SEC filing record
Primary Source · SEC.gov

BGO Japan Property Partners II LP

Fund Vehicle2026 vintage506(b), 3(c)
Latest signalFirst saleForm D/A · 2026-10-304 events: 1 first sale, 1 sold increased, 1 investors increasedLast filing 2026-10-30

Raised

$16M

Investors

3

Min Invest

None stated

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AltStreet Analysis

·

Generated from EDGAR primary sources

BGO Japan Property Partners II LP is a Cayman Islands-domiciled pooled investment fund vehicle, with BGO Asia Property Partners II GP LP acting as promoter/general partner. The amended Form D filing reports $16.0M raised from 3 investors under combined 506(b) and Section 3(c) exemptions, with minimum investment not disclosed. No parent platform match was found, though the BGO branding suggests affiliation with the BentallGreenOak real estate investment manager.

This is a privately placed real estate pooled investment fund targeting Japanese property assets, using the common 506(b)/3(c) exemption pairing seen in offshore-domiciled institutional real estate vehicles. With only 3 investors and $16.0M raised, the average check size (~$5.3M) is consistent with institutional or high-net-worth capital rather than retail participation typical in this asset category.

Data Flags

State of IncorporationFund is domiciled in the Cayman Islands rather than a U.S. jurisdiction, indicating a cross-border fund structure despite filing a U.S. Form D.
First Sale DateFirst sale date is not disclosed even though $16.0M has already been reported as sold to 3 investors on this amended filing.
ExemptionFiling simultaneously claims Rule 506(b) and Section 3(c) exemptions, a common combination for private real estate funds restricting investment company status, not an unusual standalone finding.

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0002109120
Entity NameBGO Japan Property Partners II LP
ExemptionRule 506(b), Section 3(c), Section 3(c)(7)
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)(7) of the Investment Company Act: the fund is excluded from investment-company registration because every investor is a qualified purchaser, generally an individual with at least $5 million in investments or an institution with at least $25 million.
Entity TypeLimited Partnership
Jurisdiction of OrganizationCayman Islands
Year Organized2025
Issuer Address399 Park Avenue, 18th Floor, New York, NY 10022
Phone(212) 359-7800
Industry / Fund TypePooled Investment Fund · Private Equity Fund
Investment Company ActExcluded under Section 3(c)(7) (qualified purchasers only)
Securities TypeEquity, Pooled Investment Fund
First Sale Date—
Filing DateOctober 30, 2026
Accession Number0001315863-26-000758
Total Offering AmountIndefinite
Total Amount Sold$16,020,000
Total Investors3
Non-Accredited InvestorsNone
Minimum Investment$0 (no stated minimum)
Offering DurationIntended to last more than one year
Sales Commissions$75,372 (to Amova Asset Management Co., Ltd.)
Finders' Fees$0
Proceeds to Related Persons$0
Revenue RangeDecline to Disclose
State (Issuer Address)NY
Amendment Count2 filings on record
Signed ByAndrew Yoon, Director of the General Partner of Issuer's General Partner

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

4

latest Oct 30, 2026

Critical / warning

0 / 0

2 watch · 2 info

Statements extracted

0

none on file

NAV prints

0

none on file

Offering chains

1

raising

Latest event First sale · Oct 30, 2026

SEC.gov
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Investor

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Related Persons (Form D)

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

N/A BGO Asia Property Partners II GP LP

Promoter · New York, NY

Matthew Campbell

Executive Officer · New York, NY

Andrew Yoon

Executive Officer · 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.

Amova Asset Management Co., Ltd.CRD 110997 on BrokerCheck

Associated broker-dealer: None · Minato-ku, M0 and outside the United States

Questions About BGO Japan Property Partners 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 BGO Japan Property Partners II LP?

BGO Japan Property Partners II LP is a Cayman Islands limited partnership organized in 2025 that filed a Form D with the SEC on October 30, 2026 as a private equity fund. The filing claims Rule 506(b), Section 3(c), Section 3(c)(7) for an offering of equity and pooled investment fund interests.

Is BGO Japan Property Partners II LP legit?

AltStreet does not rate legitimacy; it reports the public record. BGO Japan Property Partners II LP filed a Form D with the SEC on October 30, 2026 claiming Rule 506(b), Section 3(c), Section 3(c)(7). A Form D is a notice of an exempt offering, not a review or approval of it. The newest notice reports $16,020,000 sold to 3 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 BGO Japan Property Partners 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 BGO Japan Property Partners II LP claimed Rule 506(b), Section 3(c), Section 3(c)(7) 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 BGO Japan Property Partners II LP raised?

BGO Japan Property Partners II LP reported $16,020,000 sold from 3 investors in an offering of indefinite size as of the Form D filed October 30, 2026.

Who can invest in BGO Japan Property Partners 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)(7), each investor must be a qualified purchaser, generally an individual with at least $5 million in investments. 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 BGO Japan Property Partners 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 BGO Japan Property Partners II LP and how are they paid?

The Form D names Amova Asset Management Co., Ltd. (CRD 110997), associated with None as the recipient of sales compensation. Sales commissions are reported as $75,372 and finders' fees as $0. Form D allows these to be estimates.

Who is behind BGO Japan Property Partners II LP?

The Form D lists 3 related persons: BGO Asia Property Partners II GP LP, promoter (General Partner of the Issuer); Matthew Campbell, executive officer (Director of the General Partner of the Issuer's General Partner); Andrew Yoon, executive officer (Director of the General Partner of the Issuer's General Partner). Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is BGO Japan Property Partners II LP located?

The issuer's address on its SEC filings is 399 Park Avenue, 18th Floor, New York, NY 10022. Its phone number of record is 212.359.7800. It is organized under the laws of Cayman Islands.

How long is the BGO Japan Property Partners II LP offering open?

The issuer indicated that the offering is intended to last more than one year. An issuer must amend its Form D annually while a continuing offering stays open; 1 amendment is on record for this CIK.

How large is BGO Japan Property Partners 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.