SEC filing record
Primary Source · SEC.gov

Top Tier Venture Capital VIII, L.P.

Fund Vehicle2017 vintageRule 506(b), Section 3(c), Section 3(c)(7)Filing record

Built from the SEC filing index the day the filing landed. The figures below are the issuer's own from Form D; AltStreet's analysis, sponsor link and data flags follow when the entity is enriched.

Raised

$379M

Investors

15

Min Invest

None stated

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What this filing shows

·

Every sentence is a value as filed on SEC Form D

Top Tier Venture Capital VIII, L.P. is a Delaware limited partnership organized in 2017 that first filed a Form D on April 21, 2017 and most recently amended it on October 12, 2018, describing itself as a other investment fund. The offering claims Rule 506(b), Section 3(c), Section 3(c)(7) and covers pooled investment fund interests. Top Tier Venture Capital VIII, L.P. reported $379,494,950 sold from 15 investors of a $379,494,950 total offering as of the Form D filed October 12, 2018. The filing states that the figure is combined across related vehicles, so it is not this entity's figure alone. The offering relies on Rule 506(b), which permits sales to accredited investors and to no more than 35 non-accredited investors who meet a sophistication standard, and prohibits general solicitation. Because the fund also relies on Section 3(c)(7), each investor must be a qualified purchaser, generally an individual with at least $5 million in investments. The filing reports no non-accredited investors. The filing lists the minimum investment as $0, meaning no minimum was stated. The Form D names TopCap Partners, Inc. (CRD 166881), associated with None; Five 9 Securities, LLC (CRD 114853), associated with None as recipients of sales compensation soliciting in CA, CT, DC, FL, GA, IL, MA, NJ, NY, OR, PA, TX. Sales commissions are reported as $0 and finders' fees as $145,000. Form D allows these to be estimates. The issuer's address of record is C/O Top Tier Capital Partners, 600 Montgomery Street, Suite 480, San Francisco, CA 94111.

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0001703377
Entity NameTop Tier Venture Capital VIII, L.P.
ExemptionRule 506(b), Section 3(c), Section 3(c)(7)
What the exemption meansRule 506(b) of Regulation D: securities may be sold to an unlimited number of accredited investors and up to 35 non-accredited investors who meet the rule's sophistication standard, without general solicitation or advertising. Section 3(c) of the Investment Company Act of 1940: the issuer is a pooled investment vehicle relying on an exclusion from registration as an investment company. Section 3(c)(7) of the Investment Company Act: the fund is excluded from investment-company registration because every investor is a qualified purchaser, generally an individual with at least $5 million in investments or an institution with at least $25 million.
Entity TypeLimited Partnership
Jurisdiction of OrganizationDelaware
Year Organized2017
Issuer AddressC/O Top Tier Capital Partners, 600 Montgomery Street, Suite 480, San Francisco, CA 94111
Phone(415) 835-7500
Industry / Fund TypePooled Investment Fund · Other Investment Fund
Investment Company ActExcluded under Section 3(c)(7) (qualified purchasers only)
Securities TypePooled investment fund interests
First Sale DateApril 6, 2017
Filing DateOctober 12, 2018
Accession Number0001703377-18-000001
Total Offering Amount$379,494,950
Total Amount Sold$379,494,950
Amount Remaining$0
Amount Sold NoteCombined figure across related vehicles: The amount above includes the General Partner's capital commitment.
Total Investors15
Non-Accredited InvestorsNone
Minimum Investment$0 (no stated minimum)
Offering DurationOne year or less
Sales Commissions$0 (to TopCap Partners, Inc. and 1 other)
Finders' Fees$145,000
Net Asset Value RangeDecline to Disclose
State (Issuer Address)CA
Amendment Count2 filings on record

Filings on Record

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In the Terminal

Filing events

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Statements extracted

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none on file

NAV prints

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none on file

Offering chains

1

closed

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Fund family Part of the Top Tier Venture Capital family: 9 vehicles across 5 generations · adviser of record Top Tier Capital Partners, LLC · full family and the filing behind each link in the terminal

Investor

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Adviser of Record (Form ADV)

Top Tier Capital Partners, LLC

CRD 144546 · SEC-registered adviser · lists this fund on Schedule D 7.B.(1) as a private equity fund

Auditor named on Form ADV: PricewaterhouseCoopers LLP · PCAOB-registered per the adviser

From the adviser's Form ADV as loaded from the SEC bulk data, joined on this issuer's Form D file number. Fund-level figures and the adviser's full fund roster are in the terminal.

Related Persons (Form D)

Executive officers, directors, and promoters listed on the SEC Form D filing. Source: SEC.gov.

Top Tier Venture Capital VIII Management, LLC

Promoter · San Francisco, CA

General Partner of Top Tier Venture Capital VIII, L.P.

Top Tier Capital Partners, LLC

Promoter · San Francisco, CA

"Manager to General Partner of Top Tier Venture Capital VIII, L.P. and BVK Venture 2017, L.P. (""Manager"")"

Lisa M. Edgar

Director · San Francisco, CA

Director of Manager

David A. York

Director · San Francisco, CA

Director of Manager

A. Top Tier Feeder Management, LLC

Promoter · San Francisco, CA

General Partner of BVK Venture 2017, L.P.

Jessica L. Archibald

Director · San Francisco, CA

Managing Director of Manager

Sean C. Warren

Director · San Francisco, CA

Managing Director of Manager

Garth A.L. Timoll, Sr.

Director · San Francisco, CA

Managing Director of Manager

Placement Agents and Sales Compensation (Form D)

Who the issuer reported paying to sell the securities (Form D Item 12), with the FINRA registration number the filer gave. Source: SEC.gov.

TopCap Partners, Inc.CRD 166881 on BrokerCheck

Associated broker-dealer: None · SOUTHAMPTON, NY · Soliciting in CA, CT, DC, FL, GA, IL, MA, NJ, NY, OR, PA, TX and outside the United States

Five 9 Securities, LLCCRD 114853 on BrokerCheck

Associated broker-dealer: None · New York, NY and outside the United States

Questions About Top Tier Venture Capital VIII, L.P.

Each answer is built from the values on the SEC filing and the AltStreet ledger, not from the issuer's marketing.

What is Top Tier Venture Capital VIII, L.P.?

Top Tier Venture Capital VIII, L.P. is a Delaware limited partnership organized in 2017 that filed a Form D with the SEC on October 12, 2018 as a other investment fund. The filing claims Rule 506(b), Section 3(c), Section 3(c)(7) for an offering of pooled investment fund interests.

Is Top Tier Venture Capital VIII, L.P. legit?

AltStreet does not rate legitimacy; it reports the public record. Top Tier Venture Capital VIII, L.P. filed a Form D with the SEC on October 12, 2018 claiming Rule 506(b), Section 3(c), Section 3(c)(7). A Form D is a notice of an exempt offering, not a review or approval of it. The newest notice reports $379,494,950 sold to 15 investors. AltStreet's enforcement record (SEC, FINRA and state actions) shows no action naming the issuer as of today. Before investing, confirm the filing on EDGAR, check the seller's registration on FINRA BrokerCheck, and read the offering documents, which a Form D does not include.

Is Top Tier Venture Capital VIII, L.P. registered with or approved by the SEC?

No. A Form D is a notice that an issuer is selling securities under an exemption from registration, and the SEC does not review, approve, or pass on the merits of the offering. The filing shows that Top Tier Venture Capital VIII, L.P. claimed Rule 506(b), Section 3(c), Section 3(c)(7) and disclosed the items the form requires, such as the amount sold, the minimum investment, related persons, and anyone paid to sell the securities. It does not verify the issuer's claims or its business.

How much has Top Tier Venture Capital VIII, L.P. raised?

Top Tier Venture Capital VIII, L.P. reported $379,494,950 sold from 15 investors of a $379,494,950 total offering as of the Form D filed October 12, 2018. The filing states that the figure is combined across related vehicles, so it is not this entity's figure alone.

Who can invest in Top Tier Venture Capital VIII, L.P.?

The offering relies on Rule 506(b), which permits sales to accredited investors and to no more than 35 non-accredited investors who meet a sophistication standard, and prohibits general solicitation. Because the fund also relies on Section 3(c)(7), each investor must be a qualified purchaser, generally an individual with at least $5 million in investments. The filing reports no non-accredited investors. The filing lists the minimum investment as $0, meaning no minimum was stated.

What is the minimum investment in Top Tier Venture Capital VIII, L.P.?

The Form D lists the minimum investment as $0, which means the issuer did not state a minimum on the form. The offering documents, not the Form D, set the actual subscription terms.

Who is selling Top Tier Venture Capital VIII, L.P. and how are they paid?

The Form D names TopCap Partners, Inc. (CRD 166881), associated with None; Five 9 Securities, LLC (CRD 114853), associated with None as recipients of sales compensation soliciting in CA, CT, DC, FL, GA, IL, MA, NJ, NY, OR, PA, TX. Sales commissions are reported as $0 and finders' fees as $145,000. Form D allows these to be estimates.

Who is behind Top Tier Venture Capital VIII, L.P.?

The Form D lists 8 related persons: Top Tier Venture Capital VIII Management, LLC, promoter (General Partner of Top Tier Venture Capital VIII, L.P); Top Tier Capital Partners, LLC, promoter ("Manager to General Partner of Top Tier Venture Capital VIII, L.P. and BVK Venture 2017, L.P. (""Manager"")"); Lisa M. Edgar, director (Director of Manager); David A. York, director (Director of Manager); A. Top Tier Feeder Management, LLC, promoter (General Partner of BVK Venture 2017, L.P); Jessica L. Archibald, director (Managing Director of Manager); Sean C. Warren, director (Managing Director of Manager); Garth A.L. Timoll, Sr., director (Managing Director of Manager). Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is Top Tier Venture Capital VIII, L.P. located?

The issuer's address on its SEC filings is C/O Top Tier Capital Partners, 600 Montgomery Street, Suite 480, San Francisco, CA 94111. Its phone number of record is (415) 835-7500. It is organized under the laws of Delaware.

How long is the Top Tier Venture Capital VIII, L.P. offering open?

The issuer indicated that the offering is not intended to last more than one year. An issuer must amend its Form D annually while a continuing offering stays open; 1 amendment is on record for this CIK.

How large is Top Tier Venture Capital VIII, L.P.?

The issuer declined to disclose its net asset value range on the Form D, which the form permits.

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Data Methodology

Capital raise figures, investor counts, and filing dates are sourced directly from SEC EDGAR Form D primary documents via the SEC EDGAR submissions API and full-text search index. EDGAR entity profiles and deal-level data are reviewed by AltStreet analysts with backgrounds in corporate finance and securities law — cross-referenced against offering circulars, audited financial statements, and primary regulatory filings before publication. Platform-provided information, where present, is clearly labeled and does not affect EDGAR data or AltStreet editorial coverage. Platforms may request factual corrections for demonstrable inaccuracies by contacting [email protected]. This page does not constitute investment advice.