EquityZen Fund XI Series 1 Investor Count Rises to 51, Up 82% From February

EquityZen Growth Opportunity Fund XI LLC - Series 1 reported 51 investors in a Form D/A filed June 5, 2026, up from 28 investors in the February filing used by AltStreet as the prior comparison point.

The increase of 23 reported investors equals 82.1% over roughly four months. The vehicle originally reported 16 investors when its Form D was filed November 12, 2025, meaning the reported investor base has more than tripled since launch.

The chronology overlaps with Morgan Stanley's acquisition of EquityZen, which closed January 27, 2026. Form D provides no evidence, however, that Morgan Stanley distribution, adviser referrals or any other acquisition-related change caused the increase.

What changed in the filings

1. Reported investor count increased from 28 to 51 between the February and June comparison filings. That is a net increase of 23 investors, or 82.1%. Form D does not identify the investors or disclose the size of individual commitments.

2. The vehicle began raising before Morgan Stanley acquired EquityZen. Its initial Form D lists October 31, 2025 as the date of first sale and was filed November 12, 2025, more than two months before Morgan Stanley completed the acquisition.

3. Fund XI Series 1 uses Section 3(c)(1) of the Investment Company Act, while the parallel Fund XI Series 2 vehicle uses Section 3(c)(7). The exemptions create different investor-eligibility and beneficial-owner frameworks, so raw investor counts across the two vehicles should not be treated as directly comparable measures of demand.

The Series 1 filing history predates the ownership change

EquityZen Growth Opportunity Fund XI Series 1 filed its initial Form D on November 12, 2025 under accession 0002085513-25-000001. That filing reported a first sale date of October 31, $615,000 in total amount sold, 16 investors and a $10,000 minimum investment accepted from an outside investor.

A December 23 amendment increased the reported offering and amount-sold figures to $1.05 million. February filings subsequently reported $1.13 million sold. AltStreet's June signal is centered on the investor-count change to 51 and this article does not infer an additional June dollar increase where the detected comparison does not provide one.

The filing history is therefore better described as an offering that began under independent EquityZen ownership and continued through the transition to Morgan Stanley ownership, rather than as a fund launched by Morgan Stanley.

Series 1 and Series 2 use different Investment Company Act exclusions

Fund XI Series 1 claims the Section 3(c)(1) exclusion from registration under the Investment Company Act. Section 3(c)(1) generally limits a qualifying private fund to no more than 100 beneficial owners, subject to statutory rules and exceptions. That is distinct from the accredited-investor requirements associated with the Securities Act exemption used to sell the interests.

The parallel EquityZen Growth Opportunity Fund XI Series 2 instead claims Section 3(c)(7), which is structured around qualified purchasers rather than the 3(c)(1) beneficial-owner limit. Series 2 reported 143 investors and $6.20 million sold in its June 10 amendment.

The two structures appear designed to accommodate different eligibility groups within the same Fund XI vintage. Their investor counts therefore provide useful information about distribution across the parallel vehicles, but they should not be ranked as if the funds operate under identical eligibility constraints.

The Morgan Stanley acquisition is context, not an explanation

Morgan Stanley completed its acquisition of EquityZen on January 27, 2026. The bank said the transaction would integrate EquityZen into its broader private-markets ecosystem and improve its ability to connect private-company shareholders seeking liquidity with investors seeking private-market exposure.

The February and June Series 1 filings both fall after that closing date, but Form D does not identify Morgan Stanley Wealth Management clients, advisers or distribution channels among the fund's investors.

The acquisition and the increase in reported investors are therefore contemporaneous developments. The public record reviewed by AltStreet does not establish that one caused the other.

A sibling vehicle grew much faster

Fund XI Series 2, the parallel 3(c)(7) vehicle, reported a larger change over a similar period. Its June 10 Form D/A reported $6,198,847 sold to 143 investors, compared with $2,727,000 and 51 investors in February.

Series 2 also reduced its reported minimum investment from $20,000 in its November and December filings to $5,000 in February. Series 1 launched with a $10,000 minimum. These filing-level differences reinforce that the two vehicles are not simply duplicate entities with interchangeable economics or eligibility rules.

AltStreet has separately analyzed the Series 2 filing sequence. The Series 1 amendment is most useful as evidence that participation also increased in the 3(c)(1) side of the Fund XI structure.

What the filings do not show

Investor count is an issuer-reported Form D field. The filing does not disclose investor identities, individual commitment sizes, whether existing investors increased commitments, or the timing of particular subscriptions.

An increase in reported investor count is consistent with additional investors entering the offering, but Form D does not rule out administrative corrections or other reporting changes. AltStreet therefore treats the 28-to-51 movement as a filing-level change rather than a verified count of new cash subscriptions.

The filing does not disclose whether any of the investors were sourced through Morgan Stanley following its acquisition of EquityZen.

Section 3(c)(1) should not be described simply as a 100-accredited-investor rule. The Investment Company Act exclusion generally concerns beneficial ownership, while investor accreditation arises from the securities-offering exemption and related rules.

The filings provide no fund performance, portfolio-company valuations, realized returns, carried-interest calculations, NAV, expected exit timing or portfolio-level cash flows.

Frequently asked

How many investors does EquityZen Fund XI Series 1 report? The June 5, 2026 Form D/A reports 51 investors, compared with 28 in the February comparison filing and 16 in the initial November 2025 filing.

How much did investor count increase from February? Reported investor count increased by 23, or approximately 82.1%.

Did Morgan Stanley cause the increase? The filings do not establish that. Morgan Stanley completed its EquityZen acquisition on January 27, 2026, but Form D does not identify investor sourcing channels.

What is Section 3(c)(1)? It is an Investment Company Act exclusion commonly used by private funds and generally limits the vehicle to no more than 100 beneficial owners, subject to applicable rules and exceptions. It is separate from the accredited-investor requirements governing many Regulation D offerings.

How is Series 1 different from Series 2? Series 1 claims Section 3(c)(1), while Series 2 claims Section 3(c)(7), which uses the qualified-purchaser framework. Series 2 therefore can report more than 100 investors without conflicting with the 3(c)(1) beneficial-owner limitation.

Disclosures

This article summarizes SEC Form D filings and related public information. Form D is a notice of an exempt securities offering and is not an audited financial statement. The SEC does not necessarily review Form D information for accuracy or completeness.

Reported investor counts and amounts sold are cumulative issuer-reported figures. Changes between filings should not be interpreted as audited cash receipts, verified subscription dates or evidence of investor demand.

Morgan Stanley's acquisition of EquityZen and the Fund XI filing changes are presented as chronological context. No filing reviewed by AltStreet establishes a causal relationship between the acquisition and the reported increase in investors.

Nothing in this article constitutes investment advice or a recommendation regarding EquityZen, Morgan Stanley, Growth Opportunity Fund XI or any private-market investment.