Dark PoolEvent Tuesday, June 2, 2026Analyzed

Apex Tech Growth Partners II, LLC

Neutral

Summary

Apex Tech Growth Partners II, LLC, a Delaware LLC formed in 2024, filed a Form D initial notice on 2026-06-02 to raise $1.0M in Class A Units under Rule 506(b) of Regulation D. The offering has not yet commenced (first sale date yet to occur) and is limited to a duration of less than one year. The issuer, based in Knoxville, TN, is led by Jonathan Simmons (Executive Officer and Director), and the filing indicates no business combination transaction. The $1.0M raise is modest for the Investing sector, suggesting an early-stage fund or investment vehicle targeting accredited investors without general solicitation.

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Full Analysis

### Executive Summary Apex Tech Growth Partners II, LLC, a Delaware LLC formed in 2024, filed a Form D initial notice on 2026-06-02 to raise $1.0M in Class A Units under Rule 506(b) of Regulation D. The offering has not yet commenced (first sale date yet to occur) and is limited to a duration of less than one year. The issuer, based in Knoxville, TN, is led by Jonathan Simmons (Executive Officer and Director), and the filing indicates no business combination transaction. The $1.0M raise is modest for the Investing sector, suggesting an early-stage fund or investment vehicle targeting accredited investors without general solicitation. ### Investor Edge Monitor whether this fund closes at the full $1.0M and whether subsequent Form D/A amendments increase the target or add investors. The lack of a first sale date means the offering is still in marketing phase; any delay beyond one year would require a new filing. Watch for any future filings by Apex Tech Growth Partners I or related entities to gauge track record. ### Sector capital positioning This small-scale private placement in the Investing sector reflects continued formation of niche investment vehicles, likely focused on tech growth. The $1.0M target is below typical fund minimums, indicating a seed-stage or sidecar fund. Capital flows into private investment funds remain steady as institutional and accredited investors seek alternative assets, but this amount is too small to signal broader sector momentum. ### Convergence Signals No direct convergence signals are evident from the filing. The issuer's name 'Apex Tech Growth Partners II' suggests a follow-on fund (II), but no prior fund filings or public signals (patents, contracts, legislation) are referenced. The Knoxville, TN location and 2024 incorporation imply a nascent operation with limited public footprint. ### Key Takeaways - Apex Tech Growth Partners II, LLC is raising $1.0M in Class A Units under Rule 506(b) with no general solicitation. - The offering has not yet begun (first sale date is future) and must close within one year. - Jonathan Simmons is the sole named executive officer and director; no other related persons are listed. ### Risk Indicators & Flags No red flags in the filing: it is a clean initial Form D with no amendments, no business combination, and no use of proceeds to insiders disclosed. However, the small raise and lack of track record for a 'Partners II' entity warrant caution. The issuer's revenue is declined to disclose, which is common for early-stage funds. ### Verification & References All data is directly from the SEC Form D filing (Accession No. 000149315226026788). The issuer's CIK (0002045281) and entity name are verifiable on EDGAR. The exemption claimed (Rule 506(b)), security type (Class A Units), and offering amount ($1.0M) are explicitly stated in the XML. No investors or non-accredited investor counts are disclosed, as the offering has not yet started.

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