RESEARCH

JJ Fliegelman Funds Uses a Rapid Series-SPV Model — SEC Review of VO-0813, the $95,500 Four-Day Close and the New JF Group Funds Structure

JJ Fliegelman Funds Uses a Rapid Series-SPV Model — SEC Review of VO-0813, the $95,500 Four-Day Close and the New JF Group Funds Structure

INDEPENDENT VERDICT

VO-0813 Fund I is a small fund, but its significance comes from the system around it rather than the $95,500 headline. The September 14, 2026 Form D reports that the full $95,500 offering had already been sold to 12 investors after a September 10 first sale, meaning the vehicle went from first reported sale to fully subscribed status in four days. The minimum investment was only $1,000. The issuer is classified specifically as a venture capital fund, relies on Rule 506(b) and Section 3(c)(1), and reports no broker-dealer, sales commissions or finder fees. Instead, the filing estimates $8,000 payable to the fund administrator and/or affiliates as a one-time amount covering administrative expenses for the life of the fund. Relative to a $95,500 offering, that disclosed amount equals roughly 8.4% of stated offering size, making administration economics materially more important here than they would be in a conventional $100 million venture fund.

THE REAL ENTITY IS A SERIES MACHINE, NOT A SINGLE "JJ FLIEGELMAN FUND"

SEC history shows that VO-0813 belongs to a recurring legal architecture built under the name "a series of JJ Fliegelman Funds, LP." Earlier issuers include paired S24 and QP-S24 vehicles in 2024, X25 and other 2025 series, F25 in November 2025, and S26 in September 2026. Two days after VO-0813's filing, another vehicle — DI-0830 Fund I, a series of JJ Fliegelman Funds, LP — appeared with a $550,000 offering that was also reported completely sold. S26, filed earlier in September, was substantially larger: a $1.5 million offering with $930,398 sold. These are separate CIKs and separate Form D issuers even though the parent naming convention is shared. That means researchers should not add every JJ Fliegelman series vehicle and call the result one fund's AUM. The series structure appears designed to create discrete pools for individual investment opportunities or cohorts, but the underlying portfolio asset of VO-0813 is not identified in the public Form D.

BELLTOWER AND FUND GP ARE INFRASTRUCTURE — THEY SHOULD NOT BE MISLABELED AS THE INVESTMENT TEAM

The September filing names Fund GP, LLC, located at 301 North Market Street in Wilmington, Delaware, as General Partner. Belltower Fund Group, Ltd., using the Lynnwood address, is separately identified as agent of the General Partner. Abraham Wilson signs the filing as an authorized person of that agent. The same Fund GP / Belltower architecture appears repeatedly across JJ Fliegelman Funds series, including S24, X25, F25 and S26. This is a crucial distinction for FilingDossier: the SEC filing does not identify Belltower as the venture investor, portfolio manager or owner of the JJ Fliegelman brand. Its disclosed role is administrative/GP-agent infrastructure. The $8,000 Item 16 disclosure reinforces that interpretation because the filing expressly describes payment to the fund administrator and/or affiliates for administrative expenses over the life of the vehicle.

A SECOND 2026 STRUCTURE PUTS JOEL "JJ" FLIEGELMAN DIRECTLY INTO THE SEC RECORD

The strongest evidence tying the "JJ Fliegelman" fund name to an identifiable investor comes from a separate 2026 legal structure rather than VO-0813 itself. In August 2026, BL-0126, a series of JF Group Funds, LP filed from 1000 West Avenue in Miami Beach. That Form D names JJF Advisory, LLC as General Partner and Joel Fliegelman as an executive officer; Joel Fliegelman personally signed the filing as Manager of the issuer. Independent Y Combinator material identifying WayUp co-founder Joel Fliegelman also notes that "JJ" is his nickname, providing a public-source bridge between Joel Fliegelman and the JJ identity. This newer JF Group Funds structure is notable because it differs from the older Belltower/Fund GP architecture: the GP is JJF Advisory rather than Fund GP, the address is Miami Beach rather than Lynnwood, and Joel Fliegelman appears directly instead of only through a branded series name. Public evidence does not establish that JF Group Funds replaced JJ Fliegelman Funds; both should currently be treated as related-looking but legally separate fund structures until primary documents establish the precise ownership and management connection.

FINAL ASSESSMENT

VO-0813 is valuable as a research case because five unusually specific facts fit together: it closed a $95,500 offering in four days; 12 investors participated with a $1,000 stated minimum; approximately $8,000 was earmarked for lifetime fund administration; the issuer belongs to a long chain of independently filed JJ Fliegelman series vehicles; and a separate 2026 JF Group Funds structure finally places JJF Advisory and Joel "JJ" Fliegelman directly into SEC filings. The remaining gap is the actual investment. The Form D does not disclose what company VO-0813 owns, why the vehicle was named VO-0813, the purchase price of the underlying security, or how carry and management economics are allocated beyond the administrative payment. For a series-SPV model like this, those asset-level facts matter far more than the generic existence of a venture-capital Form D.

SEC SNAPSHOT

Issuer: VO-0813 Fund I, a series of JJ Fliegelman Funds, LP CIK: 0002150963 SEC Form: Form D Accession No.: 0002150963-26-000001 File No.: 021-597308 Film No.: 261375874 Filing Date: September 14, 2026 Year Organized: 2026 Jurisdiction: Delaware Principal Address: 2006 196th St SW, Suite 114, Lynnwood, WA 98036 Telephone: (360) 340-9337 Industry: Pooled Investment Fund Fund Classification: Venture Capital Fund Investment Company Registered: No Investment Company Act Exclusion: Section 3(c)(1) Offering Exemption: Rule 506(b) Security Type: Pooled Investment Fund Interests Offering Amount: $95,500 Amount Sold: $95,500 Remaining: $0 Investors: 12 Minimum Investment: $1,000 First Sale: September 10, 2026 Offering Duration Over One Year: No Sales Commissions: $0 Finder's Fees: $0 Estimated Item 16 Payment: $8,000 Item 16 Description: One-time fee to fund administrator and/or affiliates covering administrative expenses for the life of the fund General Partner: Fund GP, LLC Agent of General Partner: Belltower Fund Group, Ltd. Signer: Abraham Wilson Signer Role: Authorized Person of the Agent of Issuer's GP

JJ FLIEGELMAN SERIES PENETRATION

S24, a series of JJ Fliegelman Funds, LP: Confirmed QP-S24, a series of JJ Fliegelman Funds, LP: Confirmed X25, a series of JJ Fliegelman Funds, LP: Confirmed F25, a series of JJ Fliegelman Funds, LP: Confirmed S26, a series of JJ Fliegelman Funds, LP: Confirmed VO-0813 Fund I, a series of JJ Fliegelman Funds, LP: Confirmed DI-0830 Fund I, a series of JJ Fliegelman Funds, LP: Confirmed VO-0813 Amount Sold: $95,500 VO-0813 Fully Sold: YES DI-0830 Offering Amount: $550,000 DI-0830 Fully Sold: YES S26 Offering Amount: $1,500,000 S26 Amount Sold at Initial Filing: $930,398

WEBSITE / ENTITY PENETRATION

Dedicated JJ Fliegelman Funds website confirmed: NO VO-0813 SEC issuer confirmed: YES Fund GP, LLC GP relationship confirmed: YES Belltower Fund Group GP-agent role confirmed: YES Belltower identified by SEC as investment adviser: NO Abraham Wilson signature confirmed: YES Fund administrator payment disclosed: YES Joel Fliegelman direct role in VO-0813 filing: NO JF Group Funds separate 2026 SEC structure confirmed: YES JJF Advisory, LLC GP of BL-0126 confirmed: YES Joel Fliegelman executive role in BL-0126 confirmed: YES Joel Fliegelman personally signed BL-0126 filing: YES Public source identifies Joel Fliegelman nickname as JJ: YES WayUp co-founder history independently confirmed: YES JF Group Funds proven replacement for JJ Fliegelman Funds: NO VO-0813 underlying portfolio company publicly identified in Form D: NO VO-0813 portfolio value independently confirmed: NO Registered investment adviser / CRD for VO-0813 confirmed: NO

CORE INVESTOR QUESTIONS

What specific portfolio company does VO-0813 hold What does the code VO-0813 represent Was the underlying security purchased directly from the company or through a secondary transaction What purchase price or valuation was used Why was a separate $95,500 series vehicle required How is carried interest allocated Is there a management fee in addition to the disclosed $8,000 administration amount Does the $8,000 administration payment cover tax filings, K-1 preparation, legal work and dissolution How are liabilities segregated between different JJ Fliegelman Funds series Can one series be exposed to claims arising from another series What investment-decision role does Joel Fliegelman have in VO-0813 What is the ownership relationship between Fund GP, LLC and JJ Fliegelman What is the ownership relationship between JJF Advisory, LLC and the older JJ Fliegelman Funds structure Why did JF Group Funds begin using a Miami Beach address and JJF Advisory as GP in 2026 Do JF Group Funds and JJ Fliegelman Funds invest through the same investment-selection process Who provides custody or banking for VO-0813 What exit rights exist if the underlying private company remains illiquid

PRIMARY EVIDENCE REVIEWED

SEC Form D for VO-0813 Fund I, a series of JJ Fliegelman Funds, LP filed September 14, 2026. SEC Form D for S26, a series of JJ Fliegelman Funds, LP filed September 2026. SEC Form D for DI-0830 Fund I, a series of JJ Fliegelman Funds, LP filed September 16, 2026. SEC filings for S24 and QP-S24, a series of JJ Fliegelman Funds, LP. SEC Form D for X25, a series of JJ Fliegelman Funds, LP. SEC Form D for F25, a series of JJ Fliegelman Funds, LP. SEC Form D for BL-0126, a series of JF Group Funds, LP. Public Y Combinator material identifying Joel Fliegelman as the WayUp co-founder and noting JJ as his nickname. Public investment databases used only to cross-check Joel/JJ Fliegelman's venture-investment activity.

IMPORTANT FORM D NOTICE

Each named series of JJ Fliegelman Funds has its own SEC filing identity and should not automatically be combined into one fund, portfolio or AUM figure. Belltower Fund Group is identified in the reviewed filings as agent of the General Partner rather than as the investment adviser. The newer JF Group Funds filings establish direct involvement of JJF Advisory and Joel Fliegelman, but the exact legal relationship between that structure and the older Fund GP / Belltower-administered JJ Fliegelman Funds architecture remains unconfirmed. Form D filings confirm exempt-offering notices; they do not constitute SEC approval or endorsement.

Important Form D notice: A Form D filing is a notice filing for an exempt securities offering. It does not mean that the U.S. Securities and Exchange Commission has approved, licensed, endorsed, or verified the issuer or the offering. Readers should verify information through official SEC sources and conduct their own due diligence.
Verification note: SEC.gov and the relevant regulator's official records remain authoritative. This site's research is independent editorial content.