Form D · Venture Capital Fund

NightDragon Growth II, L.P.

San Francisco, CA · CIK 0001933753

Offering snapshot reported Jun 3, 2025 · SEC filing

Reported sold
$435M
Indefinite offering
Investors reported
564
Form D · investor count
Minimum accepted
$250K
Reported outside-investor minimum
First sale
Aug 15, 2022
As reported in this filing

Fundraising history

Reported sold
Reported amount sold by Form D filing date$0$218M$435MAug 11, 2022Aug 9, 2023: $228,775,000.00Aug 9, 2023May 6, 2024: $378,203,612.00May 6, 2024Jun 3, 2025: $435,294,444.00Jun 3, 2025

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 sold$378,203,612 → $435,294,444
  • Reported investors514 → 564
  • Minimum accepted$0 → $250,000

Filing history

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FiledFiling typeReported soldChange vs linked filingInvestorsSource
Jun 3, 2025Amendment$435,294,444$57,090,832vs May 6, 2024564SEC filing
May 6, 2024Amendment$378,203,612$149,428,612vs Aug 9, 2023514SEC filing
Aug 9, 2023Amendment$228,775,000No comparison454SEC filing
Aug 11, 2022InitialYet to sellNo comparison0SEC filing

Offering details

Securities
Pooled investment fund
Exemptions
06b, 3C, 3C.7
Duration over one year
Yes
Business combination
No
Sales commissions
$7M (estimated)
Finders' fees
$0
Form D file number
021-455671

Sales compensation recipients

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RecipientCRDAssociated broker-dealer
UBS Financial Services Inc.8174
J.P. Morgan Securities LLC79

Source: Form D, filed Jun 3, 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

NIGHTDRAGON GROWTH II, L.P.

Investment adviser: NIGHTDRAGON MANAGEMENT COMPANY, LLC

Gross asset value
$152M
Beneficial owners
564
ADV minimum commitment
$250K

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 APEX GROUP, LTD EVANSVILLE, Indiana, United States Investor statements: Yes (provided to all investors) Related to adviser: No
Auditor BDO USA, LLP SAN FRANCISCO, California, United States
Marketer CHAMPLAIN ADVISORS, LLC DORADO, Puerto Rico, United States Related to adviser: No
Marketer J.P. MORGAN SECURITIES LLC NEW YORK, New York, United States Related to adviser: No
Marketer UBS FINANCIAL SERVICES INC. NEW YORK, New York, United States Related to adviser: No
Provider details
Annual audit
Yes
Prime brokers
No
Custodians
No
Administrator other than the adviser
Yes
External marketing
Yes

BDO USA, LLP
PCAOB 243

CHAMPLAIN ADVISORS, LLC
CRD 129560 · SEC 8-66233

J.P. MORGAN SECURITIES LLC
CRD 79 · SEC 801-3702

UBS FINANCIAL SERVICES INC.
CRD 8174 · SEC 801-7163

Filing source

Form ADV 2063399 · Mar 27, 2026 · Schedule D 7.B.(1), fund 805-2542128860

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
David G. De Walt Promoter
Kenneth W. Gonzalez Promoter
General Partner Night Dragon Growth Gp Ii, Llc Promoter

Issuer details

Industry: Pooled Investment Fund (See others in industry)

Address:
101 2 Nd Street Suite 1275
San Francisco, CA, 94105