Zero Prime Ventures II, LP
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
$28M
Investors
52
Min Invest
None stated
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What this filing shows
·Every sentence is a value as filed on SEC Form D
Zero Prime Ventures II, LP is a Delaware limited partnership that first filed a Form D on May 3, 2022 and most recently amended it on August 23, 2023, describing itself as a venture capital fund. The offering claims Rule 506(b), Section 3(c), Section 3(c)(1) and covers pooled investment fund interests. Zero Prime Ventures II, LP reported $28,000,000 sold from 52 investors of a $45,000,000 total offering as of the Form D filed August 23, 2023. 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 filing lists the minimum investment as $0, meaning no minimum was stated. 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 C/O Zero Prime Ventures Gp Ii, LP, 3525 N Lake Creek Drive, Unit D, Wilson, WY 83014.
Critical Disclosures
What the filings and the regulators have said about this entity that a reader should know first. Each line links to its source. The history, the same event across other issuers, and alerts are in the terminal.
Reporting lapsed · Form D · last filing August 23, 2023
Offering declared to continue beyond a year; annual amendment 13+ months overdue An issuer that stops filing is the case the going-concern flag cannot catch: the report that would have carried it was never filed.
EDGAR Filing Data
Form D — Primary Source
View on SEC.govFilings on Record
Every filing AltStreet's ledger holds for this CIK, newest first. Each opens the SEC archive folder.
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
dark
Fund family Part of the Zero Prime Ventures family: 8 vehicles across 3 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
- 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
Counts and dates above are the free record. The values, the series and the comparisons are the seat. Loading your view…
Adviser of Record (Form ADV)
CRD 307053 · exempt reporting adviser · lists this fund on Schedule D 7.B.(1) as a venture capital fund
Auditor named on Form ADV: Weaver And Tidwell, L.L.P. · 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 2023-08-23: 1 related person added and 1 removed against the filing of 2022-05-03; 3 now listed. The names are in the Terminal feed.
Zero Prime Ventures GP II, LP
Promoter · Wilson, WY
General Partner of the Issuer.
Soderling Capital LLC
Promoter · Wilson, WY
Management Company of the Issuer.
Peter Soderling
Executive Officer · Wilson, WY
Manager of the General Partner of the Issuer.
Questions About Zero Prime Ventures II, LP
Each answer is built from the values on the SEC filing and the AltStreet ledger, not from the issuer's marketing.
What is Zero Prime Ventures II, LP?
Zero Prime Ventures II, LP is a Delaware limited partnership that filed a Form D with the SEC on August 23, 2023 as a venture capital fund. The filing claims Rule 506(b), Section 3(c), Section 3(c)(1) for an offering of pooled investment fund interests.
Is Zero Prime Ventures II, LP legit?
AltStreet does not rate legitimacy; it reports the public record. Zero Prime Ventures II, LP filed a Form D with the SEC on August 23, 2023 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 $28,000,000 sold to 52 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 Zero Prime Ventures II, 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 Zero Prime Ventures II, 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 Zero Prime Ventures II, LP raised?
Zero Prime Ventures II, LP reported $28,000,000 sold from 52 investors of a $45,000,000 total offering as of the Form D filed August 23, 2023.
Who can invest in Zero Prime Ventures II, 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 filing lists the minimum investment as $0, meaning no minimum was stated.
What is the minimum investment in Zero Prime Ventures II, LP?
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 Zero Prime Ventures II, 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 Zero Prime Ventures II, LP?
The Form D lists 3 related persons: Zero Prime Ventures GP II, LP, promoter (General Partner of the Issuer); Soderling Capital LLC, promoter (Management Company of the Issuer); Peter Soderling, executive officer (Manager of the General Partner of the Issuer). Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.
Where is Zero Prime Ventures II, LP located?
The issuer's address on its SEC filings is C/O Zero Prime Ventures Gp Ii, LP, 3525 N Lake Creek Drive, Unit D, Wilson, WY 83014. Its phone number of record is (917) 660-7072. It is organized under the laws of Delaware.
How long is the Zero Prime Ventures II, LP offering open?
The issuer indicated that the offering is 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 Zero Prime Ventures II, 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.