--- title: "Equitybee Series Files Two Original Form Ds With Different Dates and Related-Person Disclosures" url: https://altstreet.investments/news/equitybee-22-84626-two-original-form-ds-2026-10-16 kind: news-article updated: 2026-10-20 description: "Equitybee 22-84626 filed two original Form Ds dated Oct. 16, 2026 with different dates and related persons; the $72,747 sold is unchanged." publisher: AltStreet (https://altstreet.investments) license: Public factual pages may be read, quoted and cited with attribution and a link. Bulk redistribution is not permitted. --- # Equitybee Series Files Two Original Form Ds With Different Dates and Related-Person Disclosures Both notices for Equitybee 22-84626 carry an October 16, 2026 filing date and report the same $72,747 from one investor, but they differ on four answers, including who is listed as a related person. By Michael E., Head of Research, AltStreet Research (https://altstreet.investments/authors/michael-e). Published October 20, 2026. Platform: Equitybee (https://altstreet.investments/platforms/reviews/equitybee). Entity: Equitybee 22-84626, a Series of Equitybee cFund Master LLC (CIK 2160479, https://altstreet.investments/edgar/2160479). Equitybee 22-84626, a Series of Equitybee cFund Master LLC (CIK 2160479), has two original Form D notices on EDGAR, both with a filing date of October 16, 2026. The second ([accession 0002160479-26-000002](https://www.sec.gov/Archives/edgar/data/2160479/000216047926000002/)) was submitted as a new notice, not as an amendment to the first ([accession 0002160479-26-000001](https://www.sec.gov/Archives/edgar/data/2160479/000216047926000001/)). The two report the same sale, $72,747 from one investor, and differ on four answers. ## What the filings show EDGAR accepted the first notice at 9:51 p.m. Eastern on October 15, after the 5:30 p.m. filing cutoff, so its official filing date is October 16; the second was accepted at 11:26 a.m. on October 16. The first was signed October 15 and the second October 16, both by Dennis Henderson as manager. Both notices report an indefinite offering amount, $72,747 sold to one investor, a $10,000 minimum and $1,774 of proceeds paid to related persons. Both rely on Rule 506(c) of Regulation D and claim the Section 3(c)(1) exclusion from the Investment Company Act. | Field | First notice (-000001) | Second notice (-000002) | | --- | --- | --- | | Related persons (Item 3) | Dennis Henderson (director) and Oren Barzilai (executive officer) | Oren Barzilai only | | Year of incorporation | 2024 | 2026 | | Date of first sale | September 29, 2026 | October 1, 2026 | | Offering expected to last more than one year | Yes | No | | Amount sold / investors | $72,747 / one | Unchanged | Source: the two Form D notices, accessions 0002160479-26-000001 and 0002160479-26-000002. ## Background Equitybee funds employees' stock option exercises at private companies through single-company series of Equitybee cFund Master LLC, each filing its own Form D. AltStreet's Equitybee review covers the structure. Regulation D distinguishes the two filing types. An original notice reports a new offering; an amendment updates a notice already filed, and [Rule 503(a)(3)](https://www.ecfr.gov/current/title-17/chapter-II/part-230/subject-group-ECFR6e651a4c86c0174/section-230.503) requires one to correct a material mistake of fact or error in a previous notice. ## The pattern in AltStreet's data In AltStreet's records, Dennis Henderson is listed as a related person on the Form Ds of 220 distinct issuers since 2019, 219 of them Equitybee series. Twelve other Equitybee series that filed since October 1, 2026 still list him. Those filings show only how he is listed on each notice; they do not establish any change, or absence of change, in his roles. ## Why it matters The two notices should be reconciled, not added together. Both report the same $72,747 from one investor, and nothing in the filings establishes a second investment, so a data system or reader that sums every original Form D for this issuer would double the series' reported sales. The differences read as corrections to the first notice, though that is an inference: the issuer has not explained them. Because the second was filed as an original notice rather than an amendment, both stand on the record, and a reader who pulls only the first sees the earlier dates and the longer related-person list. ## What the filings do not show Neither notice explains why the answers changed, whether the two describe one offering or two, which company's options the series funds, or the terms of the investment. ## Key facts - Equitybee 22-84626, a Series of Equitybee cFund Master LLC (CIK 2160479), has two original Form D notices on EDGAR, both with an October 16, 2026 filing date: accession 0002160479-26-000001 (accepted October 15 at 9:51 p.m. Eastern, after EDGAR's 5:30 p.m. cutoff) and accession 0002160479-26-000002 (accepted October 16 at 11:26 a.m.). - The second notice lists Oren Barzilai as the only related person; the first also listed Dennis Henderson, as a director. Henderson signs both notices as manager. - The second notice also changes the year of incorporation (2024 to 2026), the date of first sale (September 29 to October 1, 2026) and whether the offering is expected to last more than one year (yes to no). - Both report $72,747 sold to one investor, a $10,000 minimum, $1,774 of proceeds paid to related persons, Rule 506(c), and the Investment Company Act Section 3(c)(1) exclusion. ## Sources - Equitybee 22-84626 Form D, accepted October 15, 2026 (0002160479-26-000001): https://www.sec.gov/Archives/edgar/data/2160479/000216047926000001/ - Equitybee 22-84626 Form D, accepted October 16, 2026 (0002160479-26-000002): https://www.sec.gov/Archives/edgar/data/2160479/000216047926000002/ - 17 CFR 230.503, Filing of notice of sales: https://www.ecfr.gov/current/title-17/chapter-II/part-230/subject-group-ECFR6e651a4c86c0174/section-230.503 - Equitybee Review: https://altstreet.investments/platforms/reviews/equitybee ## SEC accession numbers - 0002160479-26-000001 - 0002160479-26-000002 --- Source page: https://altstreet.investments/news/equitybee-22-84626-two-original-form-ds-2026-10-16 Machine index: https://altstreet.investments/llms.txt AltStreet reads what platforms, funds and issuers file with the SEC and what they tell investors, and publishes the difference. Figures are as filed or as captured on the date stated; nothing here is investment advice.