SEC filing record
Primary Source · SEC.gov

Xiang He Fund III, L.P.

Fund Vehicle2022 vintageRule 506(b), Section 3(c), Section 3(c)(1), Section 3(c)(7)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

$45M

Investors

14

Min Invest

None stated

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What this filing shows

·

Every sentence is a value as filed on SEC Form D

Xiang He Fund III, L.P. is a Cayman Islands limited partnership that first filed a Form D on June 16, 2022 and most recently amended it on June 14, 2023, describing itself as a venture capital fund. The offering claims Rule 506(b), Section 3(c), Section 3(c)(1), Section 3(c)(7) and covers equity and pooled investment fund interests. Xiang He Fund III, L.P. reported $44,900,000 sold from 14 investors in an offering of indefinite size as of the Form D filed June 14, 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. The filing checks both Section 3(c)(1), which caps the fund at 100 beneficial owners, and Section 3(c)(7), which requires every investor to be a qualified purchaser, generally an individual with at least $5 million in investments. A fund normally relies on one or the other. The filing reports no non-accredited investors. The filing lists the minimum investment as $0, meaning no minimum was stated. The Form D names Lazard Freres & Co. LLC (CRD 2528), associated with None as the recipient of sales compensation soliciting in all states. The issuer's address of record is 3452 Cowper Court, Palo Alto, CA 94306.

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0001931424
Entity NameXiang He Fund III, L.P.
ExemptionRule 506(b), Section 3(c), Section 3(c)(1), 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)(1) of the Investment Company Act: the fund is excluded from investment-company registration because it has no more than 100 beneficial owners. 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 Partnership
Jurisdiction of OrganizationCayman Islands
Issuer Address3452 Cowper Court, Palo Alto, CA 94306
Phone(650) 666-7287
Industry / Fund TypePooled Investment Fund · Venture Capital Fund
Investment Company ActExcluded under Section 3(c)(1) (100 beneficial owners or fewer) and Section 3(c)(7) (qualified purchasers only) (both boxes checked on the filing)
Securities TypeEquity, Pooled investment fund interests
First Sale DateJune 17, 2022
Filing DateJune 14, 2023
Accession Number0001931424-23-000001
Total Offering AmountIndefinite
Total Amount Sold$44,900,000
Total Investors14
Non-Accredited InvestorsNone
Minimum Investment$0 (no stated minimum)
Offering DurationOne year or less
Revenue RangeDecline to Disclose
State (Issuer Address)E9
Amendment Count2 filings on record

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

Critical / warning

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0 watch · 0 info

Statements extracted

0

none on file

NAV prints

0

none on file

Offering chains

1

lapsed

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Fund family Part of the Xiang He Fund family: 3 vehicles across 3 generations · full family and the filing behind each link in the terminal

Investor

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  • 1 offering timeline: velocity, share raised, first-sale lag, stalled flags

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Adviser of Record (Form ADV)

Empower Harvest Management Services, INC.

CRD 284291 · exempt reporting adviser · lists this fund on Schedule D 7.B.(1) as a venture capital fund

Auditor named on Form ADV: Deloitte & Touche 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.

Tang Hesong

Director · Grand Cayman, E9

Director of the general partner of the Issuer

Liu Yang

Director · Grand Cayman, E9

Director 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.

Lazard Freres & Co. LLCCRD 2528 on BrokerCheck

Associated broker-dealer: None · New York, NY · Soliciting in all states and outside the United States

Questions About Xiang He Fund III, L.P.

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

What is Xiang He Fund III, L.P.?

Xiang He Fund III, L.P. is a Cayman Islands limited partnership that filed a Form D with the SEC on June 14, 2023 as a venture capital fund. The filing claims Rule 506(b), Section 3(c), Section 3(c)(1), Section 3(c)(7) for an offering of equity and pooled investment fund interests.

Is Xiang He Fund III, L.P. legit?

AltStreet does not rate legitimacy; it reports the public record. Xiang He Fund III, L.P. filed a Form D with the SEC on June 14, 2023 claiming Rule 506(b), Section 3(c), Section 3(c)(1), 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 $44,900,000 sold to 14 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 Xiang He Fund III, L.P. 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 Xiang He Fund III, L.P. claimed Rule 506(b), Section 3(c), Section 3(c)(1), 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 Xiang He Fund III, L.P. raised?

Xiang He Fund III, L.P. reported $44,900,000 sold from 14 investors in an offering of indefinite size as of the Form D filed June 14, 2023.

Who can invest in Xiang He Fund III, L.P.?

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. The filing checks both Section 3(c)(1), which caps the fund at 100 beneficial owners, and Section 3(c)(7), which requires every investor to be a qualified purchaser, generally an individual with at least $5 million in investments. A fund normally relies on one or the other. 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 Xiang He Fund III, L.P.?

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 Xiang He Fund III, L.P. and how are they paid?

The Form D names Lazard Freres & Co. LLC (CRD 2528), associated with None as the recipient of sales compensation soliciting in all states.

Who is behind Xiang He Fund III, L.P.?

The Form D lists 2 related persons: Tang Hesong, director (Director of the general partner of the Issuer); Liu Yang, director (Director 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 Xiang He Fund III, L.P. located?

The issuer's address on its SEC filings is 3452 Cowper Court, Palo Alto, CA 94306. Its phone number of record is 650-666-7287. It is organized under the laws of Cayman Islands.

How long is the Xiang He Fund III, L.P. 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; 1 amendment is on record for this CIK.

How large is Xiang He Fund III, L.P.?

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.