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Primary Source · SEC.gov

BITW Gaingels Fund II, a series of AngelList-GP-Funds-I, LP

Fund Vehicle2022 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

$230K

Investors

45

Min Invest

$1,000

What this filing shows

·

Every sentence is a value as filed on SEC Form D

BITW Gaingels Fund II, a series of AngelList-GP-Funds-I, LP is a Delaware limited partnership that filed a Form D with the SEC on March 4, 2022, describing itself as a venture capital fund. The offering claims Rule 506(b), Section 3(c)(1) and covers pooled investment fund interests. BITW Gaingels Fund II, a series of AngelList-GP-Funds-I, LP reported $230,000 sold from 45 investors of a $230,000 total offering as of the Form D filed March 4, 2022. 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 119 South Main Street, Suite 220, Seattle, WA 98104.

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0001915018
Entity NameBITW Gaingels Fund II, a series of AngelList-GP-Funds-I, 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 Address119 South Main Street, Suite 220, 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 DateFebruary 23, 2022
Filing DateMarch 4, 2022
Accession Number0001915018-22-000002
Total Offering Amount$230,000
Total Amount Sold$230,000
Amount Remaining$0
Total Investors45
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.

DMarch 4, 2022

Fund Family

Every vehicle in this manager's series as it appears on EDGAR, newest generation first. Sold-to-date and investor counts are each vehicle's latest Form D.

Fund family

AngelList GP Funds577 vehicles · 14 generations · since 2016 · $88.0M sold across the family

This issuer is in Fund II · Fund I has sold $58.3M to date across its vehicles

VehicleRoleFirst filedStatusSoldInvestors
Fund 43 · first filed 2017-07-05 · 1 vehicle · $295K sold · 89 investors
A-SMH-43-Fund, a series of AngelList-GP-Funds, LLCsleeve Fund2017-07-05closed$295K89
Fund XXXVII · first filed 2017-03-23 · 1 vehicle · $391K sold · 48 investors
A-PGY-37-Fund, a series of AngelList-GP-Funds, LLCsleeve Fund2017-03-23closed$391K48
Fund XXXVI · first filed 2017-06-01 · 2 vehicles · $641K sold · 57 investors
A-HTZ-36-Fund, a series of AngelList-GP-Funds, LLCsleeve Fund2017-06-01closed$603K43
A-AMN-36-Fund, a series of AngelList-GP-Funds, LLCsleeve Fund2018-07-03closed$38K14
Fund XXVIII · first filed 2016-12-15 · 1 vehicle · $1.0M sold · 59 investors
A-PCR-28-Fund, a series of AngelList-GP-Funds, LLCsleeve Fund2016-12-15closed$1.0M59
Fund XXVII · first filed 2017-03-02 · 1 vehicle · $133K sold · 32 investors
A-FNW-27-Fund, a series of AngelList-GP-Funds, LLCsleeve Fund2017-03-02closed$133K32
Fund XIX · first filed 2017-12-06 · 2 vehicles · $562K sold · 108 investors
A-IEJ-19-PR-Fund, a series of AngelList-GP-Funds-I, LPsleeve PR.Fund, i2018-07-02closed$435K59
A-IEJ-19-Fund, a series of AngelList-GP-Funds-I, LPsleeve Fund, i2017-12-06closed$127K49
Fund XVIII · first filed 2017-06-28 · 1 vehicle · $267K sold · 30 investors
A-ALY-18-Fund, a series of AngelList-GP-Funds, LLCsleeve Fund2017-06-28closed$267K30
Fund XV · first filed 2018-08-28 · 1 vehicle · $99K sold · 4 investors
A-AFU-15-Fund, a series of AngelList-GP-Funds, LLCsleeve Fund2018-08-28closed$99K4
Fund XIII · first filed 2017-06-15 · 1 vehicle · $147K sold · 41 investors
A-JFH-13-Fund, a series of AngelList-GP-Funds, LLCsleeve Fund2017-06-15closed$147K41
Fund XII · first filed 2018-01-04 · 1 vehicle · $27K sold · 12 investors
AngelList-Cign-12-Fund, a series of AngelList-GP-Funds, LLCsleeve Fund2018-01-04closed$27K12
Fund IV · first filed 2020-12-02 · 1 vehicle · $132K sold · 27 investors
ReinforcedV Fund IV, a series of AngelList-GP-Funds-I, LPi2020-12-02closed$132K27
Fund III · first filed 2020-08-18 · 6 vehicles · $2.6M sold · 503 investors
ALT Fund III, a series of AngelList-GP-Funds-I, LPi2021-04-26closed$1.4M245
AR Fund III, a series of AngelList-GP-Funds-I, LPi2021-05-10closed$497K82
AL Gaingels Fund III, a series of AngelList-GP-Funds-I, LPi2021-07-06closed$277K50
ReinforcedV Fund III, a series of AngelList-GP-Funds-I, LPi2020-08-18closed$247K61
MEA Gaingels Fund III, a series of AngelList-GP-Funds-I, LPi2021-10-28closed$162K42
ART Gaingels Fund III, a series of AngelList-GP-Funds-I, LPi2022-01-31closed$43K23
Fund II · first filed 2020-09-01 · 12 vehicles · $6.6M sold · 1,889 investors
BITW Gaingels Fund II, a series of AngelList-GP-Funds-I, LPthis issueri2022-03-04closed$230K45
TRI Gaingels Fund II, a series of AngelList-GP-Funds-I, LPi2021-09-28closed$672K191
ES Gaingels Fund II, a series of AngelList-GP-Funds-I, LPi2021-08-12closed$615K178
AK Fund II, a series of AngelList-GP-Funds-I, LPi2020-09-24closed$487K115
DN Gaingels Fund II, a series of AngelList-GP-Funds-I, LPi2021-12-30closed$422K109
FIR Gaingels Fund II, a series of AngelList-GP-Funds-I, LPi2021-07-23closed$357K126
MEA Gaingels Fund II, a series of AngelList-GP-Funds-I, LPi2021-08-05closed$335K57
VO Gaingels Fund II, a series of AngelList-GP-Funds-I, LPi2021-09-22closed$271K91
AL Fund II, a series of AngelList-GP-Funds-I, LPi2020-11-30closed$268K40
VI Fund II, a series of AngelList-GP-Funds-I, LPi2021-04-15closed$254K50
AM GaingelsFund II, a series of AngelList-GP-Funds-I, LPi2021-08-03closed$245K77
FA Gaingels Fund II, a series of AngelList-GP-Funds-I, LPi2021-09-01closed$243K58
Fund I · first filed 2019-07-08 · 0 vehicles · $58.3M sold · 15,155 investors
Unnumbered · first filed 2016-07-28 · 0 vehicles · $847K sold · 171 investors
363 more vehicles in this family are not listed here; the full series is in the terminal.

Grouped from Form D issuer names (generation, sleeve, jurisdiction and legal-form tokens removed); a name-only match, so abbreviated or renamed vehicles can be missed. Sold and investor figures are each vehicle's latest Form D; sleeves that report the same figure share one family-wide total and are counted once. Performance lines are what a public pension plan reports for its own interest in that fund, net, on the plan's cash flows and valuation date; they are not the general partner's figures.

In the Terminal

Filing events

0

none on file

Critical / warning

0 / 0

0 watch · 0 info

Statements extracted

0

none on file

NAV prints

0

none on file

Offering chains

1

closed

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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 BITW Gaingels Fund II, a series of AngelList-GP-Funds-I, LP

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

What is BITW Gaingels Fund II, a series of AngelList-GP-Funds-I, LP?

BITW Gaingels Fund II, a series of AngelList-GP-Funds-I, LP is a Delaware limited partnership that filed a Form D with the SEC on March 4, 2022 as a venture capital fund. The filing claims Rule 506(b), Section 3(c)(1) for an offering of pooled investment fund interests.

Is BITW Gaingels Fund II, a series of AngelList-GP-Funds-I, LP legit?

AltStreet does not rate legitimacy; it reports the public record. BITW Gaingels Fund II, a series of AngelList-GP-Funds-I, LP filed a Form D with the SEC on March 4, 2022 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 $230,000 sold to 45 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 BITW Gaingels Fund II, a series of AngelList-GP-Funds-I, 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 BITW Gaingels Fund II, a series of AngelList-GP-Funds-I, 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 BITW Gaingels Fund II, a series of AngelList-GP-Funds-I, LP raised?

BITW Gaingels Fund II, a series of AngelList-GP-Funds-I, LP reported $230,000 sold from 45 investors of a $230,000 total offering as of the Form D filed March 4, 2022.

Who can invest in BITW Gaingels Fund II, a series of AngelList-GP-Funds-I, 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 BITW Gaingels Fund II, a series of AngelList-GP-Funds-I, LP?

The Form D lists $1,000 as the minimum investment accepted from any outside investor as of March 4, 2022. Issuers can waive their own minimums, and the figure does not include fees.

Who is selling BITW Gaingels Fund II, a series of AngelList-GP-Funds-I, 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 BITW Gaingels Fund II, a series of AngelList-GP-Funds-I, 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 BITW Gaingels Fund II, a series of AngelList-GP-Funds-I, LP located?

The issuer's address on its SEC filings is 119 South Main Street, Suite 220, Seattle, WA 98104. Its phone number of record is 3603409337. It is organized under the laws of Delaware.

How long is the BITW Gaingels Fund II, a series of AngelList-GP-Funds-I, 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 BITW Gaingels Fund II, a series of AngelList-GP-Funds-I, 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.