SEC filing record
Primary Source · SEC.gov

XBTO HUMLA VENTURES FUND II, LP

Fund Vehicle2023 vintageSection 3(c)(1), Rule 506(c)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

$23M

Investors

32

Min Invest

None stated

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What this filing shows

·

Every sentence is a value as filed on SEC Form D

XBTO HUMLA VENTURES FUND II, LP is a Cayman Islands entity that filed a Form D with the SEC on November 20, 2023, describing itself as a private equity fund. The offering claims Section 3(c)(1), Rule 506(c) and covers pooled investment fund interests. XBTO HUMLA VENTURES FUND II, LP reported $23,150,000 sold from 32 investors in an offering of indefinite size as of the Form D filed November 20, 2023. The offering relies on Rule 506(c), so the issuer may advertise it but may sell only to investors it has verified as accredited. 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 151 C San Francisco, Suite 201, San Juan, PR 00901.

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0002000811
Entity NameXBTO HUMLA VENTURES FUND II, LP
ExemptionSection 3(c)(1), Rule 506(c)
What the exemption meansSection 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. Rule 506(c) of Regulation D: the issuer may advertise the offering publicly, but every purchaser must be a verified accredited investor.
Entity TypeOther
Jurisdiction of OrganizationCayman Islands
Issuer Address151 C San Francisco, Suite 201, San Juan, PR 00901
Phone(415) 895-0622
Industry / Fund TypePooled Investment Fund · Private Equity Fund
Investment Company ActExcluded under Section 3(c)(1) (100 beneficial owners or fewer)
Securities TypePooled investment fund interests
First Sale DateNovember 9, 2021
Filing DateNovember 20, 2023
Accession Number0001567619-23-007739
Total Offering AmountIndefinite
Total Amount Sold$23,150,000
Total Investors32
Non-Accredited InvestorsNone
Minimum Investment$0 (no stated minimum)
Offering DurationOne year or less
Revenue RangeDecline to Disclose
State (Issuer Address)PR
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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NAV prints

0

none on file

Offering chains

1

lapsed

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Related Persons (Form D)

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

XBTO Humla Ventures GP, LLC

Executive Officer, Promoter · San Juan, PR

The General Partner of the Issuer.

Humla Ventures, LLC

Executive Officer, Promoter · San Juan, PR

The Investment Advisor and the Managing Member of the General Partner of the Issuer.

Greg Carson

Executive Officer, Promoter · San Juan, PR

Mr. Carson is the Sole Member of the Managing Member of the General Partner of the Issuer.

Questions About XBTO HUMLA VENTURES 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 XBTO HUMLA VENTURES FUND II, LP?

XBTO HUMLA VENTURES FUND II, LP is a Cayman Islands entity that filed a Form D with the SEC on November 20, 2023 as a private equity fund. The filing claims Section 3(c)(1), Rule 506(c) for an offering of pooled investment fund interests.

Is XBTO HUMLA VENTURES FUND II, LP legit?

AltStreet does not rate legitimacy; it reports the public record. XBTO HUMLA VENTURES FUND II, LP filed a Form D with the SEC on November 20, 2023 claiming Section 3(c)(1), Rule 506(c). A Form D is a notice of an exempt offering, not a review or approval of it. The newest notice reports $23,150,000 sold to 32 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 XBTO HUMLA VENTURES 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 XBTO HUMLA VENTURES FUND II, LP claimed Section 3(c)(1), 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 XBTO HUMLA VENTURES FUND II, LP raised?

XBTO HUMLA VENTURES FUND II, LP reported $23,150,000 sold from 32 investors in an offering of indefinite size as of the Form D filed November 20, 2023.

Who can invest in XBTO HUMLA VENTURES FUND II, LP?

The offering relies on Rule 506(c), so the issuer may advertise it but may sell only to investors it has verified as accredited. 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 XBTO HUMLA VENTURES FUND 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 XBTO HUMLA VENTURES FUND 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 XBTO HUMLA VENTURES FUND II, LP?

The Form D lists 3 related persons: XBTO Humla Ventures GP, LLC, executive officer, promoter (The General Partner of the Issuer); Humla Ventures, LLC, executive officer, promoter (The Investment Advisor and the Managing Member of the General Partner of the Issuer); Greg Carson, executive officer, promoter (Mr. Carson is the Sole Member of the Managing Member 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 XBTO HUMLA VENTURES FUND II, LP located?

The issuer's address on its SEC filings is 151 C San Francisco, Suite 201, San Juan, PR 00901. Its phone number of record is 415-895-0622. It is organized under the laws of Cayman Islands.

How long is the XBTO HUMLA VENTURES 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 XBTO HUMLA VENTURES 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.