VALOR MINING CREDIT PARTNERS II Files Exempt Offering Notice

TL;DR

**VALOR MINING CREDIT PARTNERS II just filed a D, signaling a private capital raise under 3(c)(7).**

AI Summary

VALOR MINING CREDIT PARTNERS II, L.P. filed a Form D on March 23, 2026, indicating a notice of exempt offering of securities. This filing specifically notes that the company operates under Section 3(c)(7) of the Investment Company Act, meaning it is a private investment fund that sells securities only to qualified purchasers. For investors, this matters because it signals that the company is raising capital from a select group of sophisticated investors, which can be a positive indicator of growth potential, but also means its financial details are not publicly disclosed like those of a typical public company.

Why It Matters

This filing indicates VALOR MINING CREDIT PARTNERS II, L.P. is raising capital from qualified purchasers, suggesting potential growth or expansion plans, but also limited public transparency.

Risk Assessment

Risk Level: medium — The risk is medium because while a capital raise can be positive, the lack of public disclosure for a 3(c)(7) fund means less transparency for general investors.

Analyst Insight

An investor should understand that this filing indicates a private fund raising capital from sophisticated investors, meaning public financial data will be limited. This is not directly actionable for public stock investors but provides insight into private market activity.

Key Numbers

• 2026-03-23 — Filing Date (the date the Form D was filed and accepted by the SEC)
• 17:12:57 — Accepted Time (the specific time the filing was accepted on March 23, 2026)
• 021-577392 — File No. (the SEC file number associated with this offering)
• 26783220 — Film No. (the film number for this specific filing)
• 516-363-2004 — Phone Number (the business phone number for VALOR MINING CREDIT PARTNERS II, L.P.)

Key Players & Entities

• VALOR MINING CREDIT PARTNERS II, L.P. (company) — the filer of the Form D
• 0002123156 (company) — the CIK of the filer
• DE (company) — state of incorporation for the filer
• 414736740 (company) — EIN of the filer
• 921 PORT WASHINGTON BLVD, SUITE 8 PORT WASHINGTON NY 11050 (company) — mailing and business address of the filer

Forward-Looking Statements

• VALOR MINING CREDIT PARTNERS II, L.P. will continue to raise capital privately from qualified purchasers. (VALOR MINING CREDIT PARTNERS II, L.P.) — high confidence, target: 2027-03-23

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) — 10KB
• 0002123156-26-000002.txt ( ) — 11KB

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   VALOR MINING CREDIT PARTNERS II, L.P. Jurisdiction of Incorporation/Organization DELAWARE   Year of Incorporation/Organization Over Five Years Ago Within Last Five Years (Specify Year) 2026 Yet to Be Formed           2. Principal Place of Business and Contact Information Name of Issuer   VALOR MINING CREDIT PARTNERS II, L.P. Street Address 1 Street Address 2   921 PORT WASHINGTON BLVD, SUITE 8     PORT WASHINGTON   NEW YORK     11050   (516) 363-2004   3. Related Persons Last Name First Name Middle Name Breakwall VMP II GP, L.P. n/a Street Address 1 Street Address 2   921 Port Washington Blvd., Suite 8       Port Washington   NEW YORK   11050   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) General Partner of Issuer (the "GP") Last Name First Name Middle Name Breakwall GP LLC n/a Street Address 1 Street Address 2   921 Port Washington Blvd., Suite 8       Port Washington   NEW YORK   11050   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) General Partner of the GP (the "Upper GP") Last Name First Name Middle Name Breakwall Investment Advisor LLC n/a Street Address 1 Street Address 2   921 Port Washington Blvd., Suite 8       Port Washington   NEW YORK   11050   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Investment Advisor of the Issuer Last Name First Name Middle Name Abbate Christopher Street Address 1 Street Address 2   921 Port Washington Blvd., Suite 8       Port Washington   NEW YORK   11050   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Managing Partner and Co-CEO of the Upper GP Last Name First Name Middle Name Brodsky Jamie Street Address 1 Street Address 2   921 Port Washington Blvd. Suite 8       Port Washington   NEW YORK   11050   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Managing Partner and Co-CEO of the Upper GP Last Name First Name Middle Name Flannery Daniel Street Address 1 Street Address 2   921 Port Washington Blvd. Suite 8       Port Washington   NEW YORK   11050   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Managing Partner and President of the Upper GP Last Name First Name Middle Name Springs Amy Street Address 1 Street Address 2   921 Port Washington Blvd. Suite 8       Port Washington   NEW YORK   11050   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Managing Director, General Counsel and Chief Compliance Officer of the Upper GP 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

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View this D filing on SEC EDGAR