TPG RC II Amends Form D/A, Confirms 3(c)(7) Exempt Status

TL;DR

**TPG RC II is a private fund for rich investors, not a public one.**

AI Summary

TPG RC II Private Investors, LLC filed an amended Form D/A on March 24, 2026, updating their Notice of Exempt Offering of Securities. This amendment specifically indicates that the company operates under Section 3(c)(7) of the Investment Company Act, meaning it is a private investment fund whose investors are primarily "qualified purchasers." This matters to potential investors because it confirms TPG RC II is structured to avoid registration as a public investment company, limiting its investor base to sophisticated, high-net-worth individuals or institutions and suggesting a focus on private, less liquid investments.

Why It Matters

This filing clarifies TPG RC II Private Investors, LLC's legal structure as a private fund, which means it's not subject to the same regulatory oversight as public funds and is only open to very wealthy investors.

Risk Assessment

Risk Level: medium — While the 3(c)(7) exemption reduces regulatory burden, it also means less public disclosure and oversight compared to registered funds, which can imply higher risk for those not considered 'qualified purchasers'.

Analyst Insight

An investor should understand that TPG RC II Private Investors, LLC is a private fund not accessible to the general public and is likely focused on alternative investments, requiring a 'qualified purchaser' status to invest.

Key Numbers

• 021-577383 — File No. (SEC file number for the offering)
• 26784590 — Film No. (SEC film number for the filing)

Key Players & Entities

• TPG RC II Private Investors, LLC (company) — the filer of the D/A amendment
• 0002122387 (company) — CIK of the filer
• 270 PARK AVENUE NEW YORK NY 10017 (company) — mailing and business address of the filer
• 2026-03-24 (date) — filing and acceptance date of the D/A
• Section 3(c)(7) (other) — exemption under the Investment Company Act

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/A)
• primary_doc.xml (D/A) — 8KB
• 0000905148-26-001425.txt ( ) — 9KB

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   TPG RC II Private Investors, LLC Jurisdiction of Incorporation/Organization DELAWARE   Year of Incorporation/Organization Over Five Years Ago Within Last Five Years (Specify Year) 2024 Yet to Be Formed           2. Principal Place of Business and Contact Information Name of Issuer   TPG RC II Private Investors, LLC Street Address 1 Street Address 2   270 Park Avenue     New York   NEW YORK     10017   212-834-4223   3. Related Persons Last Name First Name Middle Name J.P. Morgan Private Investments Inc. n/a Street Address 1 Street Address 2   270 Park Avenue       New York   NEW YORK   10017   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Administrator of the Issuer Last Name First Name Middle Name Cellier Grant Street Address 1 Street Address 2   Walkers Corporate Limited     190 Elgin Avenue   George Town, Grand Cayman   CAYMAN ISLANDS   KY1-9008   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Member, Board of Managers Last Name First Name Middle Name Meschi Robert Street Address 1 Street Address 2   Walkers Corporate Limited     190 Elgin Avenue   George Town, Grand Cayman   CAYMAN ISLANDS   KY1-9008   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Member, Board of Managers 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   2025-09-30   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 $   250000 USD 12. Sales Compensation Recipient   Recipient CRD Number None   J.P. Morgan Securities LLC   79 (Associated) Broker or Dealer None (Associated) Broker or Dealer CRD Number None         Street Address 1       Street Address 2 270 Park Avenue     New York   NEW YORK   10179   13. Offering and

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View this D/A filing on SEC EDGAR