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

TL;DR

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

AI Summary

TPG RC II Private Investors Offshore, L.P. filed an amended Form D/A on March 24, 2026, updating their Notice of Exempt Offering of Securities. This amendment specifically indicates that the fund operates under Section 3(c)(7) of the Investment Company Act, meaning it is exempt from registration because it sells only to 'qualified purchasers.' This matters to investors because it confirms the fund's strategy of targeting sophisticated, high-net-worth individuals or institutions, which implies a certain risk profile and regulatory environment for the fund, rather than being accessible to the general public.

Why It Matters

This filing clarifies TPG RC II Private Investors Offshore, L.P.'s regulatory status, indicating it's a private fund for 'qualified purchasers' and not subject to the same public reporting requirements as registered investment companies.

Risk Assessment

Risk Level: medium — Funds operating under Section 3(c)(7) are exempt from certain SEC regulations, which can mean less transparency for even qualified purchasers, though they are presumed to be sophisticated enough to assess the risks.

Analyst Insight

Investors considering TPG RC II Private Investors Offshore, L.P. should understand that it is a private fund for 'qualified purchasers' and will not have the same level of public disclosure as a registered investment company, requiring more due diligence.

Key Numbers

• 0000905148-26-001426 — SEC Accession No. (unique identifier for this specific filing)
• 2026-03-24 — Filing Date (date the D/A amendment was filed and accepted)
• 0002122386 — CIK (Central Index Key for TPG RC II Private Investors Offshore, L.P.)

Key Players & Entities

• TPG RC II Private Investors Offshore, L.P. (company) — the filer of the D/A amendment
• WALKERS CORPORATE LIMITED (company) — mailing address provider for the filer
• 270 PARK AVENUE NEW YORK NY 10017 (dollar_amount) — business address of the filer

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) — 9KB
• 0000905148-26-001426.txt ( ) — 10KB

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 Cayman Islands exempted limited partnership   Name of Issuer   TPG RC II Private Investors Offshore, L.P. Jurisdiction of Incorporation/Organization CAYMAN ISLANDS   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 Offshore, L.P. Street Address 1 Street Address 2   Walkers Corporate Limited   190 Elgin Avenue   George Town, Grand Cayman   CAYMAN ISLANDS     KY1-9008   345-949-0100   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 TPG RC II Private Investors GP, Ltd. n/a 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) General Partner 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)   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)   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 (i

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