Trace Holdings II Reports $1.1 Billion Sold but Lists Zero Investors

Trace Holdings II LP, a Los Angeles venture capital fund, reported $1,100,000,000 in sales and listed the number of investors who have already invested as zero in a Form D amendment filed October 13, 2026 (accession 0002139283-26-000002). The reported fields appear inconsistent, and the filing provides no explanation; its clarification field is blank.

What the filings show

The fund's original Form D, filed June 8, 2026, reported no sales. The amendment gives a date of first sale of October 9, 2026 and a cumulative total sold of $1,100,000,000. It lists the total offering amount as indefinite, relies on Rule 506(b), reports no non-accredited investors and no sales commissions or finders' fees, gives a minimum investment of $100,000, and describes the fund as a Delaware venture capital fund organized in 2026.

Four related persons are named, all at 6100 Wilshire Boulevard, Suite 1111, Los Angeles: Ben Mahdavi, managing member of the general partner, who signed the filing; Trace Holdings II GP, LLC, the general partner; Trace Holdings Management LLC, the management company; and Harris Jason Bogner, chief compliance officer of the management company.

Trace Holdings Management LLC is registered with the SEC as an investment adviser under the business name Trace Capital (CRD 343579), effective October 5, 2026. Its Form ADV, last amended October 9, 2026, reports $1,121,000,000 in discretionary regulatory assets under management across two pooled investment vehicles. Its private fund schedule lists Trace Holdings II, LP, under the same Form D file number (021-586602), with a current gross asset value of $1,111,000,000, approximately 18 beneficial owners, about 1% owned by the adviser and its related persons, about 1% owned by non-U.S. persons, none by funds of funds, and a $100,000 minimum. It names BDO USA, P.C. as the fund's auditor, Column N.A. as custodian and Aduro Advisors, LLC as administrator. The second fund, Trace Holdings I, LP, reports a gross asset value of $10,067,094.

Why it matters

Two filings by the same manager, four days apart, describe the fund differently. The Form ADV reports a fund of about $1.1 billion with roughly 18 beneficial owners, nearly all of them outside the adviser; the Form D reports $1.1 billion sold to no investors. The documents measure different things, beneficial owners and gross asset value in one, investors and amount sold in the other, but the zero on the Form D is not consistent with the ownership the adviser reports.

The IAPD summary for the firm showed no disclosure flag when checked on October 15, 2026. That reflects the record reviewed, a registration only days old, and is not a finding about anyone's history.

What the filings do not show

Neither filing names the investors, explains the zero investor count, or says whether the $1,100,000,000 reflects commitments or funded capital. The ADV values are as of its October 9, 2026 amendment. Neither describes the fund's strategy or holdings. AltStreet has not sought comment from the manager for this article.