Form D · Other Investment Fund

Deepwater SPV II LP

Minneapolis, MN · CIK 0002026255

Offering snapshot reported Jun 5, 2026 · SEC filing

Reported sold: $21.3M
Investors reported: 37
Minimum accepted: $0
First sale: May 10, 2024

Fundraising history

Reported sold

Dates are filing dates, not cash receipt dates. Decreases are reported revisions, not evidence of withdrawals. Separate offering histories are not added together.

What changed?

Latest filing versus its linked predecessor, where available.

Reported sold$6,262,500 → $21,262,500
Reported investors36 → 37

Filing history

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Filed	Filing type	Reported sold	Change vs linked filing	Investors	Source
Jun 5, 2026	Amendment	$21,262,500	$15,000,000vs Jun 6, 2025	37	SEC filing
Jun 6, 2025	Amendment	$6,262,500	-$5,000vs Jun 7, 2024	36	SEC filing
Jun 7, 2024	Initial	$6,267,500	No comparison	36	SEC filing

Offering details

Securities: Equity, Pooled investment fund
Exemptions: 06b, 3C, 3C.7
Duration over one year: Yes
Business combination: No

Sales commissions: $0 (estimated)
Finders' fees: $300K (estimated)
Form D file number: 021-515420

The recipient listed in Item 12 is paid an amount equal to a percentage of the invested capital attributable to certain assets under management.

Sales compensation recipients

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Recipient	CRD	Associated broker-dealer
FORGE SECURITIES LLC	000134596

Source: Form D, filed Jun 5, 2026. Minimum accepted may differ from a standard advertised minimum.

Fund connections

The linked fund shows its most recently reported ADV details.

Matched by reported Form D file number

DEEPWATER SPV II LP

Investment adviser: DEEPWATER ASSET MANAGEMENT, LLC

Gross asset value: $62.8M
Beneficial owners: 37
ADV minimum commitment: $500K

Reported in Form ADV on Aug 12, 2026. Fund assets and beneficial owners measure different things from Form D sales and investors.

Service providers

Fund administrator ADURO ADVISORS SAN FRANCISCO, California, United States Investor statements: Yes (provided to all investors) Related to adviser: No

Auditor RSM NEW YORK, New York, United States

Custodian J.P. MORGAN SECURITIES LLC NEW YORK, New York, United States Related to adviser: No

Provider details

Annual audit: Yes
Prime brokers: No
Custodians: Yes
Administrator other than the adviser: Yes
External marketing: No

RSM
PCAOB 49

J.P. MORGAN SECURITIES LLC
SEC 8-35008

Filing source

Form ADV 2125168 · Aug 12, 2026 · Schedule D 7.B.(1), fund 805-2525568016

Official IAPD profile (latest public filing). Values are the most recently reported in our imported data; the public profile may show a newer filing.

People & organizations

Current and past Form D appearances. These existing records do not establish a person's current role or uniquely identify them across issuers.

People and organizations reported in Form D filings
Name	Reported role
Doug Clinton	Executive
Deepwater Asset Management, Llc	Executive, Promoter
Deepwater Spv Gp Llc	Executive, Promoter
Gene Munster	Executive
Andrew Murphy	Executive
Michael Olson	Executive
Joseph Robillard	Executive

Issuer details

Industry: Pooled Investment Fund (See others in industry)

Address:

21 N. Third Street #250
Minneapolis, MN, 55401