Moonfare Review 2026: Is It Legit? What SEC and FINRA Filings Show

What Moonfare is, according to its own filings

Moonfare describes itself as a digital platform for private equity. The filings split it into pieces, and it helps to keep them apart because each piece has a different regulator.

For European investors the same website describes a different arrangement. It says that within the European Union, Moonfare GmbH and its registered employees act as tied agents of Deutsche Haftungsdach (DHD) GmbH, and the Luxembourg feeders in the Form ADV name Luxembourg's financial regulator, written in the form as “Commission to Surveillance of the Finance Sector,” as their foreign regulator. Those are not US registrations and they do not give a US investor an SEC-registered adviser.

What is and is not registered with the SEC, and where we looked

Readers ask whether Moonfare is “SEC registered.” The answer depends on which Moonfare, so we list each record and where we checked.

Exempt does not mean disreputable. It means there is no Part 2A brochure that lays out the adviser's fees and conflicts. For a US investor that moves the weight onto two documents: the fund's own subscription documents and the broker-dealer's Form CRS.

The Form D trail: 36 funds and where the money is

EDGAR does not list Moonfare funds only under the Moonfare name. We searched company names for “moonfare” (19 funds plus the broker-dealer) and for “access feeder” and “access infrastructure” (17 funds). The Access funds are included because their Forms D name Moonfare GmbH as a related person and Access GP S.a r.l. as general partner, and Moonfare GmbH's Form ADV lists 14 of them among its 27 funds. We read the latest Form D or D/A of each.

Three things the census shows that a marketing page will not:

• The US vehicles are small. The 15 Delaware funds report $110,763,627 sold to 272 investor positions (our arithmetic). The bulk of the money, $515,380,505 and 1,862 positions, is in Luxembourg vehicles, whose investors are mostly outside the US according to Form ADV (most report 30% to 99% non-US owners).
• The newest US product is Moonfare Series Fund I LLC. Eight series have filed Forms D since January 2026 (A, B, C, D, F, H, K, O), reporting $59,852,500 sold to 66 investor positions. Series K alone reports $19,300,000 from 15 investors, and Series O reports $8,150,000 from 3. Five of the eight list Moonfare Securities USA LLC as a sales compensation recipient.
• Many totals are stale. 15 of the 36 funds have no Form D filing since before 2025, and the offering amount is “Indefinite” on all of them. Moonfare Global Portfolio LP's only Form D, signed June 22, 2022, says the first sale has yet to occur and reports $0 sold, while the Form ADV shows the fund with $15,482,415 of gross assets and 94 beneficial owners.

Moonfare's own site says the Co-Investment Fund II “amassed $83 million within 12 months.” The US feeder, Moonfare Co-Investment Fund II LP, reports $4,665,000 sold to 34 investors in its Form D signed December 17, 2025. Both can be right: the Form D covers the US vehicle, the press line covers the whole fund. It is a reminder that a single Form D total is one vehicle, not Moonfare.

The fee layers, from Moonfare's own pages

Moonfare does not file a Part 2A brochure, so there is no adviser fee schedule in the SEC database. What is public is what Moonfare says on its US site and what the broker-dealer says in its Form CRS. We saved both on October 17, 2026.

On a $100,000 commitment, the ranges above work out to $650 to $2,000 in the first year for a portfolio fund and $250 to $1,750 for a direct-fund access feeder, before the underlying manager's fees and carry (our arithmetic, assuming both fees are charged on the full amount; the site says only that fees “are based on your investment amount”).

The Form CRS is blunt about the incentive. It says the broker-dealer is paid an agreed-upon “percentage of the total amount of money that we raise for the issuer,” and that the structure “gives us an incentive to sell you more of the issuer's securities and at a higher price.” It also says that because the firm is affiliated with the Moonfare companies, “you will pay fees to one or more Moonfare Companies in relation to the Funds,” which gives it an incentive to encourage investment in them. The broker-dealer's statements show who pays it: all of its 2025 placement revenue, $64,067, came from related parties.

Who holds the money

Start with what is clear. Moonfare Securities USA says on BrokerCheck that it “does not hold or maintain funds or securities,” and its audited X-17A-5 filing says the same: “The Company does not hold customer funds or securities.” The broker-dealer is a salesperson, not a custodian.

The funds are the next question, and the filings are thinner there:

• Form ADV Schedule D has a custodian section for each fund. For all 27 funds it reads “No Information Filed.” The marketer section is also empty for all 27, although five Series Fund I Forms D name Moonfare Securities USA as a sales compensation recipient.
• Administrators: Fundcraft Management S.a r.l. (Luxembourg) for the 17 Luxembourg funds and Apex Fund Services (Canada) Ltd. for the 10 Delaware funds. For the 17 Luxembourg funds the ADV says capital account statements “are prepared by a specialized reporting provider and distributed by Moonfare GmbH to all investors.”
• Auditors: PwC (Luxembourg) for 17 funds, Kaufman Rossin & Co. for 9, PricewaterhouseCoopers LLP for Moonfare SPV 1 LP.
• Moonfare's FAQ says “capital calls, capital distributions and fees are all paid through the Moonfare investment vehicle,” and names Pandomus, Deloitte, Apex Service Partners and DocuSign as partners.

An empty custodian section is not evidence of a problem. A feeder that owns an interest in another partnership may have no securities for a custodian to hold, and the ADV does not say why the field is empty. But it means this filing cannot tell you where the cash sits between your wire and the target fund. That answer is in the subscription documents, and it is the first thing to ask for.

Minimums, eligibility and the lockup

Minimums. Of the 27 funds in the Form ADV, 19 report a $125,000 minimum, 5 report $75,000, 1 reports $25,000 (Moonfare Secondary Fund SCSp), 1 reports $500,000 (Series B) and 1 reports $0. The Form D minimum field can differ: Access Feeder A102 SCSp shows $125,000 in the ADV and $500,000 in its Form D, which can reflect different share classes or documents. The site's FAQ gives its minimums in euros: usually from EUR 50,000 for portfolio funds and EUR 100,000 for feeder funds, and EUR 25,000 for the Secondary Fund, “depending on where investors are located.”

Who can invest. The US disclaimer on Moonfare's site says that “any securities offering is private” and that a US investor must verify status as an accredited investor and, for certain products, as a qualified purchaser. The broker-dealer's Form CRS says it serves “primarily accredited investors and institutional customers.” One oddity: the FAQ at moonfare.com/us/faq lists nine eligibility regimes (Germany, the EU, the UK, Switzerland, Austria, Denmark, Singapore, Australia, Israel) and none of them is the United States. The 27 funds claiming Section 3(c)(7) are for qualified purchasers, a higher bar than accredited. Our qualified purchaser vs accredited investor guide explains the difference.

Lockup and capital calls. The FAQ gives a typical hold period of 10 years, an upfront capital call of 5 to 15 percent, and the rest drawn over the underlying fund's investment period, typically five to six years. Another page says upfront capital is “in most cases” 25 percent and that Moonfare “may call more than 25% upfront if needed by the underlying investment fund.” The site's own risk wording is that “those investors who cannot hold an investment for the long term (at least 10 years) should not invest.”

Getting out: the secondary market

Moonfare runs a secondary market through Moonfare GmbH. The mechanics are in the FAQ:

• Timing: a buyer or seller can register interest at any time, but “Moonfare will conduct a structured auction process on an annual basis.”
• Price: NAV is the reference. The buyer takes on the remaining capital commitments in full.
• Fee: the seller pays the higher of 5.0% of total exposure (net price plus unfunded commitment released) or EUR 5,000, and only if the sale completes. In Moonfare's second example, a EUR 500,000 commitment with EUR 125,000 contributed sells at 93% of NAV for EUR 139,500; total exposure is EUR 514,500 and the fee is EUR 25,725 (the site's figures).
• Rules: stakes sell in their entirety, the minimum transaction is EUR 100,000, and Moonfare “reserves the right to cancel or abort any auction” if the sale would not benefit its investors, platform or partners.
• The caveat on the portfolio-funds page is short: “Liquidity cannot be guaranteed. Subject to demand.”

A seller who is in the Luxembourg Secondary Fund or a Delaware series has not been promised a way out. Our private equity secondary market guide covers what selling early usually costs.

Taxes: the K-1 date to watch

The FAQ table of tax documents lists, for the United States, financial year 2025, an expected delivery of 14 AUG 26 and the deliverable “K-1 / K-1 Equivalent / PFIC.” When we fetched the page on October 17, 2026 the status still read “Not started.” That field may simply not have been updated, but it is the issuer's own statement on the date, and a late K-1 can push an individual return onto extension. It also says US tax reporting “is issued per feeder and not per investor.” Our K-1 vs 1099-DIV guide explains what to expect.

The broker-dealer's financial strength

Moonfare Securities USA LLC files an annual audit report with the SEC (Form X-17A-5). The one for 2025 was filed March 31, 2026, audited by Rubio CPA, PC, with no material weakness flagged on its cover data.

This is a small placement agent funded by its parent, not a balance sheet that stands behind your investment. That is normal for a broker-dealer that, in the filing's words, “primarily acts as a placement agent selling securities for affiliated entities,” and it matters less because it holds no customer money. It does mean the broker-dealer's regulatory record is clean but thin, and that it has no capacity to compensate an investor for a problem inside a fund.

What does not line up in the filings

None of the following is a finding of wrongdoing. They are places where two Moonfare documents say different things, and where a question to Moonfare is warranted.

• The ADV and EDGAR cover different funds. Ten funds with Forms D totalling $94,494,501 sold to 244 investor positions are not among the 27 funds in the Form ADV filed September 29, 2026: Series A, C, D, F, H, K and O of Moonfare Series Fund I LLC, and Access Feeders A96, A105 and A106.
• Series B: the ADV shows gross assets of $0 and 6 beneficial owners; its Form D, signed January 13, 2026, reports $5,000,000 sold to 6 investors.
• Moonfare SPV IV LP: the ADV says Delaware; its Form D says Luxembourg.
• Size claims: the website says EUR 4 billion of assets under management, 5,700+ investors and 144+ funds. The Form ADV lists 27 funds with $392,115,825 of gross assets. These measure different things and we cannot reconcile them from the filings.
• The broker-dealer's own statements: the notes say it earned “approximately $65,051” of placement agent fees, while the statement of operations shows $64,067; $65,051 is the net income figure.
• The Form CRS is dated January 2024, before the first of the 2026 Series Fund I offerings.

What we verified and what we could not

What a reader considering Moonfare can do with this

1. Ask for the exact entity name of the fund you would buy and look it up on EDGAR. Its Form D will show the first sale date, the amount sold, the investors counted and whether Moonfare Securities USA is the paid placement agent.
2. Ask who the custodian is and where the wire goes. The Form ADV does not say, and a Delaware series and a Luxembourg feeder may differ.
3. Get the all-in fee in writing: Moonfare's setup and yearly fee for your share class, the underlying manager's fee and carry, and fund expenses. Moonfare says its fees are shown on each fund page.
4. Read the capital call and default terms and plan for an upfront call of 5% to 25% and the rest over five to six years.
5. Ask about exit before you commit. The secondary market is an annual auction with a 5% seller fee and no promise of a buyer.
6. Ask for the K-1 date and whether the fund will issue an estimate if it is late.
7. Check BrokerCheck by CRD 325838 and the SEC adviser page by CRD 319285. The first is the registered entity; the second is the exempt adviser.

Moonfare's own site says an investor should not invest if they cannot hold for 10 years. A private equity feeder adds its own fees on top of the manager's, and an adviser can price the whole stack against your plan before you sign.

A matched adviser may or may not have access to Moonfare funds. If your question is the tax treatment of the K-1 or the terms of a Luxembourg partnership, a CPA or an attorney is the better person.

Comparing Moonfare with the other platforms that sell private funds? See iCapital vs CAIS vs Moonfare vs Yieldstreet: what the filings show, our iCapital review and our how to invest in private equity guide.

Frequently asked questions

Sources: SEC EDGAR company searches for “moonfare,” “access feeder” and “access infrastructure” and the latest Form D or D/A of each of 36 funds, with the Form X-17A-5 of Moonfare Securities USA LLC filed March 31, 2026 (accession 0001974317-26-000001, audited statements for 2025) and the prior filing 0001974317-25-000003 (fetched October 17, 2026); SEC Form ADV data file ia100226-exempt.zip (October 2, 2026) and Form ADV Part 1A of Moonfare GmbH (CRD 319285, filed September 29, 2026) from adviserinfo.sec.gov, with the IAPD firm API (October 17, 2026); FINRA BrokerCheck report and API for Moonfare Securities USA (CRD 325838); Form CRS of Moonfare Securities USA LLC (January 2024); Moonfare's US website pages moonfare.com/us, /us/faq, /us/disclaimers, /us/portfolio-funds, /us/direct-investments and /us/about-us (issuer statements, fetched October 17, 2026). All accession numbers and URLs are in the CSV. This is analysis of public documents, not investment, legal or tax advice.