City Finance Co II LLC Amends Form D/A, Confirms 3(c)(7) Status

TL;DR

**City Finance Co II LLC just confirmed its 3(c)(7) status, meaning it's for big-money investors only.**

AI Summary

City Finance Co II LLC, a Delaware-incorporated company, filed an amended Form D/A on March 24, 2026, updating its notice of exempt offering. This amendment specifically indicates that the company operates under Section 3(c)(7) of the Investment Company Act, meaning it caters to highly sophisticated investors. For shareholders, this clarifies the company's regulatory status and target investor base, suggesting it's not subject to the same public disclosure requirements as a typical investment company, which could impact transparency.

Why It Matters

This filing clarifies City Finance Co II LLC's regulatory status as an investment company exempt under Section 3(c)(7), meaning it's for qualified purchasers and not subject to typical public investment company regulations.

Risk Assessment

Risk Level: low — This is an administrative amendment clarifying regulatory status, not indicating a new offering or significant operational change.

Analyst Insight

Investors should note that City Finance Co II LLC is structured for qualified purchasers, meaning it's not a publicly traded investment fund and has different regulatory oversight. This filing doesn't directly impact public market investors unless they are considering private investment opportunities with the company.

Key Numbers

• 0000935836-26-000168 — SEC Accession No. (unique identifier for this specific filing)
• 021-190790 — File No. (SEC file number for the offering)
• 26785872 — Film No. (SEC film number for the filing)

Key Players & Entities

• City Finance Co II LLC (company) — the filer of the D/A form
• 0001567648 (company) — CIK of City Finance Co II LLC
• Delaware (company) — state of incorporation for City Finance Co II LLC
• March 24, 2026 (date) — filing and acceptance date of the D/A form

Forward-Looking Statements

• City Finance Co II LLC will continue to operate as an investment vehicle for qualified purchasers. (City Finance Co II LLC) — high 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) — 7KB
• 0000935836-26-000168.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   City Finance Co II LLC Jurisdiction of Incorporation/Organization DELAWARE   Year of Incorporation/Organization Over Five Years Ago Within Last Five Years (Specify Year)   Yet to Be Formed           2. Principal Place of Business and Contact Information Name of Issuer   City Finance Co II LLC Street Address 1 Street Address 2   1995 BROADWAY   10TH FLOOR   NEW YORK   NEW YORK     10023   212-373-6160   3. Related Persons Last Name First Name Middle Name Prana Real Estate Finance LLC - Street Address 1 Street Address 2   1995 Broadway, 10th Floor       New York   NEW YORK   10023   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) LLC Manager Last Name First Name Middle Name Prana Holding Company, LLC - Street Address 1 Street Address 2   500 Washington Street, Suite 400       San Francisco   CALIFORNIA   94111   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Manager of Prana Real Estate Finance LLC, Manager Last Name First Name Middle Name McCracken Kurt C. Street Address 1 Street Address 2   1995 Broadway, 10th Floor       New York   NEW YORK   10023   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Last Name First Name Middle Name McKinnon Neil C. Street Address 1 Street Address 2   500 Washington Street, Suite 400       San Francisco   CALIFORNIA   94111   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   2014-01-23   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) Promissory Notes     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 $   200000 USD 12. Sales Compensation Recipient   Recipient CRD Number None     (Associated) Broker or Dealer None (As

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