INDEPENDENT VERDICT
Prysm Capital Fund II, L.P. is not the largest Prysm vehicle visible in SEC records, and that is exactly what makes its September 2026 amendment interesting. The main Fund II partnership reported $20.1 million sold to three investors in September 2025 and increased that figure to $98.025 million across 27 investors by September 10, 2026, a net increase of $77.925 million. Yet a closely related legal vehicle, PRYSM CAPITAL FUND II-C, L.P., had already reported $200 million sold to a single investor in its September 2025 amendment. Both entities use the same Princeton office, the same senior Prysm team, Rule 506(b), private-equity classification and overlapping GP architecture. The public filings therefore show a Fund II program with materially different legal sleeves, but they do not establish that the two Form D amounts can simply be summed into one $298.025 million "Fund II close." The economic relationship between the main partnership and the II-C vehicle has to be understood from the governing documents rather than reconstructed from names alone.
THE FUND II-C VEHICLE IS THE MOST DISTINCTIVE STRUCTURAL CLUE
Fund II-C is not a minor sidecar. Its 2025 amendment reported exactly $200 million sold to one investor, compared with $20.1 million across three investors in the main Fund II at the same point in the fundraising cycle. Its control chain runs through Prysm Capital Partners II, LLC and Prysm Capital Partners II, L.P., the same core structure appearing in the main Fund II filing, and Jay Park, Muhammad Mian, Matt Roberts, Lauren Moffatt and Bernadette Mentor appear across the related filings. The concentration of $200 million in one investor strongly suggests that II-C serves a specialized institutional, customized or concentration-related purpose, but FilingDossier found no public primary document establishing whether "C" means co-investment, customized account, cornerstone sleeve or another investor class. That uncertainty matters because a one-investor $200 million vehicle can have materially different economics, governance rights, concentration limits or fee terms from a 27-investor commingled fund.
PRYSM'S MANAGER-LEVEL SCALE IS MUCH LARGER THAN EITHER FORM D
The legal fund filings sit inside a manager whose regulatory footprint expanded rapidly. Prysm Capital, L.P. is an SEC-registered investment adviser under CRD 304961 and SEC file 801-119979. Its March 30, 2026 Form ADV reports approximately $6.86 billion of regulatory assets under management across 21 client accounts, all managed on a discretionary basis. That is more than double the roughly $3.41 billion reported in its May 2025 ADV. Those figures should not be confused with Fund II capital: Prysm's adviser reporting includes multiple pooled vehicles, single-investment structures and affiliated funds. Public ADV-derived records show dozens of private vehicles, including Triangle Investment Opportunities, Cheetah Investment Holdings, Prysm Pine vehicles and other named SPVs. The manager's scale therefore comes from a broad architecture extending well beyond the flagship Fund I and Fund II partnerships.
THE FUND HISTORY AND PORTFOLIO SHOW A CLEAR GROWTH-EQUITY IDENTITY
Prysm publicly closed its inaugural Fund I at $305 million in March 2023, backed by public and corporate pension plans, university endowments, foundations and family offices. The firm says it was founded in 2019 by Jay Park, Muhammad Mian and Matt Roberts after the three had worked together at BlackRock for almost a decade. Its strategy centers on later-stage or growth companies with validated business models, strong management teams and a path toward sustainable profitability, primarily across technology and consumer sectors. The current portfolio provides unusually strong company-level evidence: publicly listed investments include Rivian, Replit, Fanatics, Clear Street, Island, FieldAI, Fireworks, HappyRobot, Electra, ALSO, Silicon Box, Pair Eyewear, Winners Alliance and others. In 2026 alone, Prysm publicly discussed investments in Sequen, ALSO and HappyRobot, illustrating that Fund II-era deployment is occurring during the same period its Form D subscriptions are increasing.
THE SALES-COMPENSATION SECTION ALSO DESERVES ATTENTION
Unlike many Form D funds in this research series that report no placement personnel, Prysm Fund II names William Blair & Company, L.L.C., CRD 1252, and OmniCap, LLC, CRD 137353, in its sales-compensation section. William Blair is authorized for solicitation across all states, while OmniCap is listed for Connecticut, New Jersey, New York and Texas. The Form D nevertheless reports estimated sales commissions and finder's fees of $0. That does not prove the placement firms receive no economics; it means the issuer reported no commission or finder-fee expense in those specific Form D fields. The precise engagement terms, retainers, success fees or other compensation arrangements would require the private placement documentation. Prysm's Fund I close previously disclosed a different placement agent, Acalyx Advisors, demonstrating that the firm has used external fundraising intermediaries across vintages.
FINAL ASSESSMENT
Prysm Capital Fund II is defined by a combination of structural and manager-level facts that make it substantially different from a generic growth fund. The main vehicle increased reported sales from $20.1 million to $98.025 million in one year; the related Fund II-C had already reported $200 million from one investor; Prysm's registered adviser reported approximately $6.86 billion of RAUM by March 2026; Fund I had previously closed at $305 million; and the firm now manages a broad network of flagship funds and single-investment vehicles while publicly deploying into high-profile technology, AI, consumer and deep-tech companies. The central diligence issue is not whether Prysm has a real operating platform — the SEC adviser registration, portfolio and fund history are extensive — but how Fund II and Fund II-C divide investors, assets, fees and portfolio exposure. Until those legal terms are available, the two Form D amounts should remain separate rather than being presented as one definitive Fund II fundraising total.
SEC SNAPSHOT
Issuer: PRYSM CAPITAL FUND II, L.P. CIK: 0002028969 SEC Form: Form D/A Accession No.: 0002028969-26-000003 File No.: 021-523693 Latest Filing Date: September 10, 2026 Year Organized: 2024 Jurisdiction: Delaware Principal Address: 300 Witherspoon Street, Suite 202, Princeton, NJ 08542 Telephone: 609-651-5125 Industry: Pooled Investment Fund Fund Classification: Private Equity Fund Investment Company Registered: No Investment Company Act Exclusions: Section 3(c)(1) and Section 3(c)(7) Offering Exemption: Rule 506(b) Security Types: Equity / Pooled Investment Fund Interests Offering Amount: Indefinite Amount Sold - September 2025: $20,100,000 Amount Sold - September 2026: $98,025,000 Incremental Increase: $77,925,000 Investors - September 2025: 3 Investors - September 2026: 27 Minimum Investment: $0 First Sale: August 11, 2025 Offering Duration Over One Year: No Sales Commissions Reported: $0 estimated Finder's Fees Reported: $0 estimated Placement Recipient: William Blair & Company, L.L.C. William Blair CRD: 1252 Placement Recipient: OmniCap, LLC OmniCap CRD: 137353 Signer: Jay Park
FUND II / FUND II-C STRUCTURE
Main Vehicle: PRYSM CAPITAL FUND II, L.P. Main Vehicle CIK: 0002028969 2026 Amount Sold: $98,025,000 2026 Investors: 27
Companion Vehicle: PRYSM CAPITAL FUND II-C, L.P. Companion Vehicle CIK: 0002035630 2025 Amount Sold: $200,000,000 2025 Investors: 1 First Sale: September 12, 2024
Common Princeton Address: YES Common Senior Management Team: YES Common Prysm Capital Partners II Architecture: YES Both Classified as Private Equity Funds: YES Both Rely on Rule 506(b): YES Both Use 3(c)(1) / 3(c)(7) Structure: YES II-C Proven to Be a Simple Parallel Fund: NOT CONFIRMED II-C Proven to Be a Co-Investment Vehicle: NO II-C Proven to Be a Customized Institutional Sleeve: NO Main Fund + II-C Amounts Automatically Additive: NO
MANAGER / ADVISER PENETRATION
Investment Adviser: Prysm Capital, L.P. CRD: 304961 SEC File No.: 801-119979 SEC Registration Effective: December 17, 2020 Latest Reviewed Form ADV: March 30, 2026 Regulatory AUM: Approximately $6.858 billion Client Accounts: 21 Discretionary AUM Percentage: 100% Principal Office: 300 Witherspoon Street, Suite 202, Princeton, NJ Official Website: prysmcapital.com
2025 Regulatory AUM: Approximately $3.413 billion 2026 Regulatory AUM: Approximately $6.858 billion Year-over-Year Increase: Approximately 101% Fund II Form D Amount Equal to Adviser AUM: NO Fund II-C Form D Amount Equal to Adviser AUM: NO
HISTORICAL FUND PENETRATION
Prysm Capital Fund I: Confirmed Fund I Final Close Announced: March 30, 2023 Fund I Commitments: $305 million Institutional LP Types: Public pensions; corporate pensions; university endowments; family offices; foundations Fund I Placement Agent: Acalyx Advisors Fund I Legal Counsel: Kirkland & Ellis
Firm Founded: 2019 Founders: Jay Park; Muhammad Mian; Matt Roberts Founders Previously Worked Together at BlackRock: YES Public Offices: Princeton; New York; San Francisco
PORTFOLIO / STRATEGY PENETRATION
Growth Equity Focus: YES Technology Focus: YES Consumer Focus: YES Healthcare Historically Included in Fund I Description: YES Validated Product-Market Fit Emphasis: YES Path to Profitability Emphasis: YES
Publicly Listed Portfolio Examples: Rivian Replit Fanatics Clear Street Island FieldAI Fireworks HappyRobot Electra ALSO Silicon Box Pair Eyewear Winners Alliance Alembic Cerebral Everly Health Qumulo Sokin Pet Circle
2026 Sequen Investment Publicly Discussed: YES 2026 ALSO Financing Publicly Discussed: YES 2026 HappyRobot Financing Publicly Discussed: YES
WEBSITE / ENTITY PENETRATION
Official Prysm Capital website confirmed: YES Legal Adviser Entity confirmed: Prysm Capital, L.P. SEC registration confirmed: YES CRD 304961 confirmed: YES SEC 801-119979 confirmed: YES Fund II linked to adviser in ADV-derived records: YES Fund II-C linked to adviser in ADV-derived records: YES Jay Park SEC relationship confirmed: YES Muhammad Mian SEC relationship confirmed: YES Matt Roberts SEC relationship confirmed: YES Lauren Moffatt SEC relationship confirmed: YES Bernadette Mentor SEC relationship confirmed: YES Jay Park official role: Co-Founder & Managing Partner Muhammad Mian official role: Co-Founder & Partner Matt Roberts official role: Co-Founder & Partner Bernadette Mentor official role: Principal, CFO & CCO
CORE INVESTOR QUESTIONS
What is the precise economic relationship between Fund II and Fund II-C Why did Fund II-C accept $200 million from only one investor What does the "C" designation mean legally and economically Does Fund II-C invest pari passu with Fund II Are management fees and carried interest identical across both vehicles Does the single Fund II-C investor receive preferential economics Are portfolio allocations made proportionally across the two vehicles Can investments be held only in Fund II-C or only in Fund II How are opportunities allocated between flagship funds and Prysm's many single-investment vehicles Which current portfolio companies are held by Fund II Which holdings are instead owned through Cheetah, Triangle, Pine or other Prysm vehicles How much of the $6.86 billion RAUM consists of flagship funds versus single-asset or co-investment structures What compensation arrangements apply to William Blair and OmniCap Why does Form D report $0 estimated sales commissions despite named placement recipients What are Fund II's management fee, carry and preferred-return terms What is Fund II's target fund size How much additional capital is expected before closing Who serves as Fund II auditor, administrator and custodian How are conflicts handled when multiple Prysm vehicles seek exposure to the same company
PRIMARY EVIDENCE REVIEWED
SEC Form D/A for PRYSM CAPITAL FUND II, L.P. filed September 10, 2026. SEC Form D/A for PRYSM CAPITAL FUND II, L.P. filed September 10, 2025. SEC Form D/A for PRYSM CAPITAL FUND II-C, L.P. filed September 10, 2025. SEC Form D records for Prysm Capital Fund I. Prysm Capital, L.P. Form ADV and adviser registration records. Prysm Capital official team page. Prysm Capital official portfolio. Prysm Capital official Fund I closing announcement. Prysm Capital official 2026 investment and portfolio announcements. SEC and public-company filings used to confirm Prysm vehicle investment-management relationships.
IMPORTANT FORM D NOTICE
The $98,025,000 reported for PRYSM CAPITAL FUND II, L.P. applies to that specific issuer. PRYSM CAPITAL FUND II-C, L.P.'s separately reported $200 million should not automatically be added to it or described as one $298.025 million Fund II close without documentation establishing how the two legal vehicles are aggregated. Likewise, Prysm Capital, L.P.'s approximately $6.86 billion of regulatory assets under management covers a much broader set of private funds and investment vehicles and is not the size of Fund II. SEC adviser registration, CRD records and Form D notices establish regulatory identities and disclosures; they do not constitute SEC approval, endorsement or verification of investment performance.