SEC filing record
Primary Source · SEC.gov

Eagle - Inclusive Capital Partners Spring II Access Fund, L.P.

Feeder Fund2023 vintage506(b), 3(c)

Raised

$203M

Investors

159

Min Invest

None stated

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AltStreet Analysis

·

Generated from EDGAR primary sources

Eagle - Inclusive Capital Partners Spring II Access Fund, L.P. is a Delaware limited partnership feeder fund that has raised $203.1M from 159 investors under Rule 506(b) and Section 3(c) exemptions. Filed as an amendment by iCapital HF GP, LLC (promoter) and Joshua Lee (executive officer), this pooled investment vehicle provides access to an underlying institutional fund. Minimum investment was not disclosed on the filing.

This feeder fund structure is typical for alternative investment platforms seeking to aggregate smaller allocations into institutional-minimum funds. The 506(b) exemption restricts general solicitation and limits accredited investor verification requirements, common for feeder vehicles. An average commitment of approximately $1.28M per investor suggests retail accredited or lower-tier institutional access.

Data Flags

total_investors159 investors at $203.1M total raise yields an average commitment of ~$1.28M, indicating fragmented retail-accredited investor base rather than institutional concentration
promoteriCapital HF GP, LLC listed as promoter suggests this is an iCapital platform feeder fund providing access to the underlying Eagle/Inclusive Capital Partners vehicle

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0001876693
Entity NameEagle - Inclusive Capital Partners Spring II Access Fund, 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
Issuer AddressIcapital Hf Gp, LLC, 60 East 42nd Street, 26th Floor, New York, NY 10165
Phone(212) 994-7400
Industry / Fund TypePooled Investment Fund · Hedge Fund
Investment Company ActExcluded under Section 3(c)(7) (qualified purchasers only)
Securities TypeEquity, Pooled Investment Fund
First Sale Date—
Filing DateJune 14, 2023
Accession Number0000897069-23-000745
Total Offering AmountIndefinite
Total Amount Sold$203,141,723
Total Investors159
Non-Accredited InvestorsNone
Minimum Investment$0 (no stated minimum)
Offering DurationOne year or less
Net Asset Value RangeDecline to Disclose
State (Issuer Address)NY
Amendment Count1 amendments filed

Filings on Record

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

AltStreet Coverage

Original reporting from AltStreet's daily EDGAR monitoring covering iCapital and its filings.

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All AltStreet news

Capital Raise Timeline

2 Form D filings from Aug 11, 2021 to Jun 14, 2023, the latest a D/A.

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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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Offering chains

1

lapsed

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Fund family Part of the Eagle Inclusive Capital Partners Spring Access Fund family: 2 vehicles across 1 generation · adviser of record Icapital Advisors, LLC · full family and the filing behind each link in the terminal

Investor

  • The full fund family and any related vehicles (parallel, feeder, successor, sibling series) with the filing that shows each link
  • The dated record: 14 facts with source, effective date and capture date, viewable as AltStreet knew them on any past day
  • 1 offering timeline: velocity, share raised, first-sale lag, stalled flags

Pro

  • This issuer against its cohort: rank by velocity and share raised among offerings filed the same quarter
  • The same events, statements and NAV moves across every issuer, screenable, with unlimited watches and CSV

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Adviser of Record (Form ADV)

Icapital Advisors, LLC

CRD 177513 · SEC-registered adviser · lists this fund on Schedule D 7.B.(1) as a other private 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.

Item 3 changed on the Form D filed 2023-06-14: 1 related person added and 1 removed against the filing of 2021-08-11; 2 now listed. The names are in the Terminal feed.

-- iCapital HF GP, LLC

Promoter · New York, NY

Joshua Lee

Executive Officer · New York, NY

Questions About Eagle - Inclusive Capital Partners Spring II Access Fund, 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 Eagle - Inclusive Capital Partners Spring II Access Fund, L.P.?

Eagle - Inclusive Capital Partners Spring II Access Fund, L.P. is a Delaware limited partnership that filed a Form D with the SEC on June 14, 2023 as a hedge fund. The filing claims Rule 506(b), Section 3(c), Section 3(c)(7) for an offering of equity and pooled investment fund interests. AltStreet links the issuer to iCapital.

Is Eagle - Inclusive Capital Partners Spring II Access Fund, L.P. legit?

AltStreet does not rate legitimacy; it reports the public record. Eagle - Inclusive Capital Partners Spring II Access Fund, L.P. filed a Form D with the SEC on June 14, 2023 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 $203,141,723 sold to 159 investors. AltStreet's enforcement record (SEC, FINRA and state actions) shows no action naming the issuer as of today. The issuer is linked to iCapital, which AltStreet has reviewed. 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 Eagle - Inclusive Capital Partners Spring II Access Fund, 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 Eagle - Inclusive Capital Partners Spring II Access Fund, 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 Eagle - Inclusive Capital Partners Spring II Access Fund, L.P. raised?

Eagle - Inclusive Capital Partners Spring II Access Fund, L.P. reported $203,141,723 sold from 159 investors in an offering of indefinite size as of the Form D filed June 14, 2023.

Who can invest in Eagle - Inclusive Capital Partners Spring II Access Fund, 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 Eagle - Inclusive Capital Partners Spring II Access Fund, 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 Eagle - Inclusive Capital Partners Spring II Access Fund, L.P. and how are they paid?

The Form D names no recipient of sales compensation, which usually means the issuer or its affiliates are placing the securities directly.

Who is behind Eagle - Inclusive Capital Partners Spring II Access Fund, L.P.?

The Form D lists 2 related persons: iCapital HF GP, LLC, promoter (General Partner of the Issuer); Joshua Lee, executive officer (Authorized Signatory of the General Partner). Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is Eagle - Inclusive Capital Partners Spring II Access Fund, L.P. located?

The issuer's address on its SEC filings is Icapital Hf Gp, LLC, 60 East 42nd Street, 26th Floor, New York, NY 10165. Its phone number of record is (212) 994-7400. It is organized under the laws of Delaware.

How long is the Eagle - Inclusive Capital Partners Spring II Access Fund, 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 Eagle - Inclusive Capital Partners Spring II Access Fund, 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.