GreyMatter Fund II, LP is a venture capital fund based in Berkeley, California. According to its most recent Form D, filed Mar 3, 2026, it has sold $5,000,000 of interests to 1 investor since its first sale in Feb 2026. The filing does not set a minimum investment. It relies on the Section 3(c)(1) exclusion, which limits it to 100 beneficial owners, typically accredited investors. The offering uses Rule 506(c), which permits general advertising to investors verified as accredited. Based on its first sale date and the amount raised, AltMountain classifies it as an emerging manager. Related persons named in the filing include Andrew Barr; GreyMatter GP II LLC; GreyMatter BrainTrust LLC.
- Total raised
- $5,000,000Cumulative sales reported on Form D
- Investors
- 1
- First sale
- Feb 25, 2026
- Minimum investment
- None set
- Who can invest
- Accredited investorsSection 3(c)(1): up to 100 beneficial owners
- Offering exemption
- Rule 506(c)May advertise; investors must be verified as accredited
- Key people and entities
- Andrew Barr; GreyMatter GP II LLC; GreyMatter BrainTrust LLC
- Latest Form D
- Mar 3, 2026
From SEC filings, not verified. This page republishes the fund's Form D as filed. It is not an offer, solicitation or recommendation, and AltMountain has not reviewed the fund. “Raised” is cumulative sales, not current assets or performance. Returns are not part of SEC filings. Private funds are speculative, illiquid and generally limited to accredited investors or qualified purchasers. Full disclosures · Request a correction
Questions about GreyMatter Fund II, LP
What is the minimum investment for GreyMatter Fund II, LP?
GreyMatter Fund II, LP's latest Form D, filed Mar 3, 2026, does not set a minimum investment. Managers can still require one in the offering documents.
Who can invest in GreyMatter Fund II, LP?
GreyMatter Fund II, LP is generally open only to accredited investors, and it may have no more than 100 beneficial owners because it relies on Section 3(c)(1). It uses Rule 506(c), so it may advertise, but every investor must be verified as accredited.
How much has GreyMatter Fund II, LP raised?
GreyMatter Fund II, LP reports $5,000,000 sold from 1 investor on its Form D filed Mar 3, 2026. This is cumulative sales since the offering began, not current assets or performance.
Where is GreyMatter Fund II, LP based?
GreyMatter Fund II, LP is based in Berkeley, California and is managed by Greymatter Capital.
When did GreyMatter Fund II, LP launch?
GreyMatter Fund II, LP reports its first sale in Feb 2026, which makes it an emerging manager by AltMountain's definition (first sale in 2021 or later and under $50 million raised).
Size compared with every venture capital fund
Raised more than 67% of the 2,268 venture capital funds based in California, and more than 81% of all 15,160 that report sales.