PRIME GENESIS II PE SECONDARIES FUND SCSP Files Exempt Offering (3c7)

TL;DR

**PRIME GENESIS II PE SECONDARIES FUND SCSP just filed a Form D for an exempt offering, targeting qualified purchasers.**

AI Summary

PRIME GENESIS II PE SECONDARIES FUND SCSP filed a Form D on March 24, 2026, indicating an exempt offering of securities. This filing specifically notes the fund operates under Section 3(c)(7) of the Investment Company Act, meaning it's a private investment fund for qualified purchasers. For investors, this matters because it signals the fund is raising capital from sophisticated investors, which can be a positive sign of institutional interest, but also means it's not accessible to the general public.

Why It Matters

This filing indicates PRIME GENESIS II PE SECONDARIES FUND SCSP is raising capital from qualified purchasers, signaling activity in the private investment space.

Risk Assessment

Risk Level: low — A Form D filing for an exempt offering generally carries low direct risk to existing public shareholders as it pertains to private capital raising.

Analyst Insight

Investors should note this filing indicates a private fund raising capital from qualified purchasers, which doesn't directly impact public market trading but shows activity in the private equity secondaries market.

Key Players & Entities

• PRIME GENESIS II PE SECONDARIES FUND SCSP (company) — the filer of the Form D
• 0002114884 (company) — the CIK (Central Index Key) for the filer
• Luxembourg (company) — the location of the filer's mailing and business address

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
• 0002114884-26-000001.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   PRIME GENESIS II PE SECONDARIES FUND SCSP Jurisdiction of Incorporation/Organization LUXEMBOURG   Year of Incorporation/Organization Over Five Years Ago Within Last Five Years (Specify Year) 2025 Yet to Be Formed           2. Principal Place of Business and Contact Information Name of Issuer   PRIME GENESIS II PE SECONDARIES FUND SCSP Street Address 1 Street Address 2   8, RUE LOU HEMMER     Senningerberg   LUXEMBOURG     L-1748   +352 24 61 60 66 55   3. Related Persons Last Name First Name Middle Name PRIME GENESIS II PE SECONDARIES GP S.A R.L. N/A Street Address 1 Street Address 2   8, rue Lou Hemmer       Senningerberg   LUXEMBOURG   L-1748   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) 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   2026-03-18   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   EVERCORE GROUP L.L.C.   42405 (Associated) Broker or Dealer None (Associated) Broker or Dealer CRD Number None         Street Address 1       Street Address 2 55 EAST 52ND STREET     New York   NEW YORK   10055   13. Offering and Sales Amounts   Total Offering Amount $   USD Indefinite Total Amount Sold $ 486603100 USD Total Remaining to be Sold $   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 offering       Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who al

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