Soma Capital Opportunity Fund II Files Exempt Offering (Form D)

TL;DR

**Soma Capital Opportunity Fund II is raising money via an exempt offering.**

AI Summary

Soma Capital Opportunity Fund II, LP, a Delaware-incorporated entity, filed a Form D on March 23, 2026, indicating an exempt offering of securities. This filing signals that the fund is raising capital from investors without having to register the offering with the SEC, likely targeting accredited investors under Section 3(c)(1) or 3(c)(7) of the Investment Company Act. For investors, this means Soma Capital is actively seeking to grow its investment pool, which could lead to new investments and potentially impact the performance of its portfolio companies, though the filing itself doesn't disclose specific investment targets or amounts.

Why It Matters

This filing indicates Soma Capital Opportunity Fund II, LP is raising capital, which could fuel new investments and potentially impact the companies it invests in.

Risk Assessment

Risk Level: low — A Form D filing is a notice of an exempt offering and does not inherently carry significant direct risk to public investors, as it's typically for private placements.

Analyst Insight

Investors should note that Soma Capital Opportunity Fund II, LP is actively raising capital, which could lead to future investments in private companies. This filing itself doesn't provide direct actionable insights for public stock trading but signals the fund's growth trajectory.

Key Players & Entities

• Soma Capital Opportunity Fund II, LP (company) — the filer of the Form D
• Delaware (company) — state of incorporation for the filer
• SEC (company) — the regulatory body receiving the filing

FAQ

Key Financial Figures

• $1 — enues   No Aggregate Net Asset Value   $1 - $1,000,000 $1 - $5,000,000   $1,000,
• $1,000,000 — No Aggregate Net Asset Value   $1 - $1,000,000 $1 - $5,000,000   $1,000,001 - $5,000,
• $5,000,000 — Net Asset Value   $1 - $1,000,000 $1 - $5,000,000   $1,000,001 - $5,000,000   $5,000,001
• $1,000,001 — e   $1 - $1,000,000 $1 - $5,000,000   $1,000,001 - $5,000,000   $5,000,001 - $25,000,000
• $5,000,001 — $5,000,000   $1,000,001 - $5,000,000   $5,000,001 - $25,000,000 $5,000,001 - $25,000,000
• $25,000,000 — $1,000,001 - $5,000,000   $5,000,001 - $25,000,000 $5,000,001 - $25,000,000   $25,000,001
• $25,000,001 — $25,000,000 $5,000,001 - $25,000,000   $25,000,001 - $50,000,000 $25,000,001 - $100,000,0
• $50,000,000 — 5,000,001 - $25,000,000   $25,000,001 - $50,000,000 $25,000,001 - $100,000,000   $50,000,0
• $100,000,000 — 25,000,001 - $50,000,000 $25,000,001 - $100,000,000   $50,000,001 - $100,000,000   Over $1
• $50,000,001 — 0,000,000 $25,000,001 - $100,000,000   $50,000,001 - $100,000,000   Over $100,000,000   O

Filing Documents

• primary_doc.html (D)
• primary_doc.xml (D) — 7KB
• 0001231919-26-000267.txt ( ) — 8KB

From the Filing

Form D FORM D Notice of Exempt Offering of Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. OMB APPROVAL OMB Number: 3235-0076 Estimated Average burden hours per response: 4.0 1. Issuer's Identity CIK (Filer ID Number) Previous Name(s) None Entity Type Corporation Limited Partnership   Limited Liability Company   General Partnership   Business Trust Other   Name of Issuer   Soma Capital Opportunity Fund II, LP Jurisdiction of Incorporation/Organization DELAWARE   Year of Incorporation/Organization Over Five Years Ago Within Last Five Years (Specify Year) 2025 Yet to Be Formed           2. Principal Place of Business and Contact Information Name of Issuer   Soma Capital Opportunity Fund II, LP Street Address 1 Street Address 2   5959 COLLINS AVENUE, SUITE 1402     MIAMI BEACH   FLORIDA     33140 3. Related Persons Last Name First Name Middle Name Soma Opportunity Fund II Partners LLC n/a Street Address 1 Street Address 2   5959 COLLINS AVENUE, SUITE 1402       Miami Beach   FLORIDA   33140   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) General Partner of the Issuer Last Name First Name Middle Name Soma Capital Management LLC n/a Street Address 1 Street Address 2   5959 COLLINS AVENUE, SUITE 1402       Miami Beach   FLORIDA   33140   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Management Company of the Issuer Last Name First Name Middle Name Ranadive Aneel Street Address 1 Street Address 2   5959 COLLINS AVENUE, SUITE 1402       Miami Beach   FLORIDA   33140   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Manager of the General Partner of the Issuer 4. Industry Group   Agriculture Banking & Financial Services     Commercial Banking     Insurance   Investing     Investment Banking     Pooled Investment Fund Hedge Fund Other Investment Fund Private Equity Fund Venture Capital Fund *Is the issuer registered as an investment company under the Investment Company Act of 1940? Yes  No   Other Banking & Financial Services   Business Services Energy     Coal Mining     Electric Utilities     Energy Conservation     Environmental Services     Oil & Gas     Other Energy Health Care     Biotechnology     Health Insurance     Hospitals & Physicians     Pharmaceuticals     Other Health Care                         Manufacturing Real Estate   Commercial   Construction   REITS & Finance   Residential Other Real Estate   Retailing Restaurants Technology   Computers   Telecommunications   Other Technology Travel   Airlines & Airports   Lodging & Conventions   Tourism & Travel Services   Other Travel Other        5. Issuer Size Revenue Range Aggregate Net Asset Value Range No Revenues   No Aggregate Net Asset Value   $1 - $1,000,000 $1 - $5,000,000   $1,000,001 - $5,000,000   $5,000,001 - $25,000,000 $5,000,001 - $25,000,000   $25,000,001 - $50,000,000 $25,000,001 - $100,000,000   $50,000,001 - $100,000,000   Over $100,000,000   Over $100,000,000   Decline to Disclose   Decline to Disclose   Not Applicable   Not Applicable   6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply) Rule 504(b)(1) (not (i), (ii) or (iii)) Rule 506(b)         Rule 504 (b)(1)(i) Rule 506(c) Rule 504 (b)(1)(ii) Securities Act Section 4(a)(5) Rule 504 (b)(1)(iii) Investment Company Act Section 3(c) Section 3(c)(1) Section 3(c)(9) Section 3(c)(2) Section 3(c)(10) Section 3(c)(3) Section 3(c)(11) Section 3(c)(4) Section 3(c)(12) Section 3(c)(5) Section 3(c)(13) Section 3(c)(6) Section 3(c)(14) Section 3(c)(7)     7. Type of Filing   New Notice Date of First Sale   2025-11-20   First Sale Yet to Occur   Amendment     8. Duration of Offering Does the Issuer intend this offering to last more than one year?   Yes   No     9. Type(s) of Securities Offered (select all that apply) Pooled Investment Fund Interests Equity Tenant-in-Common Securities Debt Mineral Property Securities Option, Warrant or Other Right to Acquire Another Security Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)       10. Business Combination Transaction Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?   Yes   No Clarification of Response (if Necessary)       11. Minimum Investment Minimum investment accepted from any outside investor $   0 USD 12. Sales Compensation Recipient   Recipient CRD Number None     (Associated) Broker or Dealer None (Associated) Broker or Dealer CRD Number  None     Street Address 1 Street Address 2             13. Offering and Sales Amounts   Total Offering Amount $ 7499880 USD Indefinite Total Amoun

View Full Filing

View this D filing on SEC EDGAR