Between December 6, 2021 and January 28, 2025, Linqto Liquidshares LLC filed 1,231 Form D and Form D/A documents with the SEC. Grouped by SEC file number, which is the unit that identifies one offering rather than one document, they resolve to 546 offerings, reporting $486,124,079 sold across 22,222 investor positions. Each offering sold units in a vehicle holding an economic interest in the shares of one private company.
Item 14 of a Form D reports the number of investors who have already invested in that offering. Across all 1,231 filings, including every superseded amendment, the highest number that field ever contains is 99. The number 100 does not appear in it once.
This brief sets out that distribution, what Section 3(c)(1) actually requires, why an Item 14 count is not the same measurement as beneficial ownership, and a second pattern in the same filings: 157 offerings that added an Investment Company Act exclusion claim by amendment in the final five months of the business. For the platform itself, including its Chapter 11 status, its pricing disclosures and the criminal case against its founder, see AltStreet's Linqto review. For the five-step procedure this brief is one part of, see how to audit a pre-IPO SPV using SEC filings.
The distribution
Taking the latest filing for each of the 546 offerings, here is where the reported investor counts sit. The final column is the count divided by the width of the band, which is what makes the shape legible: it is the average number of offerings sitting on each possible value.
| Reported investors | Offerings | Share of book | Values in band | Offerings per value |
|---|---|---|---|---|
| 1 to 49 | 353 | 64.7% | 49 | 7.2 |
| 50 to 89 | 35 | 6.4% | 40 | 0.9 |
| 90 to 98 | 157 | 28.8% | 9 | 17.4 |
| Exactly 99 | 1 | 0.2% | 1 | 1.0 |
| 100 or more | 0 | 0.0% | unbounded | 0 |
Two features are worth separating. The first is the ceiling itself: zero offerings out of 546, and zero filings out of 1,231, report a hundredth investor. The second is the shape below it. The nine-value band from 90 to 98 holds 157 offerings, an average of 17.4 on each value. The forty-value band from 50 to 89 immediately beneath it holds 35, an average of 0.9. The denser band sits directly under the ceiling and is roughly 20 times as crowded per value as the sparse one below it.
The median offering reports 23 investors, so it is not the case that vehicles generally filled toward the top. Most stayed small. What the distribution shows is that among the offerings that did grow, there is a hole between 50 and 89 and a pile-up from 90 to 99.
What Section 3(c)(1) actually requires
A fund that would otherwise meet the definition of an investment company must register with the SEC unless an exclusion applies. Section 3(c)(1) of the Investment Company Act of 1940 provides one for an issuer whose outstanding securities are beneficially owned by not more than 100 persons and which is not making and does not propose to make a public offering. Section 3(c)(7) provides another with no equivalent owner cap, but requires every investor to be a qualified purchaser, a materially higher bar than accredited investor.
Three points follow, and each of them constrains what the distribution above can be used to argue.
- The threshold is not more than 100, not fewer than 100. A hundredth beneficial owner does not by itself defeat the exclusion. A structure that stops at 99 is therefore not the only compliant shape available, and stopping at 99 is not what the statute asks for.
- Beneficial ownership is measured at the issuer, not the offering. It asks who beneficially owns the issuer's outstanding securities. An offering is a sale event; an issuer can run more than one.
- There are look-through rules. In defined circumstances the owners of an entity that invests in the fund are counted individually rather than as one. No Form D field records any of that.
So the relationship between the number in Item 14 and the number that matters legally is loose in both directions. This is the single most important thing to hold onto when reading a distribution like the one above.
What this pattern is, and is not
It is: an unusually consistent ceiling that does not look like unconstrained investor demand alone, and a question worth putting to any operator running the same structure.
It is not: proof that the vehicles qualified for an Investment Company Act exclusion, proof that they were built to evade one, or a measurement of beneficial ownership. Item 14 counts investors in an offering. That is all it does.
A second pattern: 157 offerings that changed their claim
Item 6 of a Form D records which exemptions the issuer claims, including whether it relies on an Investment Company Act exclusion. Because a Form D/A restates the whole offering, comparing an offering's first filing with its last shows whether that claim changed.
Of the 546 offerings, 246 ultimately claim the Section 3(c)(1) exclusion. Only 89 claimed it on their opening Form D. The other 157 had it added by amendment, and the changes run in one direction only.
| Month filed | Offerings that added a 3(c)(1) claim | Offerings that removed one |
|---|---|---|
| August 2024 | 6 | 0 |
| October 2024 | 54 | 0 |
| December 2024 | 68 | 0 |
| January 2025 | 29 | 0 |
| Total | 157 | 0 |
Newly opened offerings moved at the same time. From August 2024 onward, every new offering claims the exclusion. Across April, May and June 2024, none of the 41 offerings opened did. Three hundred offerings, carrying $205,079,894 of reported sales, still claim no Investment Company Act exclusion at all.
The exclusion claim is not the only field that moved. The same 300/246 split appears elsewhere in the Form D, in the pooled-investment-fund classification and fund-type fields. All three moved together, which is consistent with a single change to how the filings were prepared rather than three independent edits.
Amending a Form D to add an omitted claim is not misconduct. It happens constantly and for good reasons. The observation here is narrower: a large block of the historical book changed its claimed exclusion inside five months, in one direction, with no reversals, at the end of the business. Whether anything follows from that is not something the filings answer.
How to reproduce this
Everything above comes from public filings and can be rebuilt from scratch. The method matters more than the result: it runs on any platform building a repeat series of Regulation D SPVs, and parts of it generalize to other private-market models. A matched marketplace leaves a different trail, because it need not create a vehicle per trade. Both sit inside pre-IPO and private company secondaries.
- Find the vehicle entity on EDGAR and list every Form D and Form D/A it has filed. For Linqto Liquidshares LLC, CIK 1841356, that is 1,231 documents.
- Group by SEC file number, not by accession. One file number is one offering; the amendments restate it. Getting this wrong inflates 546 offerings into 1,231 and every per-offering statistic with it.
- For each offering, take the latest filing for per-offering figures and the earliest for the opening date and the original claims.
- Plot Item 14 across the book, and compare Item 6 on the first filing against the last.
Plotting the distribution is what makes clustering visible. A book with no structural constraint shaping it has no particular reason to show a hole beneath a crowded band, so an uneven spread is worth an explanation rather than an assumption.
AltStreet Terminal
Patterns like this only help if you find them early.
AltStreet Terminal holds the filing record for every platform in its coverage, reconciled against EDGAR, and watches for exactly these shapes: investor counts clustering under a ceiling, a wave of amendments moving one direction, an exemption claim that changes, a filer that goes quiet. The point is to see the question while the platform is still open.
Related research
This brief is one finding. The full procedure it belongs to, covering which entity actually transacts, how embedded pricing differs from a fee schedule, and what filing recency does and does not tell you, is in how to audit a pre-IPO SPV using SEC filings. The platform itself, including its Chapter 11 status and regulatory record, is covered in the Linqto review, with the underlying counts on the Linqto platform data page. For the same instinct applied to a different structure, an operator's own financial condition rather than its offering book, see how to spot platform risk before you invest, which works through a Regulation Crowdfunding portal that closed in 2024.
Sources and scope
The filing analysis is AltStreet's own, computed from the primary documents and set out with its limits in the evidence section of the Linqto review. The underlying filings are public: Linqto Liquidshares LLC on EDGAR (CIK 1841356), also profiled at /edgar/1841356.
Scope and limits. Form D does not identify the underlying company, so nothing here describes how many distinct companies the 546 offerings covered. Item 6 records a claim by the issuer, not a determination by the SEC. Item 14 counts investors in an offering and is not a beneficial-ownership figure. No conclusion in this brief depends on the criminal case: an indictment was unsealed in the Southern District of New York on September 2, 2026 charging Linqto's founder, those charges are accusations, and he is presumed innocent unless and until proven guilty. AltStreet has no relationship with Linqto or any platform named here. This is research, not investment or legal advice.