SEC filing record
Primary Source · SEC.gov

YS VC TPQF II LLC

Fund Vehicle2024 vintage506(b), 3(c)
Latest signalStalledForm D/A · 2024-10-224 events: 1 stalled, 1 sold increased, 1 investors increasedLast filing 2024-10-22

Raised

$4M

Investors

102

Min Invest

None stated

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AltStreet Analysis

·

Generated from EDGAR primary sources

YS VC TPQF II LLC is a Delaware pooled investment fund vehicle filed by YieldStreet Management, LLC (with executives Michael Weisz and Milind Mehere) that has raised $3.9M from 102 investors under Rule 506(b) and 3(c) exemptions. This amended filing shows no minimum investment requirement. The entity appears to be part of the Willow Wealth platform ecosystem, which operates 74 related EDGAR entities in the private credit category.

This private credit vehicle uses the standard 506(b) exemption for accredited investors with a 3(c) fund structure. The $0 minimum investment combined with 102 investors and a relatively modest $3.9M raise suggests a retail-accessible strategy with an average check size of approximately $38K, which is notably small for institutional private credit vehicles.

Data Flags

investor_count102 investors for $3.9M results in average investment of ~$38K, unusually small for private credit fund
first_sale_dateFirst sale date not disclosed despite amended filing status
generalAmendment filed but original filing details and incremental capital raised not specified

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0001912526
Entity NameYS VC TPQF II LLC
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 Liability Company
Jurisdiction of OrganizationDelaware
Issuer Address300 Park Avenue, 15th Floor, New York, NY 10020
Phone(844) 943-5378
Industry / Fund TypePooled Investment Fund · Other Investment Fund
Investment Company ActExcluded under Section 3(c)(7) (qualified purchasers only)
Securities TypePooled Investment Fund
First Sale Date—
Filing DateOctober 22, 2024
Accession Number0001911231-24-000002
Total Offering Amount$15,000,000
Total Amount Sold$3,946,000
Amount Remaining$11,054,000
Total Investors102
Non-Accredited InvestorsNone
Minimum Investment$0 (no stated minimum)
Offering DurationOne year or less
Sales Commissions$0
Finders' Fees$0
Net Asset Value RangeDecline to Disclose
State (Issuer Address)NY
Amendment Count2 amendments filed

Filings on Record

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

Capital Raise Timeline

3 Form D filings from Mar 2, 2022 to Oct 22, 2024, the latest a D/A.

Checking access…

In the Terminal

Filing events

4

latest Oct 22, 2024

Critical / warning

0 / 1

3 watch · 0 info

Statements extracted

0

none on file

NAV prints

0

none on file

Offering chains

1

lapsed

Latest event Stalled · Oct 22, 2024

SEC.gov
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Fund family Part of the YS VC TPQF family: 2 vehicles across 2 generations · 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: 32 facts with source, effective date and capture date, viewable as AltStreet knew them on any past day
  • 4 filing events with values and deltas, latest 2024-10-22, and alerts on the next one
  • 1 offering timeline: velocity, share raised, first-sale lag, stalled flags

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Adviser of Record (Form ADV)

Willow Wealth

CRD 282487 · SEC-registered adviser · lists this fund on Schedule D 7.B.(1) as a private equity fund

Auditor named on Form ADV: CohnReznick 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.

NA YieldStreet Management, LLC

Executive Officer · New York, NY

Michael Weisz

Executive Officer, Promoter · New York, NY

Milind Mehere

Executive Officer, Promoter · New York, NY

Questions About YS VC TPQF II LLC

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

What is YS VC TPQF II LLC?

YS VC TPQF II LLC is a Delaware limited liability company that filed a Form D with the SEC on October 22, 2024 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. AltStreet links the issuer to Willow Wealth.

Is YS VC TPQF II LLC legit?

AltStreet does not rate legitimacy; it reports the public record. YS VC TPQF II LLC filed a Form D with the SEC on October 22, 2024 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 $3,946,000 sold to 102 investors. AltStreet's enforcement record (SEC, FINRA and state actions) shows no action naming the issuer as of today. The issuer is linked to Willow Wealth, 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 YS VC TPQF II LLC 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 YS VC TPQF II LLC 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 YS VC TPQF II LLC raised?

YS VC TPQF II LLC reported $3,946,000 sold from 102 investors of a $15,000,000 total offering as of the Form D filed October 22, 2024.

Who can invest in YS VC TPQF II LLC?

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 YS VC TPQF II LLC?

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 YS VC TPQF II LLC 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. Sales commissions are reported as $0 and finders' fees as $0. Form D allows these to be estimates.

Who is behind YS VC TPQF II LLC?

The Form D lists 3 related persons: YieldStreet Management, LLC, executive officer (YieldStreet Management, LLC is the Manager of the Issuer); Michael Weisz, executive officer, promoter (President of YieldStreet Management, LLC, the Manager of the Issuer); Milind Mehere, executive officer, promoter (Chief Executive Officer of YieldStreet Management, LLC, the Manager of the Issuer). Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is YS VC TPQF II LLC located?

The issuer's address on its SEC filings is 300 Park Avenue, 15th Floor, New York, NY 10020. Its phone number of record is 8449435378. It is organized under the laws of Delaware.

How long is the YS VC TPQF II LLC 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; 2 amendments are on record for this CIK.

How large is YS VC TPQF II LLC?

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.