INDEPENDENT VERDICT
Spartan Fund II is useful for understanding SecondMarket Growth because it exposes the platform's structure more clearly than a generic company profile would. The September 18, 2026 Form D reports a precisely sized $11,253,448 offering, all of which had already been sold to 46 investors following an August 3 first sale. The vehicle uses Rule 506(b), Section 3(c)(1), a $50,000 minimum and states that the offering will not continue for more than one year. Thomas Callahan is named as an executive officer, NPM Securities LLC appears as promoter, and SecondMarket Growth Management LLC is expressly described as "Manager of the Fund." Most importantly, the issuer is not simply "Spartan Fund II LLC"; it is legally a series of SecondMarket Growth LLC. That places it inside a repeatable fund-formation architecture already used for numerous separately named investment vehicles rather than a single conventional flagship fund.
THE DISTINCTIVE STORY IS THAT SECONDMARKET GROWTH LOOKS MORE LIKE A SERIES-FUND ENGINE THAN ONE INVESTMENT FUND
SEC records reveal a growing collection of separately incorporated series using the SecondMarket Growth name, including Robo Fund I, AI CNGL Fund III, DBR Fund I Dec 2025, WPX Fund vehicles, RVC AI vehicles and other deal-specific issuers. These entities can have different CIKs, investment-company exclusions, offering sizes, investor groups and outside sponsors while sharing SecondMarket Growth, SecondMarket Growth Management, Tom Callahan or related infrastructure. Some filings additionally name Sydecar LLC as administrator or manager and outside organizations such as Transistor Ventures as executive officers. Spartan Fund II is structurally different: its September filing is based at NPM's 3 East 28th Street New York office, lists SecondMarket Growth Management directly as fund manager and names NPM Securities as promoter. This means researchers should not aggregate every "Series of SecondMarket Growth LLC" Form D into one AUM figure. Each series is a distinct issuer whose underlying asset, investor class and economics must be verified individually.
THE NPM CONNECTION IS STRONG, BUT THE LEGAL ROLES SHOULD STILL BE KEPT SEPARATE
Nasdaq Private Market's current official disclosures state that NPM Securities LLC is a wholly owned subsidiary of Nasdaq Private Market LLC, FINRA/SIPC member and SEC-registered broker-dealer that operates an alternative trading system, facilitates primary and secondary transactions in private-company securities and acts as placement agent for interests in affiliated and unaffiliated private funds. NPM's website also markets SecondMarket as its private-company secondary trading solution and now allows accredited investors to access private-company shares directly or through "NPM Funds." Tom Callahan is NPM's Chief Executive Officer, while FINRA records place both Callahan and NPM Securities at the same 3 East 28th Street office used by Spartan Fund II. Those overlaps provide a strong operational connection between the latest SecondMarket Growth series and the NPM ecosystem. However, FilingDossier does not assume from branding alone that SecondMarket Growth LLC itself is legally owned by NPM unless corporate ownership documentation confirms that relationship.
THE $652,235 RELATED-PERSON DISCLOSURE IS MORE IMPORTANT THAN IT FIRST APPEARS
Spartan Fund II reports $0 sales commissions and $0 finder's fees, but Item 16 estimates $652,235 of gross proceeds may be used for payments to persons named as executive officers, directors or promoters. The clarification says managers or certain manager affiliates may receive payments from offering proceeds, including management fees. Relative to the $11,253,448 fully subscribed offering, that estimate equals approximately 5.8% of the offering amount. It should not be interpreted automatically as an upfront fee, because the Form D does not establish timing, duration or which portion has already been paid. But it is economically material and should be reconciled with the operating agreement, subscription documents and fee schedule. Investors should determine whether the amount represents multi-year management fees, organization expenses, affiliate compensation or a combination, and whether any additional carried interest or performance participation applies beyond the Form D figure.
THE BROADER NPM REGULATORY STRUCTURE ALSO SHOWS WHY "SECONDMARKET" CAN REFER TO DIFFERENT FUNCTIONS
NPM Securities and SecondMarket Financial are separate regulated entities. NPM Securities, CRD 168469 and SEC broker-dealer number 8-69312, performs brokerage, ATS, placement and settlement functions. SecondMarket Financial LLC is separately registered with the SEC as an investment adviser under CRD 333332 and SEC file 801-131656; NPM's own disclosures say it provides discretionary investment advice to private investment vehicles. This separation matters when reviewing Spartan Fund II. The Form D explicitly identifies SecondMarket Growth Management LLC as the fund's manager and NPM Securities as promoter, but does not explicitly identify SecondMarket Financial as the investment adviser. A researcher should therefore resist replacing the filing's actual legal roles with whichever "SecondMarket" entity is easiest to find online. Broker-dealer, adviser, fund manager, series issuer and platform owner can all be different legal entities within the same operating ecosystem.
FINAL ASSESSMENT
Spartan Fund II gives SecondMarket Growth a genuinely distinctive research story: a fully subscribed $11.253 million series fund with 46 investors, a $50,000 minimum, NPM Securities as promoter, SecondMarket Growth Management as manager and an estimated $652,235 of manager or affiliate payments. At the same time, dozens of differently named SecondMarket Growth series filings show that the broader structure functions as a repeatable private-market vehicle platform rather than a single pooled fund whose filings can be consolidated into one headline number. The key unresolved issue for Spartan Fund II is the actual underlying investment. The Form D verifies the capital formation and regulatory structure but does not identify the private company, portfolio security or transaction that investors ultimately own. That information should come from the operating agreement, PPM, investment memorandum and underlying asset documentation.
SEC SNAPSHOT
Issuer: Spartan Fund II, a Series of SecondMarket Growth, LLC CIK: 0002155960 SEC Form: Form D Accession No.: 0002155960-26-000001 File No.: 021-598121 Film No.: 261390390 Filing Date: September 18, 2026 Year Organized: 2026 Jurisdiction: Delaware Entity Type: Limited Liability Company Principal Address: 3 E 28th Street, 7th Floor, New York, NY 10016 Telephone: 646-968-7064 Industry: Pooled Investment Fund Fund Classification: Other Investment 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: $11,253,448 Amount Sold: $11,253,448 Remaining To Be Sold: $0 Offering Sold Percentage: 100% Investors: 46 Minimum Investment: $50,000 First Sale: August 3, 2026 Offering Duration Over One Year: No Sales Commissions: $0 Finder's Fees: $0 Estimated Related-Person Payments: $652,235 Estimated Related-Person Payments / Offering Amount: Approximately 5.8% Signer: Christopher M. Setaro Signer Title: Chief Compliance Officer
MANAGER / PROMOTER PENETRATION
Executive Officer: Thomas Callahan Fund Manager: SecondMarket Growth Management LLC Promoter: NPM Securities LLC NPM Securities CRD: 168469 NPM Securities SEC No.: 8-69312 NPM Securities FINRA Member: YES NPM Securities SIPC Member: YES NPM Securities Main Office: 3 East 28th Street, 7th Floor, New York Fund Address Matches NPM Securities Main Office: YES NPM Securities Wholly Owned by Nasdaq Private Market LLC: YES, according to NPM official disclosures Tom Callahan NPM Chief Executive Officer: YES Tom Callahan FINRA Registration Through NPM Securities: YES
SECONDMARKET / NPM REGULATORY LAYERS
Nasdaq Private Market LLC: Operating parent/platform NPM Securities LLC: Broker-dealer / ATS / placement and transaction services SecondMarket Financial LLC: SEC-registered investment adviser SecondMarket Financial CRD: 333332 SecondMarket Financial SEC File No.: 801-131656 SecondMarket Financial SEC Registration Effective: March 6, 2025 SecondMarket Growth LLC: Series vehicle platform appearing in SEC fund filings SecondMarket Growth Management LLC: Manager named in Spartan Fund II Form D All Five Names Represent One Legal Entity: NO
NPM Officially Describes SecondMarket as Private Secondary Marketplace: YES NPM Offers Private-Company Investments Through NPM Funds: YES NPM Securities May Place Interests in Affiliated and Unaffiliated Private Funds: YES SecondMarket Financial Provides Discretionary Advice to Private Funds: YES SecondMarket Financial Explicitly Named Adviser of Spartan Fund II Form D: NO
SERIES-FUND ARCHITECTURE
Spartan Fund II, a Series of SecondMarket Growth LLC: Confirmed AI CNGL Fund III, a Series of SecondMarket Growth LLC: Confirmed Robo Fund I, a Series of SecondMarket Growth LLC: Confirmed DBR Fund I Dec 2025, a Series of SecondMarket Growth LLC: Confirmed WPX Fund Series: Confirmed RVC AI Fund Series: Confirmed Additional Deal-Specific SecondMarket Growth Series: Confirmed
Separate CIKs Used for Individual Series: YES Offering Amounts Differ by Series: YES Investors Differ by Series: YES Investment Company Act Exclusions Can Differ by Series: YES Outside Administrators Such as Sydecar Appear in Some Series: YES External Sponsors / Executives Appear in Some Series: YES Every Series Proven to Hold the Same Portfolio: NO Amounts Across All Series Automatically Additive as SecondMarket Growth AUM: NO
SPARTAN FUND II ECONOMICS
Offering Amount: $11,253,448 Amount Sold: $11,253,448 Investors: 46 Simple Average Capital Per Investor: Approximately $244,640 Minimum Investment: $50,000 Estimated Related-Person Payments: $652,235 Approximate Ratio to Offering: 5.8% Clarification Mentions Management Fees: YES Entire $652,235 Proven Already Paid: NO Entire $652,235 Proven to Be One-Time Management Fee: NO Carried Interest Publicly Quantified in Form D: NO Underlying Asset Publicly Identified in Form D: NO
WEBSITE / ENTITY PENETRATION
Official NPM Website: nasdaqprivatemarket.com NPM Official SecondMarket Product Confirmed: YES NPM Funds Product Confirmed: YES NPM Securities Regulatory Status Confirmed: YES SecondMarket Financial SEC Adviser Status Confirmed: YES Tom Callahan NPM CEO Role Confirmed: YES Tom Callahan Spartan Fund II SEC Relationship Confirmed: YES SecondMarket Growth Management Manager Role Confirmed: YES NPM Securities Promoter Role Confirmed: YES SecondMarket Growth LLC Direct Ownership by NPM Independently Confirmed: NOT CONFIRMED Underlying Spartan Fund II Private Company Identified: NO Underlying Securities Identified: NO Dedicated Spartan Fund II Public Website Confirmed: NO Fund-Level Auditor Confirmed: NO Fund Administrator Explicitly Named in Spartan Filing: NO Custodian Confirmed: NO
CORE INVESTOR QUESTIONS
What underlying company or securities does Spartan Fund II own Is Spartan Fund II a single-company SPV or diversified fund Why was the offering set at exactly $11,253,448 What purchase price and share price underlie that amount Did investors purchase primary shares, secondary shares or fund interests referencing another vehicle What economic role does NPM Securities perform as promoter Does SecondMarket Financial provide investment advice to Spartan Fund II despite not being named in the Form D Who owns SecondMarket Growth Management LLC Who owns SecondMarket Growth LLC What portion of the estimated $652,235 represents management fees Over how many years is that amount expected to be paid Are organization, administration or platform expenses included Is carried interest charged in addition to the disclosed amount Does NPM Securities receive any placement or transaction economics not reflected as Form D commissions Who provides fund administration Who performs valuation Who holds the underlying private-company securities What transfer restrictions apply to investor interests What happens if the underlying company remains private longer than expected Can investors obtain liquidity through SecondMarket or another NPM secondary venue How are conflicts managed when NPM-affiliated entities may participate in sourcing, brokerage, management, advice and secondary liquidity
PRIMARY EVIDENCE REVIEWED
SEC Form D for Spartan Fund II, a Series of SecondMarket Growth, LLC filed September 18, 2026. SEC Form D records for AI CNGL Fund III, Robo Fund I, DBR Fund I, WPX and other SecondMarket Growth series. Nasdaq Private Market official Terms of Use identifying NPM Securities' broker-dealer, ATS and private-fund placement roles. Nasdaq Private Market official disclosures identifying SecondMarket Financial as an SEC-registered adviser providing discretionary advice to private funds. Nasdaq Private Market official accredited-investor / NPM Funds materials. Nasdaq Private Market official leadership biography for Tom Callahan. FINRA BrokerCheck report for NPM Securities LLC. SEC Form ADV for SecondMarket Financial LLC. SEC filings showing Sydecar and external managers or sponsors in other SecondMarket Growth series vehicles.
IMPORTANT FORM D NOTICE
Spartan Fund II's $11,253,448 Form D amount applies only to that specific series issuer. Other funds carrying the phrase "a Series of SecondMarket Growth LLC" have separate CIKs, offering sizes, investors and underlying structures and should not automatically be aggregated into one fund or one AUM figure. The approximately $652,235 Item 16 amount is an estimate of payments that may be made to named persons or affiliates and is not evidence that the full amount has already been paid. NPM Securities' FINRA registration, SecondMarket Financial's SEC adviser registration and Spartan Fund II's Form D establish regulatory identities and filings; they do not constitute SEC approval or endorsement of the underlying investment.