Level Five Atoms SEC Review: What Can Actually Be Verified Behind the New $2.75 Million SPV
Level Five Atoms A Series of V360 Holdings LLC is a newly filed venture-capital vehicle with a real SEC Form D but almost no fundraising history yet. The October 5, 2026 filing reports a maximum $2.75 million equity offering under Rule 506(b), with $0 sold, zero investors and no first sale as of the filing date. The reported minimum investment is $50,000. Rajesh Rai appears in the SEC filing as a promoter, while Level Five's own website identifies Rai as its Managing Partner and describes the firm as a deep-tech venture investor focused on areas including aerospace, robotics and energy. That connection gives the offering a recognizable sponsor-level trail, but the public record does not yet justify treating the $2.75 million as money raised or the vehicle as an established operating fund.
THE NAME PROVIDES A CLUE, BUT NOT ENOUGH TO IDENTIFY THE ASSET
The strongest contextual clue is the word "Atoms." Level Five's website lists Atoms Robotics among its recent investments and describes its strategy as backing technologies that move from technical breakthrough into real-world deployment. This makes an Atoms-related purpose plausible for a vehicle named "Level Five Atoms." However, the Form D itself does not identify a portfolio company, transaction, financing round or security being acquired.
That distinction matters. A special-purpose vehicle can be formed before subscriptions close, and its legal name may reference an intended transaction without proving that the transaction has closed. Because the filing reports no first sale and $0 sold, FilingDossier would not describe Series Atoms as already owning an investment in Atoms Robotics unless subscription materials, cap-table evidence, an underlying company disclosure or another reliable source confirms it.
The practical takeaway is straightforward: the Level Five connection is verifiable; the exact economic exposure of this particular Series is not yet publicly established.
RAJESH RAI PROVIDES A MORE SUBSTANTIAL SPONSOR TRAIL
The public background around Rajesh Rai gives the filing more context than many newly formed SPVs. Level Five identifies Rai as Managing Partner and says he has more than two decades of experience in deep-tech venture investing. The firm lists prior roles including Montane Ventures, Virginia Venture Partners, India Innovation Fund and New Markets Venture Partners, together with board experience involving technology companies.
The SEC filing, however, uses the narrower designation Promoter. FilingDossier therefore does not automatically convert that Form D role into "investment adviser," "fund manager" or SEC-registered RIA status. Those are separate regulatory concepts.
No detailed private-fund disclosure matching Level Five Atoms was identified in the adviser data reviewed for this report. That does not mean the vehicle lacks lawful management arrangements. Venture SPVs may be managed under structures that do not produce a fund-specific SEC adviser registration. It does mean investors should ask precisely which legal entity exercises investment discretion and whether that entity is registered, exempt reporting, state registered or relying on another exemption.
THE V360 NAME NEEDS PARTICULARLY CAREFUL INTERPRETATION
The issuer is described as "A Series of V360 Holdings LLC." SEC records show numerous other investment vehicles carrying the V360 Holdings LLC series naming convention. Those filings span different addresses, promoters and managers.
That is important because it strongly cautions against treating every V360 Series as part of the same investment manager.
For example, separate SEC filings exist for vehicles such as V360 Holdings LLC Series Skydio Fund I, V360 Holdings LLC Series Thielsen SPV III and V360 Holdings LLC Series Kaizen Equity Partners SPV II. Their filings identify different promoters or managers. The common V360 structure therefore appears to function at least in part as a series-based legal or administrative framework capable of hosting distinct investment sponsors and transactions.
Investors researching Level Five Atoms should consequently focus on this specific Series, CIK 0002158042, and Rajesh Rai, rather than assuming the investment histories of unrelated V360 Series belong to Level Five.
That distinction also reduces the risk of a common due-diligence error: finding a large number of V360 Form D filings and interpreting the volume as evidence that Level Five itself has launched all of them.
$2.75 MILLION OFFERING DOES NOT MEAN $2.75 MILLION RAISED
The Form D reports a total offering of $2,750,000, but the same filing reports $0 sold and $2,750,000 remaining. Investor count is zero and no first-sale date is reported.
Those numbers describe an offering that was registered through a Form D notice before reported sales occurred. They do not establish that $2.75 million was committed, transferred to the issuer or invested into an underlying company.
The filing also reports no sales commissions or finders' fees and indicates that the offering is not expected to last longer than one year. The securities are described as equity and the issuer identifies itself as a venture capital fund.
The $50,000 minimum provides another clue that this is intended as a relatively concentrated private investment rather than a retail product. Under Rule 506(b), the issuer cannot use the general-solicitation framework associated with Rule 506(c), and the actual eligibility and subscription requirements should be verified from the offering documents rather than inferred solely from the SEC notice.
THE BIGGEST DUE-DILIGENCE QUESTION IS WHAT THE SERIES ACTUALLY OWNS
For an SPV like this, the most important question is not whether CIK 0002158042 exists. It does. The harder question is what investors receive for their money.
Before investing, we would want to see the operating or series agreement, subscription agreement, investment memorandum, capitalization structure and a clear statement identifying the target asset. If the Series is intended to invest in Atoms Robotics or another specific Level Five portfolio company, the documents should identify the relevant operating company, security class, acquisition price or financing-round terms and any SPV-level markup.
Investors should also examine management fees, carried interest or performance allocation, organizational expenses, legal and administration costs, follow-on rights, transfer restrictions and treatment of unused capital. With only a $2.75 million target, even relatively ordinary fixed SPV expenses can have a noticeable effect on investor economics.
Another key issue is whether Level Five, Rajesh Rai, V360 or another entity controls the Series bank account, maintains investor records and handles distributions. The public Form D does not answer those questions.
WHAT THE LEVEL FIVE WEBSITE ADDS
Unlike a completely opaque sponsor, Level Five maintains a public website describing its investment philosophy, leadership and portfolio. It presents itself as a deep-tech venture firm focused on deploying technology in mission-critical industries, particularly robotics, aerospace and energy. Rajesh Rai, Frank Taylor and Sundi Natarajan are listed as members of the investment leadership team.
The website also identifies Atoms Robotics as a recent investment.
That is useful corroborating evidence because the terminology appearing in the new Form D is consistent with a company already publicly associated with Level Five. Nevertheless, a sponsor website remains sponsor-supplied evidence. It should complement rather than replace SEC records and transaction documents.
The strongest verification would come from documentation connecting CIK 0002158042 specifically to an underlying Atoms investment.
CURRENT RISK ASSESSMENT
The risk profile here is different from a private offering whose sponsor cannot be identified. Rajesh Rai is publicly connected to Level Five, Level Five maintains a visible investment platform and the firm's website identifies an Atoms investment. Those facts provide a coherent explanation for why an entity called Level Five Atoms might exist.
The weaknesses are primarily stage and transparency.
The fund had reported no sales when the Form D was filed. There were no investors, no first-sale date and no public fund-specific adviser record identified in our review. The Form D also does not disclose the underlying security, valuation, ownership percentage, SPV fee stack or investment terms.
None of those facts establishes fraud. They simply mean investors have much less independent information available at the Series level than the existence of a recognizable venture sponsor might initially suggest.
FINAL ASSESSMENT
Level Five Atoms A Series of V360 Holdings LLC passes the basic existence test: there is a real initial Form D filed on October 5, 2026, the issuer has CIK 0002158042 and SEC file number 021-599899, and Rajesh Rai is identified in the filing as promoter. Level Five's public materials independently connect Rai to the venture firm and show an investment called Atoms Robotics.
At the same time, the SEC filing reports $0 sold, zero investors and no first sale against a $2.75 million target. The public Form D does not establish that the vehicle has acquired Atoms Robotics shares or any other particular asset. Nor does the V360 name itself prove a broader Level Five fund family, because other V360 Series filings show unrelated promoters and managers.
Our current assessment is therefore credible sponsor connection, verified Form D, but an early-stage SPV whose underlying transaction still needs documentary verification.
There is presently no verified evidence in the sources reviewed for this report establishing that Level Five Atoms is a scam. But the existence of an SEC Form D should never be treated as SEC approval, validation of the underlying investment, or confirmation that the $2.75 million target has been raised. Investors should verify the target security, ownership structure, payment instructions and governing documents before committing capital.