Notice on October 21, 2024. That earlier Form D reported a first sale on October 6, 2024, a fixed $10,320,219 equity offering, the full $10,320,219 sold to five investors and $0 remaining.
Like the 2026 offering, the 2024 filing used Rule 506(b), selected "Other" as the industry classification, offered equity rather than pooled fund interests, reported no sales commissions or finder fees and stated that the offering was not being made in connection with a business-combination transaction.
The timing is notable because NewSpring publicly announced its acquisition of Xpect on October 15, 2024, nine days after the reported October 6 first sale. The Form D does not say that the $10.32 million financed NewSpring's acquisition, management rollover, equity capitalization or another transaction component. FilingDossier therefore does not assign a specific purpose to the proceeds without additional documents.
Taken together, the filings show at least two distinct private equity capitalizations under the same Xpect Parent Holdings CIK:
2024 OFFERING: $10,320,219 sold | 5 investors | First sale October 6, 2024.
2026 OFFERING: $29,466,393 sold | 5 investors | First sale September 2, 2026.
These should not simply be added together and described as current Xpect equity value or AUM. They are separate securities offerings occurring approximately two years apart.
XPECT SOLUTIONS OPERATING BUSINESS
Xpect Solutions' official website describes the company as a mission-technology provider serving federal law-enforcement and national-security agencies. Its services span Enterprise Security & IT Solutions, Digital Transformation, Data and Cybersecurity.
The company says its technical work includes enterprise IT infrastructure, electronic and physical security, network modernization, zero-trust implementation, cybersecurity monitoring, secure data platforms, AI operationalization and digital systems used by federal agencies.
Its current operating headquarters is listed publicly at 4035 Ridge Top Road, Suite 250, Fairfax, Virginia. That differs from the Radnor, Pennsylvania address on the Parent Holdings Form D, but the distinction is logical: Fairfax functions as Xpect's operating headquarters, while the parent holding vehicle uses a NewSpring-associated Pennsylvania corporate address.
The website identifies Yusuf Abdul-Salaam as CEO. His biography states that he has supported the federal law-enforcement community for approximately 15 years and previously served as Vice President of DHA Group before its sale to ECS Federal in 2019, after which he became President.
Amaha Tsegaye is identified as COO, with experience in national-security contract operations and a prior role in the DHA Group growth and integration process. The current operating leadership also includes executives focused on digital transformation, cybersecurity and federal mission delivery.
AMIVERO ACQUISITION AND THE 2026 EXPANSION
On September 3, 2026, one day after the Form D's first-sale date, Xpect announced its acquisition of Amivero.
Amivero is a technology solutions provider serving Homeland Security customers with capabilities in artificial intelligence, automation, fraud and intelligence operations, digital identity, data analytics and agile software development.
Xpect described the transaction as part of its strategy to build a differentiated middle-market federal technology platform spanning enterprise IT, cybersecurity, digital modernization and data and AI.
Independent legal-industry reporting also confirms the transaction. Morrison Foerster disclosed that it advised Xpect Solutions on government-contracting matters associated with the Amivero acquisition. Industry reporting stated that the combination would create an organization with more than 450 employees and substantially broaden Xpect's Homeland Security exposure.
The acquisition followed another strategic transaction. In January 2025, Xpect acquired GovDefender, expanding its digital-transformation capabilities for federal law enforcement. This indicates that the NewSpring-backed strategy is not simply organic growth; acquisitions are a meaningful part of the Xpect platform-building model.
THE $29.47M OFFERING AND AMIVERO — WHAT CAN ACTUALLY BE PROVEN
The chronology is compelling:
September 2, 2026 — Xpect Parent Holdings reports its first sale in a $29.466 million private equity offering.
September 3, 2026 — Xpect publicly announces the acquisition of Amivero.
September 18, 2026 — Xpect Parent Holdings files Form D showing the entire $29.466 million offering sold to five investors.
Nevertheless, chronology is not proof of transaction financing.
The Form D does not identify Amivero, does not disclose an acquisition purpose and specifically checks "No" when asked whether the offering is being made in connection with a business-combination transaction.
Possible explanations for the capital include acquisition financing, equity rollover, recapitalization, incentive equity, sponsor or co-investor funding, balance-sheet capitalization or another corporate purpose. The public filing does not identify which.
FilingDossier therefore does not state that "$29.47 million was used to acquire Amivero." Investors or researchers seeking that conclusion would need purchase-agreement, financing or sponsor-level documentation.
MANAGEMENT AND BOARD PENETRATION
The 2026 Form D contains a significantly expanded management list compared with a typical private company offering.
Yusuf Abdul-Salaam — CEO and Manager. Lee Alec Garber — President and Manager. Walter P. Maner IV — Vice President and Manager. Andrew Maner — Manager. Chris Blahm — Manager. Thomas Sobocinski — Manager. Jeff Dohmann — Chief Financial Officer. David Schmidtknecht — Manager.
Several of these individuals have direct connections to NewSpring's federal-services investment strategy.
Lee Garber is associated with NewSpring Holdings and signed both the 2024 and 2026 Xpect Parent Holdings Form D filings.
Andrew "Andy" Maner has extensive federal-services operating experience and is publicly associated with NewSpring's federal platform.
Chris Blahm is described by NewSpring as a Federal Operating Partner and has prior experience in government contracting.
Thomas Sobocinski joined the Xpect board following NewSpring's 2024 acquisition and previously spent approximately 25 years with the FBI before joining TD International.
Jeff Dohmann was publicly announced as Xpect Solutions' Chief Financial Officer in April 2025, providing another website-to-SEC consistency point.
This overlap between NewSpring personnel, Xpect executives, public transaction announcements and the Form D substantially strengthens the legal and operational identity chain.
DEBT CAPITAL AND THIRD-PARTY FINANCING EVIDENCE
Public SEC filings from third-party investment vehicles provide another independent window into Xpect's financing.
As of June 30, 2026, a publicly filed investment schedule reported first-lien senior secured loans to Xpect Solutions LLC bearing a spread of approximately SOFR plus 5.90%, with a maturity in October 2029. The disclosed positions had an aggregate fair-value exposure in the tens of millions of dollars.
This is important because it confirms that Xpect's capital structure includes institutional debt financing in addition to Parent Holdings equity.
It also means that equity investors should evaluate leverage and debt-service obligations rather than viewing Xpect purely as an unlevered technology-growth company.
The presence of senior secured debt is common in private-equity-backed platform businesses, particularly where acquisitions form part of the growth strategy. It nevertheless introduces leverage, refinancing and covenant risks that should be considered alongside operating growth.
FEDERAL CONTRACT AND CUSTOMER CONCENTRATION
Xpect operates in a specialized market serving federal law enforcement and national-security agencies. This can create attractive barriers to entry because successful government contractors often require security expertise, past performance, contracting relationships and compliance infrastructure.
At the same time, federal contracting creates distinct risks.
Customer concentration can be significant where a small number of agencies account for substantial revenue. Contract awards can be protested, recompeted, reduced or terminated. Federal budgets and procurement priorities can change. Contractors also face cybersecurity, supply-chain, compliance, security-clearance and government-audit requirements.
Industry reporting in September 2026 stated that Xpect's recent unclassified prime-contract volume was heavily weighted toward the FBI, while Amivero brought broader Homeland Security relationships. The Amivero transaction therefore appears strategically consistent with customer diversification as well as capability expansion.
Investors should nevertheless obtain audited or reviewed financial data showing agency concentration, contract backlog, recompete calendar, funded versus unfunded backlog, contract type and revenue visibility before evaluating the platform's earnings quality.
PRIVATE-EQUITY PLATFORM-BUILD RISK
Xpect's acquisition of GovDefender and Amivero demonstrates an active buy-and-build strategy.
Such strategies can create value by combining complementary capabilities, expanding contract vehicles, increasing customer penetration and spreading corporate infrastructure across a larger revenue base.
They also introduce integration risk.
Xpect must integrate employees, IT systems, contract operations, security protocols, cultures, compensation programs and customer relationships while continuing to meet mission-critical government requirements. Acquisition accounting and leverage may also make underlying operating performance more difficult to evaluate from public sources.
The Parent Holdings Form D provides no revenue, EBITDA, enterprise-value or leverage information. Therefore the $29.47 million equity raise alone cannot establish whether the acquisition strategy is conservatively or aggressively capitalized.
DUE DILIGENCE AND FINAL ASSESSMENT
Anyone evaluating securities of Xpect Solutions Parent Holdings should request substantially more than the Form D.
Relevant documents include the operating agreement, subscription agreement, shareholder or unit-holder agreements, capital structure and waterfall, NewSpring ownership percentage, management rollover ownership, liquidation preferences, voting rights, dilution protections, debt schedule, acquisition financing documents, audited financial statements, customer concentration data, backlog, contract awards and recompete schedule.
The relationship between the 2024 and 2026 equity issuances should also be examined. Researchers should determine whether the same five investors participated in both rounds, whether the transactions represented sponsor equity and management rollover, and how ownership percentages changed after the 2026 financing.
For the Amivero acquisition specifically, investors should determine purchase price, financing mix, debt incurred, integration assumptions and expected synergies. None of those economic terms is disclosed by the Form D or public acquisition announcement.
From an identity-verification perspective, Xpect Solutions Parent Holdings is unusually strong. SEC EDGAR confirms the parent holding company, senior executives, NewSpring-linked managers and two fully subscribed private offerings. NewSpring independently confirms its 2024 acquisition of Xpect. Xpect's operating website confirms Yusuf Abdul-Salaam and the federal technology strategy, while independent transaction reporting confirms the 2026 Amivero acquisition.
The principal limitation is valuation transparency rather than identity. The public record establishes that private investors purchased $29.466 million of Parent Holdings equity in September 2026, but it does not establish Xpect's total equity valuation, enterprise value, revenue, EBITDA or how that new capital was deployed.
Xpect Solutions Parent Holdings should therefore be analyzed as a private-equity-backed operating-company holding structure—not as a diversified investment fund.
A Form D is a notice of an exempt securities offering. It is not SEC approval of Xpect Solutions, NewSpring Capital, the Amivero acquisition or the investment terms, and it does not verify future investment returns.
SEC SNAPSHOT
ISSUER: Xpect Solutions Parent Holdings LLC | CIK: 0002041899 | SEC FILE NO.: 021-598117 | FILM NO.: 261390342 | FORM D: New Notice | FILED / EFFECTIVE: September 18, 2026
ENTITY: Delaware Limited Liability Company | FORMATION YEAR: 2024 | SEC PRINCIPAL ADDRESS: 555 East Lancaster Avenue, 3rd Floor, Radnor, PA 19087 | PHONE: 610-567-2380
INDUSTRY: Other | SECURITY OFFERED: Equity | EXEMPTION: Regulation D Rule 506(b) | POOLED INVESTMENT FUND: No | SECTION 3(c)(1) / 3(c)(7): Not claimed | OFFERING DURATION: One year or less
FIRST SALE: September 2, 2026 | TOTAL OFFERING: $29,466,393 | AMOUNT SOLD: $29,466,393 | REMAINING: $0 | INVESTORS: 5 | MINIMUM OUTSIDE INVESTMENT: $0 | SALES COMMISSIONS: $0 | FINDER FEES: $0
RELATED PERSONS: Yusuf Abdul-Salaam — CEO / Manager | Lee Alec Garber — President / Manager | Walter P. Maner IV — Vice President / Manager | Andrew Maner — Manager | Chris Blahm — Manager | Thomas Sobocinski — Manager | Jeff Dohmann — CFO | David Schmidtknecht — Manager
FORM D SIGNATORY: Lee Garber — President
PRIOR FORM D: Same CIK filed October 21, 2024 | FIRST SALE: October 6, 2024 | TOTAL OFFERING: $10,320,219 | AMOUNT SOLD: $10,320,219 | INVESTORS: 5 | SECURITY: Equity | EXEMPTION: Rule 506(b)
OPERATING COMPANY: Xpect Solutions LLC | WEBSITE: xpectsolutions.com | OPERATING HEADQUARTERS: Fairfax, Virginia | CEO: Yusuf Abdul-Salaam
PRIVATE EQUITY SPONSOR: NewSpring / NewSpring Holdings | NEWSPRING PLATFORM: $3.5B+ AUM, 250+ investments, 25+ years investing | NEWSPRING HOLDINGS: $310M+ AUM, 10 platform companies, 50+ acquisitions. THESE ARE SPONSOR-LEVEL METRICS AND ARE NOT XPECT PARENT HOLDINGS AUM OR VALUATION.
NEWSPRING ACQUISITION OF XPECT: Announced October 15, 2024 | STRATEGY: NewSpring Holdings Federal Platform
2026 ACQUISITION: Amivero | ANNOUNCED: September 3, 2026 | COMBINED CAPABILITIES: AI, automation, fraud and intelligence operations, digital identity, data and analytics, software development, enterprise IT, cybersecurity and digital modernization.
IMPORTANT TRANSACTION NOTE: The $29.466M offering's first sale occurred September 2, 2026, one day before the Amivero acquisition announcement. The Form D does NOT identify Amivero as the use of proceeds and explicitly marks the offering as not being made in connection with a business-combination transaction. FilingDossier therefore does not state that the offering directly financed the acquisition.
PREVIOUS XPECT ACQUISITION: GovDefender — announced January 2025.
INSTITUTIONAL DEBT EVIDENCE: Public SEC investment schedules independently show first-lien senior secured financing issued by Xpect Solutions LLC with an October 2029 maturity. This confirms institutional debt exposure within the broader operating-company capital structure but does not disclose total consolidated debt.
INDEPENDENT VERIFICATION NOTE: SEC EDGAR directly confirms both the 2024 and 2026 Xpect Parent Holdings equity offerings and management identities. NewSpring independently confirms its acquisition and ownership-platform relationship. Xpect's official website confirms the operating business, CEO and federal technology strategy. Independent legal and industry reporting confirms the September 2026 Amivero transaction. Current enterprise value, EBITDA, total leverage, exact ownership percentages and use of the September 2026 equity proceeds remain undisclosed publicly.
PRIMARY SOURCES: SEC EDGAR Form D, Accession No. 0002041899-26-000002; SEC EDGAR 2024 Form D, Accession No. 0002041906-24-000002; NewSpring official website and Holdings strategy materials; Xpect Solutions official website; Xpect/Amivero acquisition announcement; public SEC investment schedules showing Xpect senior secured debt.
Form D is an exempt-offering notice and is not an SEC-issued certificate, approval or endorsement.