SEC filing record
Primary Source · SEC.gov

Moonfare Co-Investment Fund II LP

Co-Investment Vehicle2025 vintage506(b), 3(c)(1)
Latest signalNew Form D filerForm D · 2025-12-17Last filing 2025-12-17

Raised

$5M

Investors

34

Min Invest

$75,000

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AltStreet Analysis

·

Generated from EDGAR primary sources

Moonfare Co-Investment Fund II LP is a Delaware limited partnership that filed an original Form D on 2025-12-17, reporting $4.7M raised from 34 investors under Rule 506(b) and Section 3(c)(1). The fund has a $75K minimum investment and is part of the Moonfare platform, which operates 29 EDGAR-registered private equity vehicles. Executive officers include Moonfare GP USA LLC, Moonfare GmbH, Monica Callava, and Lorenz Juengling.

This private equity co-investment vehicle uses the standard 506(b) exemption with 3(c)(1) investment company exclusion, typical for funds limiting investors to accredited individuals and qualified purchasers. The $75K minimum investment sits at the lower end of institutional co-investment structures, suggesting a retail-accessible or mass-affluent positioning within the private equity category.

Data Flags

investor_count34 investors contributing $4.7M results in an average check size of approximately $138K, relatively small for a co-investment vehicle which typically attracts larger commitments per investor

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0002101324
Entity NameMoonfare Co-Investment Fund II LP
ExemptionRule 506(b), Section 3(c), Section 3(c)(1)
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)(1) of the Investment Company Act: the fund is excluded from investment-company registration because it has no more than 100 beneficial owners.
Entity TypeLimited Partnership
Jurisdiction of OrganizationDelaware
Issuer Address12 E 49th Street, Floor 11, New York, NY 10017
Phone(929) 538-3751
Industry / Fund TypePooled Investment Fund · Other Investment Fund
Investment Company ActExcluded under Section 3(c)(1) (100 beneficial owners or fewer)
Securities TypePooled Investment Fund
First Sale Date—
Filing DateDecember 17, 2025
Accession Number0002101324-25-000001
Total Offering AmountIndefinite
Total Amount Sold$4,665,000
Total Investors34
Non-Accredited InvestorsNone
Minimum Investment$75,000
Offering DurationOne year or less
Sales Commissions$0
Finders' Fees$0
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

1

latest Dec 17, 2025

Critical / warning

0 / 0

0 watch · 1 info

Statements extracted

0

none on file

NAV prints

0

none on file

Offering chains

1

raising

Latest event New filer · Dec 17, 2025

SEC.gov
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Fund family Part of the MOONFARE CO INVESTMENT FUND family: 2 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: 9 facts with source, effective date and capture date, viewable as AltStreet knew them on any past day
  • 1 filing event with values and deltas, latest 2025-12-17, and alerts on the next one
  • 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.

_ Moonfare GP USA LLC

Executive Officer · New York, NY

_ Moonfare GmbH

Executive Officer · Berlin, 2M

Monica Callava

Executive Officer · New York, NY

Lorenz Juengling

Executive Officer · Berlin, 2M

Questions About Moonfare Co-Investment 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 Moonfare Co-Investment Fund II LP?

Moonfare Co-Investment Fund II LP is a Delaware limited partnership that filed a Form D with the SEC on December 17, 2025 as a other investment fund. The filing claims Rule 506(b), Section 3(c), Section 3(c)(1) for an offering of pooled investment fund interests. AltStreet links the issuer to Moonfare.

Is Moonfare Co-Investment Fund II LP legit?

AltStreet does not rate legitimacy; it reports the public record. Moonfare Co-Investment Fund II LP filed a Form D with the SEC on December 17, 2025 claiming Rule 506(b), Section 3(c), Section 3(c)(1). A Form D is a notice of an exempt offering, not a review or approval of it. The newest notice reports $4,665,000 sold to 34 investors. AltStreet's enforcement record (SEC, FINRA and state actions) shows no action naming the issuer as of today. The issuer is linked to Moonfare, 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 Moonfare Co-Investment 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 Moonfare Co-Investment Fund II LP claimed Rule 506(b), 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 Moonfare Co-Investment Fund II LP raised?

Moonfare Co-Investment Fund II LP reported $4,665,000 sold from 34 investors in an offering of indefinite size as of the Form D filed December 17, 2025.

Who can invest in Moonfare Co-Investment Fund II LP?

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 minimum investment accepted from an outside investor is $75,000.

What is the minimum investment in Moonfare Co-Investment Fund II LP?

The Form D lists $75,000 as the minimum investment accepted from any outside investor as of December 17, 2025. Issuers can waive their own minimums, and the figure does not include fees.

Who is selling Moonfare Co-Investment 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. Sales commissions are reported as $0 and finders' fees as $0. Form D allows these to be estimates.

Who is behind Moonfare Co-Investment Fund II LP?

The Form D lists 4 related persons: _ Moonfare GP USA LLC, executive officer (General Partner of the Issuer); _ Moonfare GmbH, executive officer (Investment Advisor of the Issuer); Monica Callava, executive officer (Manager, General Partner of the Issuer); Lorenz Juengling, executive officer (Manager, General Partner of the Issuer). Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is Moonfare Co-Investment Fund II LP located?

The issuer's address on its SEC filings is 12 E 49th Street, Floor 11, New York, NY 10017. Its phone number of record is 929-538-3751. It is organized under the laws of Delaware.

How long is the Moonfare Co-Investment 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 Moonfare Co-Investment Fund II LP?

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.