Dark PoolEvent Thursday, May 28, 2026Analyzed

HII Shield AI-02 a Series of HII Shield AI-A LLC

Neutral

Summary

HII Shield AI-02, a series of HII Shield AI-A LLC, has raised $4.8M in a private placement under Regulation D, claiming exemptions 506(b) and 3C/3C.1, indicating a pooled investment fund structure not relying on the 40 Act. The offering, first sold on 2026-05-28, is open for more than one year and involves pooled investment fund interests. The sole related person is Executive Officer Christopher DeLap, and the issuer is a newly formed (2026) Delaware LLC based in New York. The filing does not disclose the number of investors, non-accredited participation, minimum investment, or use of proceeds, limiting transparency.

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Full Analysis

### Executive Summary HII Shield AI-02, a series of HII Shield AI-A LLC, has raised $4.8M in a private placement under Regulation D, claiming exemptions 506(b) and 3C/3C.1, indicating a pooled investment fund structure not relying on the 40 Act. The offering, first sold on 2026-05-28, is open for more than one year and involves pooled investment fund interests. The sole related person is Executive Officer Christopher DeLap, and the issuer is a newly formed (2026) Delaware LLC based in New York. The filing does not disclose the number of investors, non-accredited participation, minimum investment, or use of proceeds, limiting transparency. ### Investor Edge Watch for amendments (D/A filings) that may disclose the fund's investment strategy, total offering size, or use of proceeds. The lack of investor count and non-accredited details suggests the fund may be targeting a small group of accredited investors. Monitor Christopher DeLap's other filings or public profiles for clues on the fund's focus. ### Sector capital positioning This $4.8M raise into a pooled investment fund (other investment fund type) reflects continued capital formation in private fund vehicles, likely targeting a specific strategy or asset class. The modest size suggests a niche or early-stage fund, possibly focused on defense or AI given the 'Shield AI' name, but the filing does not confirm any sector focus. The use of 3C exemptions implies the fund is limiting investors to qualified purchasers or accredited investors, aligning with typical private fund structures. ### Convergence Signals No direct convergence signals are evident from the filing. The name 'Shield AI' hints at defense or artificial intelligence, but no patents, government contracts, or legislation are referenced. The New York address and Delaware incorporation are standard for fund vehicles. The absence of a ticker or public company affiliation limits cross-referencing. ### Key Takeaways - HII Shield AI-02 raised $4.8M in a Reg D private placement as a pooled investment fund. - Exemptions 506(b) and 3C/3C.1 indicate no general solicitation and a private fund structure. - The filing lacks investor count, minimum investment, and use of proceeds, reducing actionable intelligence. ### Risk Indicators & Flags The filing is a new notice (not an amendment), so no restated terms. The aggregate net asset value range is declined to disclose, and no investor details are provided, which is common but limits transparency. The fund's name suggests a thematic focus (Shield AI) but the industry group is 'Pooled Investment Fund' with no further sector detail, creating ambiguity. The offering duration exceeds one year, which may indicate a long fundraising period. ### Verification & References All data is directly from the SEC Form D filing (Accession Number 000213781426000001). The CIK 0002137814, issuer name, address, exemption items (06b, 3C, 3C.1), and related person details are verifiable on SEC EDGAR. The $4.8M raised and first sale date are from the filing. No external sources are used.