SEC filing record
Primary Source · SEC.gov

Rallyday Partners Fund II 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

$195M

Investors

50

Min Invest

$75,000

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What this filing shows

·

Every sentence is a value as filed on SEC Form D

Rallyday Partners Fund II LP is a Delaware limited partnership that filed a Form D with the SEC on April 14, 2022, describing itself as a private equity fund. The offering claims Rule 506(b), Section 3(c)(1) and covers equity and pooled investment fund interests. Rallyday Partners Fund II LP reported $195,000,000 sold from 50 investors of a $195,000,000 total offering as of the Form D filed April 14, 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 $75,000. The Form D names Pacenote Capital LLC (CRD 305007), associated with None as the recipient of sales compensation soliciting in CA, CO, CT, IL, IN, MA, MD, MN, NC, NJ, NY, OH, TX, VA, WA. The issuer's address of record is 250 Fillmore Street, Suite 225, Denver, CO 80206.

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0001919169
Entity NameRallyday Partners Fund II 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 Address250 Fillmore Street, Suite 225, Denver, CO 80206
Phone(720) 923-1708
Industry / Fund TypePooled Investment Fund · Private Equity Fund
Investment Company ActExcluded under Section 3(c)(1) (100 beneficial owners or fewer)
Securities TypeEquity, Pooled investment fund interests
First Sale DateMarch 30, 2022
Filing DateApril 14, 2022
Accession Number0001567619-22-008506
Total Offering Amount$195,000,000
Total Amount Sold$195,000,000
Amount Remaining$0
Total Investors50
Non-Accredited InvestorsNone
Minimum Investment$75,000
Offering DurationOne year or less
Revenue RangeDecline to Disclose
State (Issuer Address)CO
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

0

none on file

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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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Fund family Part of the Rallyday Partners Fund family: 5 vehicles across 3 generations · adviser of record Rallyday Partners, LLC · full family and the filing behind each link in the terminal

Investor

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Adviser of Record (Form ADV)

Rallyday Partners, LLC

CRD 307309 · SEC-registered adviser · lists this fund on Schedule D 7.B.(1) as a private equity fund

Auditor named on Form ADV: Crowe 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.

Steven Ryan Heckman

Executive Officer, Director · Denver, CO

Manager of Rallyday Partners Fund II GP LLC, the General Partner of the Issuer

Nancy Ryan Phillips

Executive Officer, Director · Denver, CO

Manager of the General Partner of the Issuer

Mark Ryan Hopkins

Executive Officer, Director · Denver, CO

Manager of the General Partner of the Issuer

Travis Ryan Conway

Executive Officer, Director · Denver, CO

Manager of the General Partner of the Issuer

Placement Agents and Sales Compensation (Form D)

Who the issuer reported paying to sell the securities (Form D Item 12), with the FINRA registration number the filer gave. Source: SEC.gov.

Pacenote Capital LLCCRD 305007 on BrokerCheck

Associated broker-dealer: None · Austin, TX · Soliciting in CA, CO, CT, IL, IN, MA, MD, MN, NC, NJ, NY, OH, TX, VA, WA

Questions About Rallyday Partners Fund 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 Rallyday Partners Fund II LP?

Rallyday Partners Fund II LP is a Delaware limited partnership that filed a Form D with the SEC on April 14, 2022 as a private equity fund. The filing claims Rule 506(b), Section 3(c)(1) for an offering of equity and pooled investment fund interests.

Is Rallyday Partners Fund II LP legit?

AltStreet does not rate legitimacy; it reports the public record. Rallyday Partners Fund II LP filed a Form D with the SEC on April 14, 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 $195,000,000 sold to 50 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 Rallyday Partners Fund 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 Rallyday Partners Fund II 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 Rallyday Partners Fund II LP raised?

Rallyday Partners Fund II LP reported $195,000,000 sold from 50 investors of a $195,000,000 total offering as of the Form D filed April 14, 2022.

Who can invest in Rallyday Partners Fund 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 minimum investment accepted from an outside investor is $75,000.

What is the minimum investment in Rallyday Partners Fund II LP?

The Form D lists $75,000 as the minimum investment accepted from any outside investor as of April 14, 2022. Issuers can waive their own minimums, and the figure does not include fees.

Who is selling Rallyday Partners Fund II LP and how are they paid?

The Form D names Pacenote Capital LLC (CRD 305007), associated with None as the recipient of sales compensation soliciting in CA, CO, CT, IL, IN, MA, MD, MN, NC, NJ, NY, OH, TX, VA, WA.

Who is behind Rallyday Partners Fund II LP?

The Form D lists 4 related persons: Steven Ryan Heckman, executive officer, director (Manager of Rallyday Partners Fund II GP LLC, the General Partner of the Issuer); Nancy Ryan Phillips, executive officer, director (Manager of the General Partner of the Issuer); Mark Ryan Hopkins, executive officer, director (Manager of the General Partner of the Issuer); Travis Ryan Conway, executive officer, director (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 Rallyday Partners Fund II LP located?

The issuer's address on its SEC filings is 250 Fillmore Street, Suite 225, Denver, CO 80206. Its phone number of record is 7209231708. It is organized under the laws of Delaware.

How long is the Rallyday Partners Fund II 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 Rallyday Partners Fund 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.