The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete. | |||||||||||||||||
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM D Notice of Exempt Offering of Securities |
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1. Issuer's Identity
CIK (Filer ID Number) | Previous Names |
| Entity Type | ||||||||||||
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0001815278 |
Cayman Islands exempted limited partnership | ||||||||||||||
Name of Issuer | |||||||||||||||
Crescendo Preservation & Income Fund II, LP | |||||||||||||||
Jurisdiction of Incorporation/Organization | |||||||||||||||
CAYMAN ISLANDS | |||||||||||||||
Year of Incorporation/Organization | |||||||||||||||
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2. Principal Place of Business and Contact Information
Name of Issuer | |||
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Crescendo Preservation & Income Fund II, LP | |||
Street Address 1 | Street Address 2 | ||
UGLAND HOUSE, PO BOX 309 | |||
City | State/Province/Country | ZIP/PostalCode | Phone Number of Issuer |
GEORGE TOWN | CAYMAN ISLANDS | KY1-1104 | 345 949 8066 |
1. Issuer's Identity
CIK (Filer ID Number) | Previous Names |
| Entity Type | ||||||||||||
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0001815281 |
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Name of Issuer | |||||||||||||||
CPI2 Cayman Feeder, LLC | |||||||||||||||
Jurisdiction of Incorporation/Organization | |||||||||||||||
CAYMAN ISLANDS | |||||||||||||||
Year of Incorporation/Organization | |||||||||||||||
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2. Principal Place of Business and Contact Information
Name of Issuer | |||
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CPI2 Cayman Feeder, LLC | |||
Street Address 1 | Street Address 2 | ||
UGLAND HOUSE, PO BOX 309 | |||
City | State/Province/Country | ZIP/PostalCode | Phone Number of Issuer |
GEORGE TOWN | CAYMAN ISLANDS | KY1-1104 | 345 949 8066 |
1. Issuer's Identity
CIK (Filer ID Number) | Previous Names |
| Entity Type | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
0001815297 |
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Name of Issuer | |||||||||||||||
CPI2 Cayman CTB Feeder, LLC | |||||||||||||||
Jurisdiction of Incorporation/Organization | |||||||||||||||
CAYMAN ISLANDS | |||||||||||||||
Year of Incorporation/Organization | |||||||||||||||
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2. Principal Place of Business and Contact Information
Name of Issuer | |||
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CPI2 Cayman CTB Feeder, LLC | |||
Street Address 1 | Street Address 2 | ||
UGLAND HOUSE, PO BOX 309 | |||
City | State/Province/Country | ZIP/PostalCode | Phone Number of Issuer |
GEORGE TOWN | CAYMAN ISLANDS | KY1-1104 | 345 949 8066 |
3. Related Persons
Last Name | First Name | Middle Name |
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Crescendo CPI2 GP Limited | N/A | |
Street Address 1 | Street Address 2 | |
UGLAND HOUSE, PO BOX 309 | ||
City | State/Province/Country | ZIP/PostalCode |
George Town | CAYMAN ISLANDS | KY1-1104 |
Relationship: | Executive Officer | Director | X | Promoter |
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Clarification of Response (if Necessary):
Crescendo CPI2 GP Limited is the general partner of Crescendo Preservation & Income Fund II, LP.Last Name | First Name | Middle Name |
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Crescendo Real Estate Advisors LLP | N/A | |
Street Address 1 | Street Address 2 | |
Fourth Floor, 23 Old Bond Street | ||
City | State/Province/Country | ZIP/PostalCode |
London | UNITED KINGDOM | W1S 4PZ |
Relationship: | Executive Officer | Director | X | Promoter |
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Clarification of Response (if Necessary):
Crescendo Real Estate Advisors LLP is the investment advisor of Crescendo CPI2 GP Limited.Last Name | First Name | Middle Name |
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Gilpin | Matthew | |
Street Address 1 | Street Address 2 | |
497a Battersea Park Road | ||
City | State/Province/Country | ZIP/PostalCode |
London | UNITED KINGDOM | SW11 4LW |
Relationship: | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Mr. Gilpin is a Director of Crescendo CPI2 GP Limited.Last Name | First Name | Middle Name |
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Few | Hamish | |
Street Address 1 | Street Address 2 | |
The Laurels, Elm Grove | ||
City | State/Province/Country | ZIP/PostalCode |
St. Peter Port | GUERNSEY | GY1 1UR |
Relationship: | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Mr. Few is a Director of Crescendo CPI2 GP Limited.Last Name | First Name | Middle Name |
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Crescendo Capital SA | N/A | |
Street Address 1 | Street Address 2 | |
Avenue de Champel 8C | ||
City | State/Province/Country | ZIP/PostalCode |
Geneva | SWITZERLAND | 1206 |
Relationship: | Executive Officer | Director | X | Promoter |
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Clarification of Response (if Necessary):
Crescendo Capital SA is the Manager of CPI2 Cayman Feeder, LLC and CPI2 Cayman CTB Feeder, LLC.Last Name | First Name | Middle Name |
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Johnson | Brian | |
Street Address 1 | Street Address 2 | |
Avenue de Champel 8C | ||
City | State/Province/Country | ZIP/PostalCode |
Geneva | SWITZERLAND | 1206 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Mr. Johnson is the Head of Asset Management of Crescendo Capital SA, the Manager of CPI2 Cayman Feeder, LLC and CPI2 Cayman CTB Feeder, LLC.4. Industry Group
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5. Issuer Size
Revenue Range | OR | Aggregate Net Asset Value Range | ||
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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 | |||
X | Decline to Disclose | Decline to Disclose | ||
Not Applicable | Not Applicable |
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
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7. Type of Filing
New Notice | Date of First Sale | 2020-07-31 | First Sale Yet to Occur | ||||||
X | Amendment |
8. Duration of Offering
Does the Issuer intend this offering to last more than one year? |
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9. Type(s) of Securities Offered (select all that apply)
X | Equity | X | Pooled Investment Fund Interests |
Debt | Tenant-in-Common Securities | ||
Option, Warrant or Other Right to Acquire Another Security | Mineral Property Securities | ||
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? |
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Clarification of Response (if Necessary):
11. Minimum Investment
Minimum investment accepted from any outside investor | $0 | USD |
12. Sales Compensation
Recipient |
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Street Address 1 | Street Address 2 | ||||||
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City | State/Province/Country | ZIP/Postal Code | |||||
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13. Offering and Sales Amounts
Total Offering Amount | USD |
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Total Amount Sold | $33,737,204 | USD | ||||
Total Remaining to be Sold | USD |
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Clarification of Response (if Necessary):
The above US dollar amount has been converted from Euros at the 12/31/2020 EUR/USD exchange rate of 1.22167.14. Investors
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the 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 already have invested in the offering: |
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15. Sales Commissions & Finder's Fees Expenses
Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions | $0 | USD |
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Finders' Fees | $0 | USD |
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Clarification of Response (if Necessary):
16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
$0 | USD |
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Clarification of Response (if Necessary):
The Issuers' confidential offering materials fully discuss management fees and carried interest amounts.Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission
In submitting this notice, each issuer named above is: |
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Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
Issuer | Signature | Name of Signer | Title | Date |
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Crescendo Preservation & Income Fund II, LP | /s/ Matthew Gilpin | Matthew Gilpin | Director of the General Partner | 2021-08-26 |
CPI2 Cayman Feeder, LLC | /s/ Brian Johnson | Brian Johnson | Head of Asset Management of the Manager | 2021-08-26 |
CPI2 Cayman CTB Feeder, LLC | /s/ Brian Johnson | Brian Johnson | Head of Asset Management of the Manager | 2021-08-26 |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.