SEC filing record
Primary Source · SEC.gov

Valley Forge Fund XII, LP

Fund Vehicle2018 vintageRule 506(b), Section 3(c), Section 3(c)(1)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

$26M

Investors

53

Min Invest

$250,000

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What this filing shows

·

Every sentence is a value as filed on SEC Form D

Valley Forge Fund XII, LP is a Delaware limited partnership that first filed a Form D on April 26, 2018 and most recently amended it on February 19, 2019, describing itself as a private equity fund. The offering claims Rule 506(b), Section 3(c), Section 3(c)(1) and covers equity and pooled investment fund interests. Valley Forge Fund XII, LP reported $25,600,000 sold from 53 investors of a $30,000,000 total offering as of the Form D filed February 19, 2019. 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)(1), it may have no more than 100 beneficial owners. The filing reports no non-accredited investors. The minimum investment accepted from an outside investor is $250,000. The Form D names SEAN MAHER (CRD 2762107), associated with M HOLDINGS SECURITIES, INC.; MICHAEL J MAHER, JR (CRD 2139398), associated with M HOLDINGS SECURITIES, INC.; BRETT KELLER (CRD 4558251), associated with M HOLDINGS SECURITIES, INC.; MICHAEL MALLICK (CRD 5713517), associated with M HOLDINGS SECURITIES, INC. and 4 others as recipients of sales compensation soliciting in CT, DE, FL, KY, MA, NH, NJ, NY, OH, PA. The issuer's address of record is 1030 Old Valley Forge Road, King of Prussia, PA 19406.

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0001736348
Entity NameValley Forge Fund XII, LP
ExemptionRule 506(b), Section 3(c), Section 3(c)(1)
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)(1) of the Investment Company Act: the fund is excluded from investment-company registration because it has no more than 100 beneficial owners.
Entity TypeLimited Partnership
Jurisdiction of OrganizationDelaware
Issuer Address1030 Old Valley Forge Road, King of Prussia, PA 19406
Phone(610) 783-6650
Industry / Fund TypePooled Investment Fund · Private Equity Fund
Investment Company ActExcluded under Section 3(c)(1) (100 beneficial owners or fewer)
Securities TypeEquity, Pooled investment fund interests
First Sale DateJune 2, 2017
Filing DateFebruary 19, 2019
Accession Number0001736348-19-000002
Total Offering Amount$30,000,000
Total Amount Sold$25,600,000
Amount Remaining$4,400,000
Total Investors53
Non-Accredited InvestorsNone
Minimum Investment$250,000
Offering DurationOne year or less
Revenue RangeDecline to Disclose
State (Issuer Address)PA
Amendment Count2 filings on record

Filings on Record

Every filing AltStreet's ledger holds for this CIK, newest first. Each opens the SEC archive folder.

In the Terminal

Filing events

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Statements extracted

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NAV prints

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none on file

Offering chains

1

lapsed

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Fund family Part of the Valley Forge Fund family: 4 vehicles across 4 generations · adviser of record Vfpe Advisors LLC · full family and the filing behind each link in the terminal

Investor

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  • 1 offering timeline: velocity, share raised, first-sale lag, stalled flags

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Adviser of Record (Form ADV)

Vfpe Advisors LLC

CRD 299829 · SEC-registered adviser · lists this fund on Schedule D 7.B.(1) as a private equity fund

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.

SEAN MAHER

Director · KING OF PRUSSIA, PA

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.

SEAN MAHERCRD 2762107 on BrokerCheck

Associated broker-dealer: M HOLDINGS SECURITIES, INC. (CRD 43285) · PORTLAND, OR · Soliciting in CT, DE, FL, KY, MA, NH, NJ, NY, OH, PA

MICHAEL J MAHER, JRCRD 2139398 on BrokerCheck

Associated broker-dealer: M HOLDINGS SECURITIES, INC. (CRD 43285) · PORTLAND, OR · Soliciting in MA, PA

BRETT KELLERCRD 4558251 on BrokerCheck

Associated broker-dealer: M HOLDINGS SECURITIES, INC. (CRD 43285) · PORTLAND, OR · Soliciting in PA

MICHAEL MALLICKCRD 5713517 on BrokerCheck

Associated broker-dealer: M HOLDINGS SECURITIES, INC. (CRD 43285) · PORTLAND, OR · Soliciting in CT, FL, NJ, PA

CHARLES KURTZCRD 2176959 on BrokerCheck

Associated broker-dealer: M HOLDINGS SECURITIES, INC. (CRD 43285) · PORTLAND, OR · Soliciting in CT, FL, NH, PA

KIERAN MCLAUGHLINCRD 6549224 on BrokerCheck

Associated broker-dealer: M HOLDINGS SECURITIES, INC. (CRD 43285) · PORTLAND, OR · Soliciting in DE, NJ, PA

RANDALL JUZWIAK, JR.CRD 6711830 on BrokerCheck

Associated broker-dealer: M HOLDINGS SECURITIES, INC. (CRD 43285) · PORTLAND, OR · Soliciting in CT, DE, FL, MA, NH, NJ, PA

RACHEL RIEDERCRD 6493008 on BrokerCheck

Associated broker-dealer: M HOLDINGS SECURITIES, INC. (CRD 43285) · PORTLAND, OR · Soliciting in PA

Questions About Valley Forge Fund XII, LP

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

What is Valley Forge Fund XII, LP?

Valley Forge Fund XII, LP is a Delaware limited partnership that filed a Form D with the SEC on February 19, 2019 as a private equity fund. The filing claims Rule 506(b), Section 3(c), Section 3(c)(1) for an offering of equity and pooled investment fund interests.

Is Valley Forge Fund XII, LP legit?

AltStreet does not rate legitimacy; it reports the public record. Valley Forge Fund XII, LP filed a Form D with the SEC on February 19, 2019 claiming Rule 506(b), Section 3(c), Section 3(c)(1). A Form D is a notice of an exempt offering, not a review or approval of it. The newest notice reports $25,600,000 sold to 53 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 Valley Forge Fund XII, LP 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 Valley Forge Fund XII, LP claimed Rule 506(b), Section 3(c), Section 3(c)(1) 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 Valley Forge Fund XII, LP raised?

Valley Forge Fund XII, LP reported $25,600,000 sold from 53 investors of a $30,000,000 total offering as of the Form D filed February 19, 2019.

Who can invest in Valley Forge Fund XII, LP?

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)(1), it may have no more than 100 beneficial owners. The filing reports no non-accredited investors. The minimum investment accepted from an outside investor is $250,000.

What is the minimum investment in Valley Forge Fund XII, LP?

The Form D lists $250,000 as the minimum investment accepted from any outside investor as of February 19, 2019. Issuers can waive their own minimums, and the figure does not include fees.

Who is selling Valley Forge Fund XII, LP and how are they paid?

The Form D names SEAN MAHER (CRD 2762107), associated with M HOLDINGS SECURITIES, INC.; MICHAEL J MAHER, JR (CRD 2139398), associated with M HOLDINGS SECURITIES, INC.; BRETT KELLER (CRD 4558251), associated with M HOLDINGS SECURITIES, INC.; MICHAEL MALLICK (CRD 5713517), associated with M HOLDINGS SECURITIES, INC. and 4 others as recipients of sales compensation soliciting in CT, DE, FL, KY, MA, NH, NJ, NY, OH, PA.

Who is behind Valley Forge Fund XII, LP?

The Form D lists 1 related person: SEAN MAHER, director. Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is Valley Forge Fund XII, LP located?

The issuer's address on its SEC filings is 1030 Old Valley Forge Road, King of Prussia, PA 19406. Its phone number of record is 6107836650. It is organized under the laws of Delaware.

How long is the Valley Forge Fund XII, LP 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 Valley Forge Fund XII, LP?

The issuer declined to disclose its revenue 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.