Factorial Capital II, LP
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
Pre-open
Investors
—
Min Invest
None stated
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What this filing shows
·Every sentence is a value as filed on SEC Form D
Factorial Capital II, LP is a Delaware limited partnership that filed a Form D with the SEC on January 6, 2025, describing itself as a venture capital fund. The offering claims Rule 506(c), Section 3(c), Section 3(c)(1) and covers pooled investment fund interests. Factorial Capital II, LP reported that the first sale had not yet occurred as of the Form D filed January 6, 2025, so no amount sold or investor count is on file. The total offering amount is listed as indefinite. 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. Sales commissions are reported as $0 and finders' fees as $0. Form D allows these to be estimates. The issuer's address of record is 366 6th Ave, Brooklyn, NY 11215.
EDGAR Filing Data
Form D — Primary Source
View on SEC.govFilings on Record
Every filing AltStreet's ledger holds for this CIK, newest first. Each opens the SEC archive folder.
In the Terminal
Filing events
1
latest Jan 6, 2025
Critical / warning
0 / 0
0 watch · 1 info
Statements extracted
0
none on file
NAV prints
0
none on file
Offering chains
1
pre_sale
Latest event New filer · Jan 6, 2025
SEC.govFund family Part of the Factorial Capital family: 2 vehicles across 2 generations · adviser of record Factorial Capital Management · 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
- 1 filing event with values and deltas, latest 2025-01-06, and alerts on the next one
- 1 offering timeline: velocity, share raised, first-sale lag, stalled flags
Pro
- This issuer against its cohort: rank by velocity and share raised among offerings filed the same quarter
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Adviser of Record (Form ADV)
CRD 334656 · exempt reporting adviser · lists this fund on Schedule D 7.B.(1) as a venture capital fund
Auditor named on Form ADV: Withumsmith+brown, PC · 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.
Matthew Hartman
Executive Officer, Director · Brooklyn, NY
MANAGING PARTNER OF THE GENERAL PARTNER OF THE ISSUER
Factorial Capital II GP, LLC
Director · Brooklyn, NY
GENERAL PARTNER OF THE ISSUER
Factorial Capital Management, LLC
Executive Officer, Promoter · Brooklyn, NY
INVESTMENT MANAGER OF THE ISSUER
Questions About Factorial Capital 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 Factorial Capital II, LP?
Factorial Capital II, LP is a Delaware limited partnership that filed a Form D with the SEC on January 6, 2025 as a venture capital fund. The filing claims Rule 506(c), Section 3(c), Section 3(c)(1) for an offering of pooled investment fund interests.
Is Factorial Capital II, LP legit?
AltStreet does not rate legitimacy; it reports the public record. Factorial Capital II, LP filed a Form D with the SEC on January 6, 2025 claiming Rule 506(c), Section 3(c), Section 3(c)(1). A Form D is a notice of an exempt offering, not a review or approval of it. No sales had been reported as of that notice. 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 Factorial Capital 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 Factorial Capital II, LP claimed Rule 506(c), Section 3(c), 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 Factorial Capital II, LP raised?
Factorial Capital II, LP reported that the first sale had not yet occurred as of the Form D filed January 6, 2025, so no amount sold or investor count is on file. The total offering amount is listed as indefinite.
Who can invest in Factorial Capital 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 Factorial Capital 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 Factorial Capital 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. Sales commissions are reported as $0 and finders' fees as $0. Form D allows these to be estimates.
Who is behind Factorial Capital II, LP?
The Form D lists 3 related persons: Matthew Hartman, executive officer, director (MANAGING PARTNER OF THE GENERAL PARTNER OF THE ISSUER); Factorial Capital II GP, LLC, director (GENERAL PARTNER OF THE ISSUER); Factorial Capital Management, LLC, executive officer, promoter (INVESTMENT MANAGER OF THE ISSUER). Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.
Where is Factorial Capital II, LP located?
The issuer's address on its SEC filings is 366 6th Ave, Brooklyn, NY 11215. Its phone number of record is 240-731-0740. It is organized under the laws of Delaware.
How long is the Factorial Capital 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 Factorial Capital 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.