SEC filing record
Primary Source · SEC.gov

US Fund II, a series of New Stack Ventures, LP

Fund Vehicle2021 vintageRule 506(b), 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

$115K

Investors

20

Min Invest

$1,000

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What this filing shows

·

Every sentence is a value as filed on SEC Form D

US Fund II, a series of New Stack Ventures, LP is a Delaware limited partnership that filed a Form D with the SEC on August 12, 2021, describing itself as a venture capital fund. The offering claims Rule 506(b), Section 3(c)(1) and covers pooled investment fund interests. US Fund II, a series of New Stack Ventures, LP reported $114,809 sold from 20 investors of a $114,809 total offering as of the Form D filed August 12, 2021. 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 $1,000. The Form D names no recipient of sales compensation, which usually means the issuer or its affiliates are placing the securities directly. The issuer's address of record is 411 1st Ave S, Ste 505, Seattle, WA 98104.

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0001878184
Entity NameUS Fund II, a series of New Stack Ventures, LP
ExemptionRule 506(b), 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)(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 Address411 1st Ave S, Ste 505, Seattle, WA 98104
Phone(360) 340-9337
Industry / Fund TypePooled Investment Fund · Venture Capital Fund
Investment Company ActExcluded under Section 3(c)(1) (100 beneficial owners or fewer)
Securities TypePooled investment fund interests
First Sale DateAugust 5, 2021
Filing DateAugust 12, 2021
Accession Number0001878184-21-000002
Total Offering Amount$114,809
Total Amount Sold$114,809
Amount Remaining$0
Total Investors20
Non-Accredited InvestorsNone
Minimum Investment$1,000
Offering DurationOne year or less
Revenue RangeDecline to Disclose
State (Issuer Address)WA
Amendment CountOriginal filing only

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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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 New Stack Ventures family: 38 vehicles across 3 generations · full family and the filing behind each link in the terminal

Investor

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Related Persons (Form D)

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

Belltower Fund Group Ltd.

Director · Seattle, WA

Manager of the general partner of the Issuer

Fund GP, LLC

Director · Seattle, WA

General partner of the Issuer

Questions About US Fund II, a series of New Stack Ventures, LP

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

What is US Fund II, a series of New Stack Ventures, LP?

US Fund II, a series of New Stack Ventures, LP is a Delaware limited partnership that filed a Form D with the SEC on August 12, 2021 as a venture capital fund. The filing claims Rule 506(b), Section 3(c)(1) for an offering of pooled investment fund interests.

Is US Fund II, a series of New Stack Ventures, LP legit?

AltStreet does not rate legitimacy; it reports the public record. US Fund II, a series of New Stack Ventures, LP filed a Form D with the SEC on August 12, 2021 claiming Rule 506(b), 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 $114,809 sold to 20 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 US Fund II, a series of New Stack Ventures, 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 US Fund II, a series of New Stack Ventures, LP claimed Rule 506(b), 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 US Fund II, a series of New Stack Ventures, LP raised?

US Fund II, a series of New Stack Ventures, LP reported $114,809 sold from 20 investors of a $114,809 total offering as of the Form D filed August 12, 2021.

Who can invest in US Fund II, a series of New Stack Ventures, 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 $1,000.

What is the minimum investment in US Fund II, a series of New Stack Ventures, LP?

The Form D lists $1,000 as the minimum investment accepted from any outside investor as of August 12, 2021. Issuers can waive their own minimums, and the figure does not include fees.

Who is selling US Fund II, a series of New Stack Ventures, LP 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 US Fund II, a series of New Stack Ventures, LP?

The Form D lists 2 related persons: Belltower Fund Group Ltd., director (Manager of the general partner of the Issuer); Fund GP, LLC, director (General partner of the Issuer). Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is US Fund II, a series of New Stack Ventures, LP located?

The issuer's address on its SEC filings is 411 1st Ave S, Ste 505, Seattle, WA 98104. Its phone number of record is 3603409337. It is organized under the laws of Delaware.

How long is the US Fund II, a series of New Stack Ventures, 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, and no amendment is on record yet.

How large is US Fund II, a series of New Stack Ventures, 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.