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EDGAR Verified
Primary Source · SEC.gov

Kateri PE Fund II LP

Fund Vehicle2026 vintage506(b), 506(c), Rule 504, 4(a)(5)
Latest signalNew Form D filerForm D · 2026-06-26Last filing 2026-06-26

Raised

Pre-open

Investors

—

Min Invest

None stated

AltStreet Analysis

·

Generated from EDGAR primary sources

Kateri PE Fund II LP is a private equity fund that filed an original Form D on 2026-06-26. The filing does not disclose capital raised, investor count, first sale date, or minimum investment. The entity claims exemptions under Rules 506(b), 506(c), 504, and 4(a)(5) simultaneously.

This alternative investment vehicle presents an unusual exemption structure, claiming four separate registration exemptions concurrently (506(b), 506(c), Rule 504, and 4(a)(5)), which is atypical for institutional private equity offerings that typically rely on a single Regulation D exemption. The absence of disclosed raise data and investor metrics is consistent with pre-launch filings.

Data Flags

exemptionsMultiple exemptions claimed simultaneously: 506(b), 506(c), Rule 504, and 4(a)(5). This combination is highly unusual as 506(b) and 506(c) have mutually exclusive solicitation requirements, and claiming both alongside Rule 504 and 4(a)(5) suggests non-standard filing approach.
first_sale_datePre-open filing with no first sale date disclosed and no capital raised reported, consistent with advance registration but limiting ability to assess fund traction.
industry_groupIndustry group, state of incorporation, and securities type all left unspecified despite the entity name indicating private equity focus.

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0002141177
Entity NameKateri PE 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 Address1321 Upland Drive, Ste 18267, Houston, TX 77043
Phone(407) 415-9821
Industry / Fund TypePooled Investment Fund · Private Equity Fund
Investment Company ActExcluded under Section 3(c)(1) (100 beneficial owners or fewer)
Securities Type—
First Sale DateNot yet occurred (as filed)
Filing DateJune 26, 2026
Accession Number0002141177-26-000001
Total Offering Amount$50,000,000
Total Amount Sold$0 (no sales yet)
Amount Remaining$50,000,000
Total Investors0 (no sales yet)
Non-Accredited InvestorsNone
Minimum Investment$0 (no stated minimum)
Offering DurationIntended to last more than one year
Sales Commissions$0
Finders' Fees$0
Revenue RangeDecline to Disclose
State (Issuer Address)TX
Amendment CountOriginal filing only

Filings on Record

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

DJune 26, 2026

In the Terminal

Filing events

1

latest Jun 26, 2026

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 · Jun 26, 2026

SEC.gov
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  • 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.

Kateri PE Fund II GP LLC

Director, Promoter · Houston, TX

General Partner of Issuer.

Kateri Fund Manager LLC

Executive Officer, Promoter · Houston, TX

Investment Manager of Issuer.

Ian Macnab

Executive Officer, Promoter · Houston, TX

Manager of General Partner of Issuer.

Graham Macnab

Executive Officer, Promoter · Houston, TX

Managing Partner of Investment Manager of Issuer.

Craig Macnab

Executive Officer, Promoter · Houston, TX

Executive Chairman of Investment Manager of Issuer.

Questions About Kateri PE 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 Kateri PE Fund II LP?

Kateri PE Fund II LP is a Delaware limited partnership that filed a Form D with the SEC on June 26, 2026 as a private equity fund. The filing claims Rule 506(b), Section 3(c), Section 3(c)(1) for an offering of equity and pooled investment fund interests.

Is Kateri PE Fund II LP legit?

AltStreet does not rate legitimacy; it reports the public record. Kateri PE Fund II LP filed a Form D with the SEC on June 26, 2026 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. 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 Kateri PE 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 Kateri PE 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 Kateri PE Fund II LP raised?

Kateri PE Fund II LP reported that the first sale had not yet occurred as of the Form D filed June 26, 2026, so no amount sold or investor count is on file. The total offering amount is $50,000,000.

Who can invest in Kateri PE 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 filing lists the minimum investment as $0, meaning no minimum was stated.

What is the minimum investment in Kateri PE Fund 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 Kateri PE 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 Kateri PE Fund II LP?

The Form D lists 5 related persons: Kateri PE Fund II GP LLC, director, promoter (General Partner of Issuer); Kateri Fund Manager LLC, executive officer, promoter (Investment Manager of Issuer); Ian Macnab, executive officer, promoter (Manager of General Partner of Issuer); Graham Macnab, executive officer, promoter (Managing Partner of Investment Manager of Issuer); Craig Macnab, executive officer, promoter (Executive Chairman of Investment Manager of Issuer). Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is Kateri PE Fund II LP located?

The issuer's address on its SEC filings is 1321 Upland Drive, Ste 18267, Houston, TX 77043. Its phone number of record is 407-415-9821. It is organized under the laws of Delaware.

How long is the Kateri PE Fund 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, and no amendment is on record yet.

How large is Kateri PE Fund 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.