Pari Passu VII a Series of Pari Passu Master II LLC

Pari Passu VII a Series of Pari Passu Master II LLC is a Delaware limited liability company that filed a Form D with the SEC on November 28, 2025, describing itself as a venture capital fund. The offering claims Rule 506(b), Section 3(c), Section 3(c)(1) and covers pooled investment fund interests. Pari Passu VII a Series of Pari Passu Master II LLC reported $559,775 sold from 20 investors of a $559,775 total offering as of the Form D filed November 28, 2025. 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)(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 2093 Philadelphia Pike, 5885, Claymont, DE 19703.