Node Ventures II Files Form D for Exempt Offering, Operates Under 3(c)(1)

TL;DR

**Node Ventures II just filed a Form D, signaling a private capital raise under 3(c)(1) rules.**

AI Summary

Node Ventures II a Series of CGF2021 LLC filed a Form D on March 24, 2026, indicating a notice of an exempt offering of securities. This filing specifically notes that the company operates under Section 3(c)(1) of the Investment Company Act, meaning it is a private investment company with fewer than 100 investors. For investors, this matters because it signals that Node Ventures II is raising capital privately, likely from accredited investors, and is not subject to the same public disclosure requirements as publicly traded companies, which can limit transparency.

Why It Matters

This filing indicates Node Ventures II is raising capital privately, which means less public information is available compared to public companies, impacting transparency for potential investors.

Risk Assessment

Risk Level: medium — The risk is medium because private offerings under 3(c)(1) have less public disclosure, making due diligence more challenging for investors.

Analyst Insight

Smart investors should recognize that this is a private offering, meaning less public information is available. Further due diligence would require direct engagement with Node Ventures II, as public filings will be limited.

Key Players & Entities

• Node Ventures II a Series of CGF2021 LLC (company) — the filer of the Form D
• 0002115084 (company) — the CIK of the filer
• 2026-03-24 (date) — the filing and effectiveness date of the Form D

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) — 6KB
• 0002115084-26-000001.txt ( ) — 7KB

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   Node Ventures II a Series of CGF2021 LLC 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   Node Ventures II a Series of CGF2021 LLC Street Address 1 Street Address 2   2093 PHILADELPHIA PIKE   5885   CLAYMONT   DELAWARE     19703   (360) 946-0604   3. Related Persons Last Name First Name Middle Name Sydecar LLC Street Address 1 Street Address 2   2093 Philadelphia Pike     #5885   Claymont   DELAWARE   19703   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Administrator of the Issuer Last Name First Name Middle Name Sagan Brett Street Address 1 Street Address 2   Sydecar LLC     2093 Philadelphia Pike #5885   Claymont   DELAWARE   19703   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Officer of the Issuer's Administrator 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   2026-03-19   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 $ 162700 USD Indefinite Total Amount Sold $ 162700 USD Total Remaining to be Sold $ 0 USD Indefinite Clarification of Response (if Necessary)      14. Investors Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, Number of such non-accredited investors who already have invested in the off

View Full Filing

View this D filing on SEC EDGAR