SEC filing record
Primary Source · SEC.gov

Series Fund D, a series of UM Pre-IPO Portfolio Fund II LLC

Fund Vehicle2023 vintage506(c)

Raised

$25K

Investors

1

Min Invest

$50,000

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AltStreet Analysis

·

Generated from EDGAR primary sources

Series Fund D is a pooled investment fund structured as a series of UM Pre-IPO Portfolio Fund II LLC, filed August 17, 2023, raising $25K from 1 investor under Rule 506(c). The fund carries a $50K minimum investment and is part of the UpMarket platform, which operates approximately 30 pre-IPO investment vehicles. Delaware-domiciled with Hui Chen listed as director.

This pre-IPO pooled fund uses the 506(c) general solicitation exemption, typical for retail-accessible platforms seeking accredited investors through public marketing. The $50K minimum investment is consistent with mid-tier retail pre-IPO access platforms, substantially lower than institutional thresholds but positioned above micro-ticket SPVs.

Data Flags

total_amount_soldSingle investor committed $25K against a $50K stated minimum investment, indicating either a partial close or a special accommodation below the advertised threshold
first_sale_dateFirst sale date not disclosed on original filing with active capital raise, limiting ability to assess sales velocity and regulatory timing compliance

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0001990061
Entity NameSeries Fund D, a series of UM Pre-IPO Portfolio Fund II LLC
ExemptionRule 506(c)
What the exemption meansRule 506(c) of Regulation D: the issuer may advertise the offering publicly, but every purchaser must be a verified accredited investor.
Entity TypeLimited Liability Company
Jurisdiction of OrganizationDelaware
Issuer Address1250 Broadway, Suite #3610, New York, NY 10001
Phone(516) 281-4242
Industry / Fund TypeOther
Securities TypePooled Investment Fund
First Sale Date—
Filing DateAugust 17, 2023
Accession Number0001990061-23-000001
Total Offering AmountIndefinite
Total Amount Sold$25,000
Total Investors1
Non-Accredited InvestorsNone
Minimum Investment$50,000
Offering DurationOne year or less
Revenue RangeNot Applicable
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

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

lapsed

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Fund family Part of the UM Pre IPO Portfolio Fund family: 20 vehicles across 2 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
  • The dated record: 7 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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Related Persons (Form D)

Executive officers, directors, and promoters listed on the SEC Form D filing. Source: SEC.gov.

Hui Chen

Director · New York, NY

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.

Upmarket Securities LLC

Campbell, CA · Soliciting in AR, CA, CO, CT, DC, FL, GA, IL, MA, MD, ME, MI, MN, NC, NJ, NV, NY, OH, OR, PA, RI, TN, TX, UT, VA, WA

Questions About Series Fund D, a series of UM Pre-IPO Portfolio Fund 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 Series Fund D, a series of UM Pre-IPO Portfolio Fund II LLC?

Series Fund D, a series of UM Pre-IPO Portfolio Fund II LLC is a Delaware limited liability company that filed a Form D with the SEC on August 17, 2023 in the Other industry group. The filing claims Rule 506(c) for an offering of pooled investment fund interests. AltStreet links the issuer to UpMarket.

Is Series Fund D, a series of UM Pre-IPO Portfolio Fund II LLC legit?

AltStreet does not rate legitimacy; it reports the public record. Series Fund D, a series of UM Pre-IPO Portfolio Fund II LLC filed a Form D with the SEC on August 17, 2023 claiming Rule 506(c). A Form D is a notice of an exempt offering, not a review or approval of it. The newest notice reports $25,000 sold to 1 investor. AltStreet's enforcement record (SEC, FINRA and state actions) shows no action naming the issuer as of today. The issuer is linked to UpMarket, 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 Series Fund D, a series of UM Pre-IPO Portfolio Fund 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 Series Fund D, a series of UM Pre-IPO Portfolio Fund II LLC claimed Rule 506(c) 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 Series Fund D, a series of UM Pre-IPO Portfolio Fund II LLC raised?

Series Fund D, a series of UM Pre-IPO Portfolio Fund II LLC reported $25,000 sold from 1 investor in an offering of indefinite size as of the Form D filed August 17, 2023.

Who can invest in Series Fund D, a series of UM Pre-IPO Portfolio Fund II LLC?

The offering relies on Rule 506(c), so the issuer may advertise it but may sell only to investors it has verified as accredited. The filing reports no non-accredited investors. The minimum investment accepted from an outside investor is $50,000.

What is the minimum investment in Series Fund D, a series of UM Pre-IPO Portfolio Fund II LLC?

The Form D lists $50,000 as the minimum investment accepted from any outside investor as of August 17, 2023. Issuers can waive their own minimums, and the figure does not include fees.

Who is selling Series Fund D, a series of UM Pre-IPO Portfolio Fund II LLC and how are they paid?

The Form D names Upmarket Securities LLC as the recipient of sales compensation soliciting in AR, CA, CO, CT, DC, FL, GA, IL, MA, MD, ME, MI, MN, NC, NJ, NV, NY, OH, OR, PA, RI, TN, TX, UT, VA, WA.

Who is behind Series Fund D, a series of UM Pre-IPO Portfolio Fund II LLC?

The Form D lists 1 related person: Hui Chen, director. Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is Series Fund D, a series of UM Pre-IPO Portfolio Fund II LLC located?

The issuer's address on its SEC filings is 1250 Broadway, Suite #3610, New York, NY 10001. Its phone number of record is 5162814242. It is organized under the laws of Delaware.

How long is the Series Fund D, a series of UM Pre-IPO Portfolio Fund 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.

What is Series Fund D, a series of UM Pre-IPO Portfolio Fund II LLC's revenue?

The Form D reports a revenue range of Not Applicable.

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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.