NORTHEAST-PTP SPV FUND II Amends Exempt Offering Notice, Cites 3(c)(1)

TL;DR

**NORTHEAST-PTP SPV FUND II just updated its private fund status, confirming it's exempt from SEC registration under 3(c)(1).**

AI Summary

NORTHEAST-PTP SPV FUND II, LP filed an amended Form D/A on March 24, 2026, updating its Notice of Exempt Offering of Securities. This filing specifically indicates that the fund operates under Section 3(c)(1) of the Investment Company Act, meaning it is exempt from registration as an investment company because it has fewer than 100 investors and does not make a public offering. This matters to potential investors because it clarifies the fund's regulatory status and its exemption from certain SEC oversight, which can influence its operational flexibility and disclosure requirements.

Why It Matters

This filing clarifies NORTHEAST-PTP SPV FUND II, LP's regulatory status, indicating it's a private fund exempt from certain SEC regulations, which impacts its transparency and investor base.

Risk Assessment

Risk Level: medium — Operating under a 3(c)(1) exemption means less public disclosure and oversight compared to registered investment companies, which can increase risk for investors due to reduced transparency.

Analyst Insight

Investors should understand that NORTHEAST-PTP SPV FUND II, LP's 3(c)(1) exemption means less public information is available, requiring more due diligence for those considering investment.

Key Numbers

• 0001917141 — CIK (Unique identifier for NORTHEAST-PTP SPV FUND II, LP with the SEC.)
• 870861699 — EIN (Employer Identification Number for NORTHEAST-PTP SPV FUND II, LP.)
• 021-438169 — File No. (The SEC file number associated with this offering.)
• 26785321 — Film No. (The film number for the SEC filing.)
• 1231 — Fiscal Year End (The month and day NORTHEAST-PTP SPV FUND II, LP's fiscal year ends.)

Key Players & Entities

• NORTHEAST-PTP SPV FUND II, LP (company) — the filer of the D/A form
• 0001917141 (dollar_amount) — the CIK (Central Index Key) of the filer
• 2026-03-24 (date) — the filing and acceptance date of the D/A form
• 475 5TH AVENUE SUITE 1501 NEW YORK NY 10017 (location) — the mailing and business address of the filer

Forward-Looking Statements

• NORTHEAST-PTP SPV FUND II, LP will continue to operate as a private fund, relying on its 3(c)(1) exemption. (NORTHEAST-PTP SPV FUND II, LP) — high confidence, target: 2027-03-24
• The fund will likely maintain its current investor base below 100 to retain its 3(c)(1) exemption. (NORTHEAST-PTP SPV FUND II, LP) — medium confidence, target: 2027-03-24

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
• 0001917141-26-000001.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   NORTHEAST-PTP SPV FUND II, LP Jurisdiction of Incorporation/Organization DELAWARE   Year of Incorporation/Organization Over Five Years Ago Within Last Five Years (Specify Year) 2021 Yet to Be Formed           2. Principal Place of Business and Contact Information Name of Issuer   NORTHEAST-PTP SPV FUND II, LP Street Address 1 Street Address 2   475 5TH AVENUE   SUITE 1501   NEW YORK   NEW YORK     10017   212-444-2362   3. Related Persons Last Name First Name Middle Name NorthEast - PTP SPV Fund II GP, LLC . Street Address 1 Street Address 2   135 Crossways Park Drive     Suite 404   Woodbury   NEW YORK   11797   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) General Partner of the Issuer Last Name First Name Middle Name Platform Technology Partners LLC d/b/a Northeast Private Wealth Management . Street Address 1 Street Address 2   135 Crossways Park Drive     Suite 404   Woodbury   NEW YORK   11797   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Investment Manager of the Issuer Last Name First Name Middle Name Filone Jeffrey Street Address 1 Street Address 2   135 Crossways Park Drive     Suite 404   Woodbury   NEW YORK   11797   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Manager of the General Partner of the Issuer Last Name First Name Middle Name Van Roten Patrick Street Address 1 Street Address 2   135 Crossways Park Drive     Suite 404   Woodbury   NEW YORK   11797   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   2021-07-15   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 accepte

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