GoldWaves Fund II Files Exempt Offering, Signals Capital Raise

TL;DR

**GoldWaves Fund II is raising money through an exempt offering.**

AI Summary

GoldWaves Fund II, L.P. filed a Form D on March 24, 2026, indicating an exempt offering of securities. This filing, under CIK 0002122100, signals that the fund is raising capital without having to register with the SEC, likely targeting accredited investors. For existing or potential investors, this means the fund is actively seeking new investments, which could lead to growth in its portfolio and potentially higher returns, but also implies less public disclosure compared to registered offerings.

Why It Matters

This filing indicates GoldWaves Fund II, L.P. is raising capital, which could fuel new investments and growth, but also means less regulatory oversight for this specific offering.

Risk Assessment

Risk Level: medium — Exempt offerings typically involve less public disclosure, meaning investors have access to less information compared to registered offerings.

Analyst Insight

An investor should recognize that GoldWaves Fund II, L.P. is actively raising capital through an exempt offering, which means less public information is available compared to a registered offering. Further due diligence would be required to understand the terms and potential impact on existing investments.

Key Players & Entities

• GoldWaves Fund II, L.P. (company) — the filer of the Form D
• 0002122100 (company) — the CIK (Central Index Key) for GoldWaves Fund II, L.P.
• 2026-03-24 (date) — the filing and acceptance date of the Form D
• DE (company) — State of Incorporation for GoldWaves Fund II, L.P.

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) — 7KB
• 0002122100-26-000002.txt ( ) — 8KB

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   GoldWaves Fund 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   GoldWaves Fund II, L.P. Street Address 1 Street Address 2   16237 ROSELEAF LANE     LOS GATOS   CALIFORNIA     95032   (408) 213-6097   3. Related Persons Last Name First Name Middle Name GoldWaves Fund II GP, LLC a Delaware limited liability company Street Address 1 Street Address 2   16237 ROSELEAF LANE       LOS GATOS   CALIFORNIA   95032   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) General Partner of Issuer Last Name First Name Middle Name Zhang Jonathan Street Address 1 Street Address 2   16237 ROSELEAF LANE       LOS GATOS   CALIFORNIA   95032   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Manager of General Partner of Issuer Last Name First Name Middle Name Ouyang Justin Street Address 1 Street Address 2   16237 ROSELEAF LANE       LOS GATOS   CALIFORNIA   95032   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Manager of General Partner of 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       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 $   USD Indefinite Total Amount Sold $ 0 USD Total Remaining to be Sold $   USD Indefinite Clar

View Full Filing

View this D filing on SEC EDGAR