INDEPENDENT VERDICT
WL Growth Partners, LLC is a small but unusually easy-to-penetrate lower-middle-market investment vehicle because its SEC filing, sponsor address, management team and first visible operating-company acquisition all line up. The Delaware LLC was formed in 2025, reported its first sale on September 8, 2025 and filed an amendment on September 16, 2026 showing $5.6 million sold to 24 investors, up from $5.55 million in the original filing. It relies on Rule 506(b) and Section 3(c)(1), is classified as an Other Investment Fund within the Pooled Investment Fund category, and identifies Michael Kell and Sijun "Chester" Wang as managing members. The filing also names G.R. Sam Seraphim as co-trustee of a managing member. The most distinctive point is that WL Growth Partners appears to be the fund vehicle associated with Lake State Partners, a Birmingham, Michigan private-equity sponsor whose website explicitly focuses on founder- and management-led lower-middle-market businesses with roughly $2–10 million of EBITDA. That makes this case much more about a targeted acquisition strategy than about passive pooled investing.
THE FUND APPEARS TO BE THE CAPITAL VEHICLE BEHIND LAKE STATE PARTNERS
Lake State Partners' public website provides the strongest sponsor-level evidence. It uses the same 380 North Old Woodward Avenue, Suite 205 Birmingham address as WL Growth Partners and describes itself as a lower-middle-market private-equity firm focused on proven businesses, active operational partnership and long holding periods. Its investment criteria include founder- and management-led companies, $2–10 million of EBITDA, industry-agnostic underwriting and a willingness to hold investments as long as the business case supports ownership. Independent private-equity databases list WL Growth Partners as a Lake State Partners fund in market beginning in September 2025, directly connecting the issuer name to the sponsor platform. Michael Kell is listed publicly as Lake State's Managing Partner and Chester Wang as Partner, matching the same two individuals named by the SEC as managing members of WL Growth Partners.
THE PEOPLE BEHIND THE FUND BRING MORE INSTITUTIONAL EXPERIENCE THAN ITS $5.6M SIZE SUGGESTS
Michael Kell's official biography says he spent more than a decade at GCM Grosvenor, where he invested in direct private equity and mezzanine debt, sat on the investment committee of the California Impact SBIC Fund and worked on Michigan Growth Capital Partners, after earlier commercial-lending roles at JPMorgan, National City and RBS Citizens. The Lake State site says he began independently sponsoring transactions through Thornlea Capital after leaving GCM Grosvenor in 2022, before building those activities into Lake State Partners. Chester Wang is described as leading sourcing, diligence, structuring and post-close execution, with experience across industrials, manufacturing, construction and business services. That background is relevant because WL Growth Partners has only $5.6 million of cumulative Form D securities sold, but the sponsor team's experience comes from larger institutional and operating environments. Investors should still separate prior-employer track record from actual WL Growth Partners performance.
FENCECRETE PROVIDES A RARE DIRECT LINK BETWEEN FUNDRAISING AND AN OPERATING ACQUISITION
The most valuable transaction-level evidence is Fencecrete. Lake State Partners says it acquired Fencecrete in September 2025, the same month WL Growth Partners reported its first sale. Fencecrete is a precast concrete and masonry perimeter-wall business serving Houston, Austin, Dallas and San Antonio, and Lake State describes its post-acquisition work as focused on digitalization, leadership additions, ERP implementation and geographic expansion. Separate SEC filings for Fencecrete Holdings, LLC show another Delaware entity formed in 2025 with Michael Kell and Chester Wang in control roles, the same phone number as WL Growth Partners, and $8.85 million sold in its initial September 2025 offering, increasing to $8.9 million in the September 2026 amendment. That parallel filing is important: WL Growth Partners and Fencecrete Holdings are separate issuers, but the overlapping people, timing, sponsor and address trail strongly support the view that the fund and acquisition vehicle sit inside the same Lake State transaction architecture.
THE SEC FILING ITSELF FLAGS A BUSINESS-COMBINATION CONTEXT
WL Growth Partners checks "Yes" to the Form D question asking whether the offering is being made in connection with a business-combination transaction such as a merger, acquisition or exchange offer. That is a particularly important fact because most pooled private-fund filings in this batch check "No." The answer fits the sponsor's acquisition-focused business model and the timing of the Fencecrete transaction, although Form D does not explicitly state that every dollar of WL Growth Partners capital was used for Fencecrete. The 2025 filing reported $5.55 million sold; the 2026 amendment raised that figure only slightly to $5.6 million, an increase of $50,000, while investor count reached 24. The same amendment reports zero sales commissions, zero finder's fees and zero payments from proceeds to the related persons identified in Item 3. The pattern looks much more like a relatively compact acquisition-oriented pool than an open-ended institutional fund pursuing continual large-scale fundraising.
THE FUND AND PORTFOLIO-COMPANY NUMBERS MUST NOT BE COMBINED
WL Growth Partners reported $5.6 million sold, while Fencecrete Holdings separately reported $8.9 million sold. Those numbers should not be added and presented as a single "$14.5 million fund." They belong to separate issuers and may represent different layers of equity, acquisition financing or ownership structure. Likewise, Fencecrete Holdings' Form D does not automatically prove how much WL Growth Partners owns in the operating company. What the overlapping records do establish is a clear sponsor-level relationship: both vehicles were formed in 2025, share Michael Kell and Chester Wang, use the same sponsor ecosystem and became active around the time Lake State publicly says it acquired Fencecrete. For investors, this is exactly the type of structure where fund-level interests, acquisition-company securities, management equity and debt financing need to be reconciled through subscription documents and cap tables rather than inferred from Form D totals alone.
FINAL ASSESSMENT
WL Growth Partners has a more concrete operating story than its modest $5.6 million Form D size might suggest. The issuer is directly connected through address and personnel to Lake State Partners; Lake State publicly describes a clear lower-middle-market buyout strategy; Michael Kell and Chester Wang have traceable investment and operating backgrounds; and the acquisition of Fencecrete provides a real transaction that matches the sponsor's stated focus on founder-owned industrial and business-services companies. The strongest unresolved questions are structural and economic: what percentage of WL Growth Partners capital went into Fencecrete, whether the fund owns other businesses, how Fencecrete Holdings sits below or alongside the fund, what leverage was used in the acquisition, and what fees and carried interest apply at the fund level. The SEC filing verifies the exempt offering and acquisition-related context, but it does not disclose current NAV, audited returns or ownership percentages.
SEC SNAPSHOT WL Growth Partners, LLC | CIK 0002084848 | Form D/A | File No. 021-558287 | Accession 0002084848-26-000001 | Delaware LLC | Formed 2025 | Other Investment Fund | Rule 506(b) | Section 3(c)(1) | First Sale September 8, 2025 | Filed September 16, 2026 | $5,600,000 Sold | 24 Investors | Michael Kell / Chester Wang / G.R. Sam Seraphim
FUNDRAISING CHRONOLOGY September 22, 2025 — $5,550,000 sold September 16, 2026 — $5,600,000 sold Incremental increase — $50,000 Latest investors — 24 Offering duration — More than one year Business combination transaction — Yes Sales commissions — $0 Finders' fees — $0
WEBSITE / ENTITY PENETRATION Official sponsor domain: https://lakestatepartners.com/ Issuer CIK: 0002084848 Sponsor platform: Lake State Partners Sponsor / issuer address match: Confirmed Managing Member / Managing Partner match — Michael Kell: Confirmed Managing Member / Partner match — Chester Wang: Confirmed Fund listed publicly as managed by Lake State Partners: Confirmed Investment strategy publicly described: Yes Public portfolio identified: Yes Separate SEC-registered adviser CRD: Separate SEC adviser number: Fund-level audited performance publicly identified:
SPONSOR STRATEGY Lower middle market Target EBITDA: Approximately $2–10 million Founder- and management-led businesses Industry agnostic Operational improvement focus Long-term investment horizon Active ownership and add-on acquisition capability
PORTFOLIO / TRANSACTION EVIDENCE Fencecrete Acquired by Lake State Partners: September 2025 Business: Precast concrete and masonry perimeter-wall systems Markets: Houston, Austin, Dallas and San Antonio Separate acquisition-related issuer: Fencecrete Holdings, LLC Fencecrete Holdings CIK: 0002084847 Initial September 2025 securities sold: $8,850,000 September 2026 securities sold: $8,900,000 Michael Kell relationship: Confirmed Chester Wang relationship: Confirmed
Important distinction: WL Growth Partners' $5.6 million Form D amount and Fencecrete Holdings' $8.9 million Form D amount belong to separate issuers and should not be combined as one fund-size figure.
CORE INVESTOR QUESTIONS What percentage of WL Growth Partners is invested in Fencecrete Does WL Growth Partners own any additional portfolio companies What is the legal ownership relationship between WL Growth Partners and Fencecrete Holdings Why does WL Growth Partners check "Yes" for a business-combination transaction How much acquisition debt was used in the Fencecrete transaction What percentage of Fencecrete Holdings is owned by the fund, management and other co-investors What management fee and carried interest apply to WL Growth Partners What is current fund NAV relative to $5.6 million of cumulative securities sold Are future acquisitions expected to be funded through WL Growth Partners or separate deal vehicles How are follow-on acquisitions and add-ons financed What audited performance has the fund generated since September 2025 How are conflicts handled when Lake State sponsors transaction-specific vehicles alongside the fund
PRIMARY EVIDENCE REVIEWED SEC Form D/A — WL Growth Partners, LLC — September 16, 2026 SEC Form D — WL Growth Partners, LLC — September 22, 2025 SEC Form D/A — Fencecrete Holdings, LLC — September 16, 2026 SEC Form D — Fencecrete Holdings, LLC — September 22, 2025 Lake State Partners official website Lake State Partners official team biographies Lake State Partners official Fencecrete portfolio page Private Equity International profile linking WL Growth Partners to Lake State Partners
IMPORTANT FORM D NOTICE Form D is a notice filing for an exempt securities offering. It does not mean the SEC has approved WL Growth Partners, Lake State Partners, the Fencecrete acquisition, the fund's valuation or expected returns. Fund-level capital and securities issued by acquisition or portfolio-company vehicles are separate regulatory figures and should not be combined without supporting ownership and financing documents.