Form D · Venture Capital Fund

KEY Investment Partners Fund II LP

Denver, CO · CIK 0001941711

Offering snapshot reported Sep 5, 2024 · SEC filing

Reported sold
$9.1M
Offering amount: $100M
Investors reported
32
Form D · investor count
Minimum accepted
$250K
Reported outside-investor minimum
First sale
Sep 8, 2023
As reported in this filing

Fundraising history

Reported sold
Reported amount sold by Form D filing date$0$45.6M$91.2MSep 6, 2022Sep 6, 2023Oct 23, 2023: $91,150,000.00Oct 23, 2023: $9,100,000.00Sep 5, 2024: $9,100,000.00Sep 5, 2024

Dates are filing dates, not cash receipt dates. Decreases are reported revisions, not evidence of withdrawals. Separate offering histories are not added together.

What changed?

Latest filing versus its linked predecessor, where available.

  • Reported investors0 → 32

Filing history

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FiledFiling typeReported soldChange vs linked filingInvestorsSource
Sep 5, 2024Amendment$9,100,000No comparison32SEC filing
Oct 23, 2023Amendment$91,150,000No comparison32SEC filing
Oct 23, 2023Amendment$9,100,000No comparison32SEC filing
Sep 6, 2023AmendmentYet to sellNo comparison0SEC filing
Sep 6, 2022InitialYet to sellNo comparison0SEC filing

Offering details

Securities
Equity, Pooled investment fund
Exemptions
3C.1, 06b, 3C
Duration over one year
Yes
Business combination
No
Sales commissions
$0
Finders' fees
$46.5K (estimated)
Form D file number
021-458091
Between 1.5% and 2% capital raised from placements by Hatteras Capital Distributors will be paid to them as commission. Other engaged placement agents are listed on Item 12. No placements have been made by those agents so no commissions are due.

Sales compensation recipients

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RecipientCRDAssociated broker-dealer
Hatteras Capital Distributors, LLC143365Michael F. Lee · CRD 5678514
Pickwick Capital Partners, LLC130672 · CRD 0
Umergence LLC284368 · CRD 0

Source: Form D, filed Sep 5, 2024. 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

KEY INVESTMENT PARTNERS FUND II LP

Investment adviser: KEY INVESTMENT PARTNERS LLC

Gross asset value
$10.9M
Beneficial owners
32
ADV minimum commitment
$250K

Reported in Form ADV on Mar 25, 2026. Fund assets and beneficial owners measure different things from Form D sales and investors.

Service providers

Fund administrator PIEDMONT FUND SERVICES, INC. HERNDON, Virginia, United States Investor statements: Yes (provided to all investors) Related to adviser: No
Auditor CROWE LLP CHICAGO, Illinois, United States
Custodian FVCBANK FAIRFAX, Virginia, United States Related to adviser: No
Marketer CAMDEN FINANCIAL SERVICES KELLER, Texas, United States Related to adviser: No
Marketer PICKWICK CAPITAL PARTNERS, LLC WHITE PLAINS, New York, United States Related to adviser: No
Marketer UMERGENCE LLC PLANTSVILLE, Connecticut, United States Related to adviser: No
Marketer YOUNG AMERICA CAPITAL, LLC MAMARONECK, 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
Yes

CROWE LLP
PCAOB 173

CAMDEN FINANCIAL SERVICES
CRD 19925 · SEC 8-37303

PICKWICK CAPITAL PARTNERS, LLC
CRD 130672 · SEC 8-66373

UMERGENCE LLC
CRD 284368 · SEC 8-69801

YOUNG AMERICA CAPITAL, LLC
CRD 150443 · SEC 8-68260

Filing source

Form ADV 2052296 · Mar 25, 2026 · Schedule D 7.B.(1), fund 805-3888664376

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

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
NameReported role
Tiberio I. Erdely, Iii Executive
Alexander Peter Karabas Executive
Jordan Youkilis Executive

Issuer details

Industry: Pooled Investment Fund (See others in industry)

Address:
1550 Larimer St, Ste 1084
Denver, CO, 80202