EDGAR Verified
Primary Source · SEC.gov

Trace Holdings II LP

Fund Vehicle2026 vintageRegulation D Rule 506(b); offering amount indefinite; minimum investment $100,000
Latest signalFirst saleForm D/A · 2026-10-134 events: 1 first sale, 1 sold increased, 1 large raiseLast filing 2026-10-13

Raised

$1.1B

Investors

—

Min Invest

$100,000

AltStreet Analysis

·

Generated from EDGAR primary sources

Venture fund that filed a Form D on June 8, 2026 reporting no sales, then a Form D/A on October 13, 2026 reporting $1,100,000,000 sold after a first sale on October 9, 2026, with the number of investors already invested reported as zero. Ben Mahdavi is managing member of the general partner; Harris Jason Bogner is chief compliance officer of the management company.

Venture capital fund: a Delaware limited partnership organized in 2026, Los Angeles, with Trace Holdings II GP, LLC as general partner and Trace Holdings Management LLC (business name Trace Capital, CRD 343579, SEC registration effective 2026-10-05) as management company.

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0002139283
Entity NameTrace Holdings II LP
ExemptionRule 506(b)
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.
Entity TypeLimited Partnership
Jurisdiction of OrganizationDelaware
Year Organized2026
Issuer Address6100 Wilshire Boulevard, Suite 1111, Los Angeles, CA 90048
Phone(206) 595-7169
Industry / Fund TypePooled Investment Fund · Venture Capital Fund
Securities Type—
First Sale DateOctober 9, 2026
Filing DateOctober 13, 2026
Accession Number0002139283-26-000002
Total Offering AmountIndefinite
Total Amount Sold$1,100,000,000
Total Investors—
Non-Accredited InvestorsNone
Minimum Investment$100,000
Offering DurationIntended to last more than one year
Sales Commissions$0
Finders' Fees$0
Proceeds to Related Persons$0
Revenue RangeDecline to Disclose
State (Issuer Address)CA
Amendment Count2 filings on record
Signed ByBen Mahdavi, Managing Member of the General Partner

Filings on Record

Every filing AltStreet's ledger holds for this CIK, newest first. Each opens the SEC archive folder.

AltStreet Coverage

Original reporting from AltStreet's daily EDGAR monitoring covering this entity's filings.

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Fund Family

Every vehicle in this manager's series as it appears on EDGAR, newest generation first. Sold-to-date and investor counts are each vehicle's latest Form D.

Fund family

Trace2 vehicles · 2 generations · since 2024 · $1.10B sold across the family

This issuer is in Fund II

VehicleRoleFirst filedStatusSoldInvestors
Fund III · first filed 2024-03-01 · 1 vehicle · $1.7M sold · 16 investors
Trace 3D Inc.d2024-03-01lapsed$1.7M16
Fund II · first filed 2026-06-08 · 1 vehicle · $1.10B sold
Trace Holdings II LPthis issuerholdings2026-06-08raising$1.10B0

Grouped from Form D issuer names (generation, sleeve, jurisdiction and legal-form tokens removed); a name-only match, so abbreviated or renamed vehicles can be missed. Sold and investor figures are each vehicle's latest Form D; sleeves that report the same figure share one family-wide total and are counted once. Performance lines are what a public pension plan reports for its own interest in that fund, net, on the plan's cash flows and valuation date; they are not the general partner's figures.

In the Terminal

Filing events

4

latest Oct 13, 2026

Critical / warning

1 / 0

2 watch · 1 info

Statements extracted

0

none on file

NAV prints

0

none on file

Offering chains

1

raising

Latest event First sale · Oct 13, 2026

SEC.gov
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Investor

  • 4 filing events with values and deltas, latest 2026-10-13, 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.

Item 3 changed on the Form D filed 2026-10-13: 1 related person added and 0 removed against the filing of 2026-06-08; 4 now listed. The names are in the Terminal feed.

Ben Mahdavi

Executive Officer, Promoter · Los Angeles, CA

Managing Member of the General Partner

Trace Holdings II GP, LLC

Promoter · Los Angeles, CA

General Partner

Trace Holdings Management LLC

Promoter · Los Angeles, CA

Management Company

Harris Jason Bogner

Executive Officer · Los Angeles, CA

Chief Compliance Officer to the Management Company

Questions About Trace Holdings 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 Trace Holdings II LP?

Trace Holdings II LP is a Delaware limited partnership organized in 2026 that filed a Form D with the SEC on October 13, 2026 as a venture capital fund. The filing claims Rule 506(b) for an offering of pooled investment fund interests.

Is Trace Holdings II LP legit?

AltStreet does not rate legitimacy; it reports the public record. Trace Holdings II LP filed a Form D with the SEC on October 13, 2026 claiming Rule 506(b). A Form D is a notice of an exempt offering, not a review or approval of it. The newest notice reports $1,100,000,000 sold. 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 Trace Holdings 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 Trace Holdings II LP claimed Rule 506(b) 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 Trace Holdings II LP raised?

Trace Holdings II LP reported $1,100,000,000 sold in an offering of indefinite size as of the Form D filed October 13, 2026.

Who can invest in Trace Holdings 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. The filing reports no non-accredited investors. The minimum investment accepted from an outside investor is $100,000.

What is the minimum investment in Trace Holdings II LP?

The Form D lists $100,000 as the minimum investment accepted from any outside investor as of October 13, 2026. Issuers can waive their own minimums, and the figure does not include fees.

Who is selling Trace Holdings 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 Trace Holdings II LP?

The Form D lists 4 related persons: Ben Mahdavi, executive officer, promoter (Managing Member of the General Partner); Trace Holdings II GP, LLC, promoter (General Partner); Trace Holdings Management LLC, promoter (Management Company); Harris Jason Bogner, executive officer (Chief Compliance Officer to the Management Company). Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is Trace Holdings II LP located?

The issuer's address on its SEC filings is 6100 Wilshire Boulevard, Suite 1111, Los Angeles, CA 90048. Its phone number of record is 206-595-7169. It is organized under the laws of Delaware.

How long is the Trace Holdings 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 Trace Holdings II LP?

The issuer declined to disclose its revenue range on the Form D, which the form permits.

Is this your offering?

Claim this profile to add contact information, team members, LinkedIn profiles, fund history, and additional financial data. EDGAR-sourced data and AltStreet analysis cannot be edited, but corrections can be requested for verifiable inaccuracies.

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.