Form D · Venture Capital Fund

Factorial Capital II, LP

Brooklyn, NY · CIK 0002048034

Offering snapshot reported Jan 6, 2025 · SEC filing

Reported sold: Yet to sell
Investors reported: 0
Minimum accepted: $0
First sale: Yet to occur

What changed?

Latest filing versus its linked predecessor, where available.

No comparable changes in the displayed metrics.

Filing history

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Filed	Filing type	Reported sold	Change vs linked filing	Investors	Source
Jan 6, 2025	Initial	Yet to sell	No comparison	0	SEC filing

Offering details

Securities: Pooled investment fund
Exemptions: 06c, 3C, 3C.1
Duration over one year: No
Business combination: No

Sales commissions: $0 (estimated)
Finders' fees: $0 (estimated)
Form D file number: 021-534310

Source: Form D, filed Jan 6, 2025. Minimum accepted may differ from a standard advertised minimum.

Fund connections

The linked fund shows its most recently reported ADV details.

Matched by reported Form D file number

FACTORIAL CAPITAL II, LP

Investment adviser: FACTORIAL CAPITAL MANAGEMENT LLC

Gross asset value: $18.2M
Beneficial owners: 39
ADV minimum commitment: $25K

Reported in Form ADV on Mar 27, 2026. Fund assets and beneficial owners measure different things from Form D sales and investors.

Service providers

Fund administrator ADURO ADVISORS DENVER, Colorado, United States Investor statements: Yes (provided to all investors) Related to adviser: No

Auditor WITHUMSMITH+BROWN, PC PRINCETON, New Jersey, United States

Custodian FIRST CITIZENS BANK LUVERNE, Alabama, United States Related to adviser: No

Custodian MORGAN STANLEY & CO. LLC NEW YORK, New York, United States Related to adviser: No

Provider details

Annual audit: Yes
Prime brokers: No
Custodians: Yes
Administrator other than the adviser: Yes
External marketing: No

WITHUMSMITH+BROWN, PC
PCAOB 100

FIRST CITIZENS BANK
LEI 549300ZX7CMZ93QCZQ91

MORGAN STANLEY & CO. LLC
LEI 9R7GPTSO7KV3UQJZQ078

Filing source

Form ADV 2080835 · Mar 27, 2026 · Schedule D 7.B.(1), fund 805-5878306437

Official IAPD profile (latest public filing). Values are the most recently reported in our imported data; the public profile may show a newer filing.

Related funds

Funds whose names form a numbered series with this one and that share its city or the name of a related person. Form D does not state how these funds are related.

Fund	Latest Form D	Reported sold	Investors
Factorial Capital I, LP	Oct 19, 2022	Yet to sell	0
Factorial Capital II, LP (this fund)	Jan 6, 2025	Yet to sell	0

People & organizations

Current and past Form D appearances. These existing records do not establish a person's current role or uniquely identify them across issuers.

People and organizations reported in Form D filings
Name	Reported role
Factorial Capital Ii Gp, Llc	Director
Factorial Capital Management, Llc	Executive, Promoter
Matthew Hartman	Director, Executive

Issuer details

Industry: Pooled Investment Fund (See others in industry)

Address:

320 7th Ave #170
Brooklyn, NY, 11215