INDEPENDENT VERDICT
Omni Ventures is unusually useful for understanding why a private venture fund's latest available Form D may tell only part of the fundraising story. Omni Ventures Fund I, a Series of Omni Ventures Master LLC, filed a January 13, 2025 Form D showing a $25 million Rule 506(b) offering, $5.87 million sold to 13 investors, a $25,000 minimum and a first sale dating to December 28, 2023. Yet in July 2026 Omni publicly announced that Fund I had closed oversubscribed at $33 million. Those figures are not inherently contradictory: Form D is an offering notice at a point in time, while the later public close reflects subsequent fundraising. More importantly, by 2026 the same Omni Ventures Master LLC architecture was also producing company-specific series such as Uptool I II and Cargo Robotics II. The strongest research story is therefore not merely that two former Apple engineers raised a manufacturing-tech fund; it is that Omni combines a conventional flagship venture pool with separate legal series capable of concentrating additional capital into specific portfolio companies.
THE $25 MILLION SEC OFFERING AND $33 MILLION FINAL CLOSE SHOULD BE PRESENTED AS TWO DIFFERENT DATED FACTS
The January 2025 Form D is explicit: Omni Ventures Fund I had a stated $25 million offering, $5.87 million sold, $19.13 million remaining and 13 investors at that filing date. The original 2024 notice had been even earlier in the fundraising process, reporting only $125,000 sold to one investor against the same $25 million target. By July 2026, however, Omni publicly announced an oversubscribed $33 million final close. The correct interpretation is therefore a fundraising progression — not a regulatory inconsistency. The Form D did not forecast the final close, and the later $33 million figure should not be backfilled into the January 2025 SEC filing as though it had already been sold then. This distinction is particularly useful for FilingDossier because many automated fund databases freeze the last SEC number and can therefore understate a later final close announced by the manager.
THE STRATEGY IS NARROWER AND MORE OPERATIONALLY DEFINED THAN A GENERIC "AI FUND"
Omni's official website describes the firm as "The Manufacturing Tech VC" and centers the thesis on making the physical world machine-readable. The portfolio is built around software and technology layers connecting factories, engineering workflows, supply chains and industrial infrastructure rather than simply financing capital-intensive hardware. Omni says it invests at the earliest stages, while public fund-close materials describe initial checks of roughly $700,000 to $1 million into pre-seed companies. Current portfolio examples illustrate the thesis clearly: Uptool uses AI to automate quoting for machine and fabrication shops; Dystr provides AI tooling for hardware, mechanical and electrical engineers; Zenode assists engineers with electronic-component data; Polymath targets AI-driven CAD; Mimiq applies industrial IoT to logistics tracking; and newer companies such as Morale AI and Spatial Support focus on factory data and technical-product knowledge. This creates a more coherent evidence-backed strategy than simply labeling the portfolio "physical AI."
THE FOUNDERS' APPLE BACKGROUND IS RELEVANT BECAUSE IT DIRECTLY MATCHES THE FUND'S INDUSTRIAL THESIS
Simon Lancaster and Sabrina Paseman are not finance professionals who later selected manufacturing as a sector theme. Public biographies identify both as former Apple product or manufacturing engineers who worked on moving physical products from design and prototype toward production. Lancaster's career also includes engineering and product experience beyond Apple, while Paseman has worked across industrial design, medical-device and startup settings. Their operating history is relevant because Omni explicitly targets founders working inside engineering and manufacturing workflows where customer discovery, product qualification, factory deployment and procurement differ materially from ordinary enterprise SaaS. The research value lies not in treating Apple employment as a guarantee of investment performance, but in showing that the manager's prior operating experience maps directly onto the problems Fund I says it is underwriting.
THE MOST IMPORTANT STRUCTURAL EVIDENCE IS THE APPEARANCE OF COMPANY-NAMED SERIES UNDER OMNI VENTURES MASTER LLC
In May 2026, Uptool I II, a Series of Omni Ventures Master LLC, filed a separate Form D after an initial May 8 sale. That issuer offered exactly $481,600, sold the entire $481,600 to five investors and reported no remaining securities. It relied on Rule 506(b) and Section 3(c)(1), was classified as a venture capital fund and used Sydecar LLC as administrator. Omni's official portfolio independently identifies Uptool and explains why the firm invested: quoting is a major operational bottleneck for machine and fabrication shops, and automating it can become a data and workflow layer for the broader manufacturing business. This gives an unusually clean chain from SEC vehicle → exact company name → official manager portfolio page → specific investment thesis.
Cargo Robotics II adds a second and even more recent example. On September 18, 2026, Cargo Robotics II, a Series of Omni Ventures Master LLC, filed a Form D for an exact $767,275 offering, fully sold to 10 investors. Unlike the Uptool series, this vehicle lists Infra One US Management LLC as a director-level administrator and Michael Gerhard Stroeck as an officer of the administrator. That administrative difference is important: the common "Omni Ventures Master LLC" naming convention does not mean every series uses identical back-office infrastructure or investor arrangements. It also reinforces the point that the series are separate issuers with distinct CIKs, investor counts, amounts and administrators, not merely bookkeeping subaccounts of Fund I.
THE SERIES VEHICLES APPEAR TO FUNCTION AS FOLLOW-ON OR CONCENTRATED ACCESS TO SPECIFIC PORTFOLIO COMPANIES
Omni's public reporting says the flagship fund generally writes $700,000-$1 million initial checks, while the named Uptool and Cargo Robotics series have their own separate capital raises. The strongest interpretation is that Omni can supplement the flagship fund with dedicated special-purpose vehicles or series when a portfolio company offers additional allocation, when certain LPs want concentrated exposure, or when follow-on capital exceeds the flagship's desired position size. The SEC filings do not themselves state which of those motives applies, so FilingDossier does not describe the series as "continuation funds," "opportunity funds" or "pro rata vehicles" without documentation. But their company-specific names and fully subscribed exact offering amounts are strong evidence that they represent transaction-specific capital rather than a second broad blind pool.
THE ADMINISTRATIVE LAYER SHOULD NOT BE CONFUSED WITH THE INVESTMENT TEAM
Fund I and the Uptool vehicle both identify Sydecar LLC in the legal administration chain, with Sydecar personnel signing the filings in administrative capacities. That does not mean Sydecar selected Omni's portfolio companies or operates the venture strategy. Sydecar provides fund/SPV infrastructure to investment managers, while Omni's public website identifies Lancaster and Paseman as the investment leadership. Cargo Robotics II, meanwhile, uses Infra One US Management instead of Sydecar, demonstrating that even within the Omni Ventures Master LLC ecosystem the administrative provider can change. Investors researching this platform therefore need to distinguish at least four layers: Omni as investment sponsor, Fund I as flagship capital pool, company-specific series as dedicated issuers, and Sydecar/Infra One as legal-administrative infrastructure.
THE PORTFOLIO GIVES THE FUND A DISTINCT "SOFTWARE AROUND INDUSTRIAL WORK" PATTERN
Omni's current portfolio is not primarily composed of factories, heavy machinery manufacturers or large robotics manufacturers requiring hundreds of millions of dollars in capex. Instead, many investments sit at the software/data interface of the industrial economy: quoting, CAD, engineering knowledge, component search, factory analytics, supply-chain tracking and workflow automation. This is consistent with the manager's stated preference for capital-light models and helps explain why a $33 million Fund I can pursue meaningful ownership at pre-seed despite manufacturing being an enormous end market. The risk is equally specific: industrial customers often have long sales cycles, high integration requirements, security constraints and conservative deployment processes. Omni's thesis therefore depends on portfolio companies converting technical product advantages into repeatable industrial distribution rather than remaining stuck in pilots.
FINAL ASSESSMENT
Omni Ventures has at least nine evidence points that make it meaningfully different from the venture funds reviewed earlier: Fund I began with a $25 million SEC target; the January 2025 filing showed $5.87 million sold to 13 investors; the manager later publicly closed the fund at an oversubscribed $33 million; the founders are former Apple engineers whose operating history closely matches the manufacturing thesis; the official portfolio is concentrated in industrial software, AI, engineering and supply-chain infrastructure; Uptool has its own $481,600 fully subscribed five-investor series; Cargo Robotics II has a separate $767,275 fully subscribed 10-investor series; Sydecar administers Fund I and Uptool while Cargo Robotics II uses a different administrator; and every series has its own CIK and legal fundraising record. The principal diligence question is therefore capital allocation: how Fund I, Uptool/Cargo follow-on series and future Omni Ventures Master LLC vehicles share investment opportunities, ownership, fees, reserves and conflicts.
SEC SNAPSHOT
Issuer: Omni Ventures Fund I, a Series of Omni Ventures Master LLC CIK: 0002008396 SEC Form: Form D Accession No.: 0002008396-25-000001 File No.: 021-534959 Filing Date: January 13, 2025 Formation Year: 2023 Jurisdiction: Delaware Principal Address: 2093 Philadelphia Pike, #5885, Claymont, DE 19703 Telephone: 360-946-0604 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: $25,000,000 Amount Sold: $5,870,000 Remaining To Be Sold: $19,130,000 Investors: 13 Minimum Investment: $25,000 First Sale: December 28, 2023 Offering Duration Over One Year: YES Business Combination Transaction: NO Sales Commissions: $0 Finder's Fees: $0 Organizational / Operating Expense Estimate in Item 16: $10,000 Administrator: Sydecar LLC Administrative Signer: Taylor Hughes
FUNDRAISING PROGRESSION
January 17, 2024 Form D: Offering Amount: $25,000,000 Amount Sold: $125,000 Investors: 1
January 13, 2025 Form D: Offering Amount: $25,000,000 Amount Sold: $5,870,000 Investors: 13
July 2026 Public Final Close: Reported Final Fund Size: $33,000,000 Status: Oversubscribed
$33M Equal to January 2025 Form D Amount Sold: NO
$33M Larger Than Original SEC Target: YES
Difference vs Original $25M Target: Approximately $8,000,000
Interpretation: Later final close exceeded the earlier Form D target and occurred after the latest reviewed Fund I filing.
MANUFACTURING-TECH THESIS
Official Brand: Omni Ventures
Official Website: omnivl.com
Positioning: The Manufacturing Tech VC
Stage: Earliest stage / Pre-seed
Typical Initial Check: Approximately $700,000-$1,000,000
Core Themes: Manufacturing software AI for industrial workflows Robotics Automation Connected industrial systems Engineering software Supply-chain technology Industrial IoT Capital-light hardware-enabled models
Primary Thesis: Make the physical world machine-readable
FOUNDER / TEAM PENETRATION
General Partner: Simon Lancaster
Former Apple Product / Engineering Experience: YES
Broader Engineering Experience: YES
General Partner: Sabrina Paseman
Former Apple Product Design / Manufacturing Experience: YES
Founder / Startup Operating Experience: YES
Current Official Team Also Includes: Lucas Whipple Webber Wu Tianqi Zhang Michael Choi Other advisers
Apple Background Guarantees VC Performance: NO
Operating Experience Directly Relevant to Manufacturing Thesis: YES
OFFICIAL PORTFOLIO PENETRATION
Current Public Portfolio Includes:
Uptool AI-powered quoting / operating software for machine and fabrication shops
Dystr AI workflows for hardware, mechanical and electrical engineering
Zenode AI copilot for hardware development and electronic-component selection
Polymath AI-driven CAD / engineering-design environment
Mimiq Industrial IoT / logistics chain tracking
RunMat GPU-native mathematical computing for engineers
Drafter Mechanical design communication / workflow tools
Morale AI Factory-data intelligence
Spatial Support Conversational interface built on 3D/CAD product information
Additional Official Portfolio Companies: YES
Every Portfolio Company Held Directly by Fund I: Not independently confirmed from public legal records
UPTOOL SERIES PENETRATION
Issuer: Uptool I II, a Series of Omni Ventures Master LLC
CIK: 0002130835
SEC Filing Date: May 11, 2026
First Sale: May 8, 2026
Jurisdiction: Delaware
Fund Classification: Venture Capital Fund
Offering Exemption: Rule 506(b)
Investment Company Act Exclusion: Section 3(c)(1)
Offering Amount: $481,600
Amount Sold: $481,600
Remaining: $0
Investors: 5
Minimum Investment: $0 reported
Offering Duration Over One Year: NO
Sales Commissions: $0
Finder's Fees: $0
Estimated Organizational / Operating Expense: $8,000
Administrator: Sydecar LLC
Official Omni Portfolio Confirms Uptool: YES
Omni "Why We Invested" Rationale Publicly Available: YES
Exact Security Purchased by Uptool Series: Not publicly disclosed in Form D
UPTOOL COMPANY PENETRATION
Company: Uptool
Founded: 2024 according to Omni portfolio page
Product: AI-powered quoting software for machine and fabrication shops
Core Workflow: Extract technical-document information Accelerate quoting Improve pricing accuracy Improve win rate / profitability
Omni Investment Thesis: Quoting is a bottleneck in fragmented manufacturing markets Workflow software can become a broader data and operating layer
Public Product Launch From Stealth: 2026
Uptool Series Proven to Equal All Omni Ownership in Uptool: NO
CARGO ROBOTICS II PENETRATION
Issuer: Cargo Robotics II, a Series of Omni Ventures Master LLC
CIK: 0002155422
SEC Filing Date: September 18, 2026
Jurisdiction: Delaware
Offering Amount: $767,275
Amount Sold: $767,275
Remaining: $0
Investors: 10
Offering Exemption: Rule 506(b)
Investment Company Act Exclusion: Section 3(c)(1)
Fund Classification: Other / Pooled Investment Fund
Sales Commissions: $0
Finder's Fees: $0
Estimated Organizational / Operating Expense: $14,500
Administrator / Director-Level Entity: Infra One US Management LLC
Administrator Officer: Michael Gerhard Stroeck
Same Administrator as Fund I: NO
Same Administrator as Uptool Series: NO
Same Omni Ventures Master LLC Naming Architecture: YES
SEC Filing Proves Exact Cargo Robotics Security Acquired: NO
SERIES / FLAGSHIP STRUCTURE
Flagship: Omni Ventures Fund I
Master-Series Naming Platform: Omni Ventures Master LLC
Named Series Confirmed: Uptool I II Cargo Robotics II
Separate CIKs: YES
Separate Form Ds: YES
Separate Investors: YES
Separate Offering Amounts: YES
Separate Administrative Infrastructure Possible: YES
Series Amounts Automatically Part of Fund I $33M: NO
Series Amounts Automatically Additive to Fund I AUM: NO
Series Investors Automatically Fund I LPs: NO
Potential Economic Use: Follow-on investment Concentrated portfolio-company access Co-investment Special-purpose financing
Which Use Applies to Each Series: Requires governing / subscription documents
ADMINISTRATOR PENETRATION
Fund I Administrator: Sydecar LLC
Uptool Series Administrator: Sydecar LLC
Cargo Robotics II Administrator: Infra One US Management LLC
Sydecar Investment Manager: NO evidence
Infra One Investment Manager: NO evidence
Administrative Providers Should Be Confused With Omni GPs: NO
Administrative Role Includes: Legal entity support Fund / series administration Regulatory filing execution
Exact Contractual Scope: Requires service agreements
PUBLIC FUND CLOSE / LP EVIDENCE
Publicly Announced Fund I: $33 million
Fund Status: Oversubscribed
Anchor LP Publicly Identified: Allocator One
LP Geography: 14 countries
Foxconn Technology Executive Publicly Identified in Fund-Close Coverage as LP: YES
Strategic Manufacturing Network: Material to Omni thesis
Public Announcement Proves Exact Individual LP Commitment Amounts: NO
Portfolio Companies Have Attracted Other Major VC Investors: YES
Examples Publicly Reported: Khosla Ventures Eclipse Bessemer Venture Partners Kleiner Perkins
Those Investors Are Proven LPs in Omni Fund I: NO They are portfolio-company co-investors, not automatically Omni LPs.
NAME COLLISION REVIEW
Omni Ventures Manufacturing-Tech VC: omnivl.com Founded / operating as manufacturing-focused VC Simon Lancaster / Sabrina Paseman
Separate Website: omniventures.com
Separate Historical Public Company: Omni Ventures, Inc. Kansas corporation Historical SEC CIK / securities issuer
Same Entity as Current Manufacturing-Tech Omni Ventures: NO evidence
Correct Current Research Chain: Omni Ventures Fund I Omni Ventures Master LLC Simon Lancaster Sabrina Paseman omnivl.com
WEBSITE / ENTITY PENETRATION
Official Manufacturing-Tech Website Confirmed: YES
Fund I SEC Issuer Confirmed: YES
Omni Ventures Master LLC Series Architecture Confirmed: YES
Fund I Administrator Confirmed: YES
Uptool Series SEC Issuer Confirmed: YES
Cargo Robotics II Series SEC Issuer Confirmed: YES
Uptool Official Portfolio Relationship Confirmed: YES
Current $33M Final Close Publicly Confirmed: YES
Dedicated SEC-Registered Adviser CRD Confirmed: NO
Fund I Legal GP Entity Independently Confirmed: NO
Fund I Auditor Confirmed: NO
Fund I Custodian Confirmed: NO
Fund I Legal Counsel Confirmed: NO
Complete Fund I Portfolio Ownership Schedule Confirmed: NO
CORE INVESTOR QUESTIONS
Why did the initial Form D target $25 million while the final Fund I close reached $33 million Was a formal amended Fund I offering notice filed after the final close How much of the $33 million is committed versus funded capital What management fee applies to Fund I What carried interest applies What GP commitment did Lancaster and Paseman make What reserve percentage is held for follow-on investments When is a company funded directly from Fund I versus through a separate Omni Ventures Master LLC series Do Fund I LPs receive automatic participation rights in company-specific SPVs Are SPV economics different from Fund I economics Does Omni charge additional carry or administration fees on Uptool or Cargo Robotics series Why does Cargo Robotics II use Infra One US Management instead of Sydecar Who determines valuation when a follow-on series buys securities from an existing holder or portfolio affiliate Can Fund I sell securities into an Omni series Can a series invest alongside Fund I at different prices or share classes What exact Uptool securities were acquired by the $481,600 series What exact Cargo Robotics securities were acquired by the $767,275 series What ownership percentages do the series hold How many Fund I companies currently have dedicated follow-on vehicles What percentage of Fund I is concentrated in the largest five portfolio companies How long are industrial customer sales cycles across the portfolio How does Omni measure conversion from pilot projects into recurring production deployments How does the firm manage manufacturing hardware risk while maintaining a capital-light strategy Who serves as Fund I auditor, tax adviser, legal counsel and custodian
PRIMARY EVIDENCE REVIEWED
SEC Form D for Omni Ventures Fund I, a Series of Omni Ventures Master LLC filed January 17, 2024. SEC Form D for Omni Ventures Fund I filed January 13, 2025. SEC filing confirming the $25 million offering, $5.87 million sold, 13 investors, $25,000 minimum and December 28, 2023 first sale. SEC Form D for Uptool I II, a Series of Omni Ventures Master LLC filed May 11, 2026. SEC filing confirming the $481,600 fully subscribed Uptool series and five investors. SEC Form D for Cargo Robotics II, a Series of Omni Ventures Master LLC filed September 18, 2026. SEC filing confirming the $767,275 fully subscribed Cargo Robotics II offering and 10 investors. Omni Ventures official website and portfolio. Omni Ventures official Uptool investment page. July 2026 public Fund I closing announcement confirming the oversubscribed $33 million final close, pre-seed manufacturing focus and $700,000-$1 million initial check strategy. Public reporting on Simon Lancaster and Sabrina Paseman's Apple and manufacturing backgrounds. Public fund-close reporting identifying Allocator One and the international LP base. Public reporting on co-investors in Omni portfolio companies used only to establish external follow-on validation.
IMPORTANT FORM D NOTICE
Omni Ventures Fund I's January 2025 Form D reports a $25 million offering with $5.87 million sold to 13 investors. Omni later publicly announced a $33 million oversubscribed final close in July 2026. These figures refer to different dates and should not be presented as though the SEC filing itself reported $33 million. Likewise, Uptool I II and Cargo Robotics II are separate series issuers with their own CIKs, investors and offering amounts; their $481,600 and $767,275 raises should not automatically be added to Fund I or described as Fund I AUM. Sydecar and Infra One appear in administrative roles and should not be confused with Omni's investment-management team. Form D filings are exempt-offering notices and do not constitute SEC approval or endorsement of Omni Ventures, its portfolio companies or expected investment returns.