Form D · Venture Capital Fund
Red Cell Incubation Fund II, L.P.
Mclean, VA · CIK 0002076816
Offering snapshot reported Aug 7, 2026 · SEC filing
- Reported sold
- $87M Indefinite offering
- Investors reported
- 32 Form D · investor count
- Minimum accepted
- $0 Reported outside-investor minimum
- First sale
- Aug 8, 2025 As reported in this filing
What changed?
Latest filing versus its linked predecessor, where available.
- Reported investors0 → 32
Filing history
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| Filed | Filing type | Reported sold | Change vs linked filing | Investors | Source |
|---|---|---|---|---|---|
| Aug 7, 2026 | Amendment | $86,985,000 | No comparison | 32 | SEC filing |
| Aug 7, 2025 | Initial | Yet to sell | No comparison | 0 | SEC filing |
Offering details
- Securities
- Pooled investment fund
- Exemptions
- 06b, 3C, 3C.7
- Duration over one year
- No
- Business combination
- No
- Sales commissions
- $155K
- Finders' fees
- $0
- Form D file number
- 021-554057
The broker will be entitled to certain scheduled fees payable by the issuer.
Sales compensation recipients
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| Recipient | CRD | Associated broker-dealer |
|---|---|---|
| Park Lane IBS, LLC | None | Stonehaven, LLC · CRD 118913 |
Source: Form D, filed Aug 7, 2026. 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
RED CELL INCUBATION FUND II, LP
Investment adviser: RED CELL MANAGEMENT, LLC
- Gross asset value
- $60.4M
- Beneficial owners
- 70
- ADV minimum commitment
- $5M
Reported in Form ADV on Mar 24, 2026. Fund assets and beneficial owners measure different things from Form D sales and investors.
Service providers
Provider details
- Annual audit
- Yes
- Prime brokers
- No
- Custodians
- Yes
- Administrator other than the adviser
- Yes
- External marketing
- Yes
WEAVER AND TIDWELL, L.L.P.
PCAOB 410
J.P. MORGAN SECURITIES LLC
SEC 8-35008
Filing source
Form ADV 2076224 · Mar 24, 2026 · Schedule D 7.B.(1), fund 805-3121136314
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.
| Name | Reported role |
|---|---|
| Roger Ferguson | Director |
| N/A Red Cell Incubation Ii Gp, Llc | Director |
| N/A Red Cell Partners, Llc | Director |
| John Tiernan | Executive |
| Grant Verstandig | Director |
Issuer details
Industry: Pooled Investment Fund (See others in industry)
Address:Mclean, VA, 22102