SEC filing record
Primary Source · SEC.gov

YS DISLO TPQF II LLC

Fund Vehicle2022 vintage506(b), 3(c)

Raised

$10M

Investors

269

Min Invest

$15,000

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AltStreet Analysis

·

Generated from EDGAR primary sources

YS DISLO TPQF II LLC is a Delaware pooled investment fund vehicle filed by NA YieldStreet Management, LLC, raising $10.3M from 269 investors under Rule 506(b) and 3(c) exemptions. The offering has a $15K minimum investment and appears to be part of the Willow Wealth platform ecosystem, which operates 74 related EDGAR entities in the private credit space.

This private credit fund uses the 506(b) exemption with a $15K minimum, positioning it in the lower-mid tier of accredited investor accessibility. The 269-investor count is notable for a 3(c) vehicle, which typically accommodates up to 250 beneficial owners before triggering 3(c)(7) requirements, suggesting this may be approaching regulatory capacity or utilizing structural arrangements.

Data Flags

total_investors269 investors approaches or exceeds the typical 250-investor limit for Section 3(c)(1) funds, suggesting possible use of 3(c)(7) or aggregation structures
generalAverage investment of approximately $38K is relatively low given the pooled fund structure, indicating retail-oriented distribution despite accredited investor requirements
first_sale_dateFirst sale date not disclosed, making it impossible to assess filing timeliness or fundraising velocity

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0001949991
Entity NameYS DISLO 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 Ave, 15th Floor, New York, NY 10022
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 19, 2022
Accession Number0001949992-22-000003
Total Offering Amount$11,000,000
Total Amount Sold$10,348,000
Amount Remaining$652,000
Total Investors269
Non-Accredited InvestorsNone
Minimum Investment$15,000
Offering DurationOne year or less
Net Asset Value RangeDecline to Disclose
State (Issuer Address)NY
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

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Statements extracted

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none on file

NAV prints

0

none on file

Offering chains

1

lapsed

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Fund family Same adviser as Yieldstreet Alternative Income Fund Inc. · full family and the filing behind each link in the terminal

Investor

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  • The dated record: 10 facts with source, effective date and capture date, viewable as AltStreet knew them on any past day
  • 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

Milind Mehere

Executive Officer, Promoter · New York, NY

Michael Weisz

Executive Officer, Promoter · New York, NY

Questions About YS DISLO 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 DISLO TPQF II LLC?

YS DISLO TPQF II LLC is a Delaware limited liability company that filed a Form D with the SEC on October 19, 2022 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 DISLO TPQF II LLC legit?

AltStreet does not rate legitimacy; it reports the public record. YS DISLO TPQF II LLC filed a Form D with the SEC on October 19, 2022 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 $10,348,000 sold to 269 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 DISLO 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 DISLO 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 DISLO TPQF II LLC raised?

YS DISLO TPQF II LLC reported $10,348,000 sold from 269 investors of a $11,000,000 total offering as of the Form D filed October 19, 2022.

Who can invest in YS DISLO 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 minimum investment accepted from an outside investor is $15,000.

What is the minimum investment in YS DISLO TPQF II LLC?

The Form D lists $15,000 as the minimum investment accepted from any outside investor as of October 19, 2022. Issuers can waive their own minimums, and the figure does not include fees.

Who is selling YS DISLO 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.

Who is behind YS DISLO TPQF II LLC?

The Form D lists 3 related persons: YieldStreet Management, LLC, executive officer (YieldStreet Management, LLC is the Manager of the Issuer); Milind Mehere, executive officer, promoter (Chief Executive Officer of YieldStreet Management, LLC, the Manager of the Issuer); Michael Weisz, executive officer, promoter (President 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 DISLO TPQF II LLC located?

The issuer's address on its SEC filings is 300 Park Ave, 15th Floor, New York, NY 10022. Its phone number of record is 8449435378. It is organized under the laws of Delaware.

How long is the YS DISLO 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, and no amendment is on record yet.

How large is YS DISLO 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.