Independent Verdict
Nebular Fund II, LP has a verifiable SEC Form D history and a rapidly expanding regulatory footprint.
The Delaware limited partnership operates under CIK 0002086910 and filed an amended Form D on September 18, 2026 under Rule 506(b).
The latest filing reports an offering of approximately $61.3 million.
That number becomes more meaningful when compared with the fund's first Form D filing.
Nebular Fund II initially reported approximately $32.31 million in securities sold in September 2025.
By September 2026, Form D tracking shows approximately another $28.96 million of incremental capital, bringing the disclosed offering total to roughly $61.3 million.
This means the fund's reported capital base has nearly doubled in approximately one year.
The fund is connected to Nebular Fund II GP, LLC, while Finn Murphy appears as a key executive and manager across Nebular-related SEC filings.
The more distinctive finding is that Nebular Fund II does not appear to operate only as a single conventional venture fund.
During 2026, a growing number of separately named venture vehicles began appearing under Nebular Expansion and Nebular Expansion II, often sharing the same GP entities, Finn Murphy, phone numbers, and New York addresses.
For investors, the key issue is therefore not simply whether Nebular Fund II exists.
It does.
The more important question is how the flagship fund, its GP, and the expanding network of series vehicles relate to one another economically and legally.
Key Findings
Issuer: Nebular Fund II, LP
CIK: 0002086910
Entity Type: Limited Partnership
Jurisdiction: Delaware
Formation Year: 2025
Latest Filing: Form D/A
Latest Filing Date: September 18, 2026
Federal Exemption: Rule 506(b)
Industry: Pooled Investment Fund
Latest Reported Offering: Approximately $61.3 million
2025 Reported Amount Sold: Approximately $32.31 million
2026 Incremental Filing Amount: Approximately $28.96 million
General Partner: Nebular Fund II GP, LLC
Key Person: Finn Murphy
Principal Address: 54 West 21st Street, Suite 407, New York, NY 10010
Phone: 360-340-9337
Investment Company Act Exclusion: Section 3(c)(1)
The Most Important Number Is the Growth From $32.31M to $61.3M
Nebular Fund II's first SEC Form D appeared in September 2025.
That filing reported approximately $32.31 million.
The September 18, 2026 amendment increased the disclosed amount to approximately $61.3 million.
That implies roughly:
$28.96 million
of additional reported capital during the period.
This represents substantial growth relative to the fund's original reported size.
But investors should be careful with the terminology.
Form D amounts do not necessarily equal current NAV.
A Form D amount can reflect securities sold or offering activity.
It does not tell investors:
current portfolio value
unrealized gains
realized losses
distributions
management fees
or current cash balances.
The correct statement is that Nebular Fund II's disclosed Form D capital increased materially between 2025 and 2026.
Who Controls Nebular Fund II
The original SEC filing identifies:
Nebular Fund II GP, LLC
as general partner.
The filing also identifies:
Finn Murphy
as an executive officer.
Finn Murphy signed the September 2025 Form D as Manager of the Issuer.
This creates a direct regulatory connection between the individual manager, the GP entity, and the fund.
That same name later appears repeatedly across other Nebular-related investment vehicles.
This is important because it allows FilingDossier to trace a broader fund ecosystem rather than viewing every SPV or series vehicle as an unrelated issuer.
The Address Is Also Consistent
Nebular Fund II's original SEC filing reports:
54 West 21st Street Suite 407 New York, NY 10010
The same address appears for:
Nebular Fund II GP, LLC
and Finn Murphy.
Several later Nebular-related series vehicles also use this New York address.
That consistency provides another useful identity match.
However, other Nebular-related vehicles have used:
80 Broad Street New York, NY 10004
during 2026.
An address change does not necessarily indicate a problem.
But it suggests that investors researching the broader Nebular structure should distinguish between the address of the flagship fund and later platform or series entities.
Nebular Is Becoming More Than One Fund
This is where the story becomes more interesting.
During 2026, SEC records began showing multiple entities carrying the Nebular name.
Examples include:
ST-0106 Fund II, a series of Nebular Expansion, LP
LO-0330 Fund II, a series of Nebular Expansion, LP
OR-0520 Fund I, a series of Nebular Expansion II, LP
OR-0827 Fund II, a series of Nebular Expansion II, LP
These vehicles use related Nebular GP entities and repeatedly identify Finn Murphy.
This suggests the Nebular platform is using a series-fund or SPV-style structure for multiple individual investments or investment programs.
That structure is materially different from a traditional venture fund that deploys all capital directly from one partnership.
The $9.5M OR-0827 Fund II Is Particularly Important
One recent example is:
OR-0827 Fund II, a series of Nebular Expansion II, LP.
The vehicle filed a Form D in September 2026.
Its filing reported:
Total Amount Sold: approximately $9.5 million
Total Offering: approximately $9.5 million
Amount Remaining: $0
First Sale: September 10, 2026.
The filing identifies:
Nebular Fund II GP, LLC
as general partner.
Finn Murphy is again listed as a related executive.
That is a strong structural connection between Nebular Fund II and the newer series-fund ecosystem.
It also raises an important question:
Is Nebular Fund II investing through these series vehicles, managing them separately, or simply sharing the same GP infrastructure
The public Form D records alone do not fully answer that question.
Fund II Versus Nebular Expansion II
Investors should not assume that:
Nebular Fund II, LP
and:
Nebular Expansion II, LP
are the same legal entity.
They are not.
Nebular Fund II is a standalone Delaware limited partnership with its own CIK.
Nebular Expansion II appears to be a separate series platform under which individual investment vehicles can be created.
For example:
OR-0827 Fund II, a series of Nebular Expansion II, LP
has its own CIK and its own Form D.
This distinction is important.
A platform can operate:
a traditional pooled fund
and
deal-specific or series-based investment vehicles
at the same time.
Those vehicles may have different investors, economics, fees, risk exposure, and portfolio companies.
A Searcher Could Easily Confuse Them
Someone searching:
Nebular Fund II
Nebular Expansion II
Nebular Fund II GP
Nebular Fund legit
Finn Murphy Nebular
or
Nebular Fund SEC
could easily assume that all these entities are interchangeable.
They are not.
FilingDossier would separate them into three levels:
Nebular Fund II, LP
The main pooled investment fund.
Nebular Fund II GP, LLC
The general partner associated with the fund and several related vehicles.
Nebular Expansion / Nebular Expansion II
Series platforms used to create additional investment entities.
This distinction is important for both investor due diligence and Google search accuracy.
What Kind of Fund Is Nebular
Third-party venture databases identify Nebular as a venture-capital investor and identify Finn Murphy as founder and general partner.
Nebular has been associated with early-stage venture investing.
Public database records also identify a prior:
Nebular Fund I
with approximately $30 million associated with it.
Nebular Fund II's latest approximately $61.3 million filing is therefore materially larger than the reported Fund I figure.
That suggests growth in the manager's capital base between fund generations.
However, FilingDossier would not treat third-party database descriptions as a substitute for actual partnership documents.
Investors should verify:
target stage
sector focus
geographic focus
ownership targets
reserve strategy
follow-on allocation
concentration limits
and portfolio construction
directly from fund materials.
The Series Model May Matter More Than Fund Size
A $61.3 million venture fund is relatively straightforward to understand on the surface.
Investors commit capital.
The GP invests that capital across a portfolio.
Returns depend on exits and valuations.
The series vehicles add another layer.
If Nebular uses individual series for specific opportunities, investors need to understand whether:
Fund II invests into those series
LPs invest directly into them
certain opportunities are offered outside the main fund
fees are charged separately
carry differs by vehicle
or allocations are split between flagship and SPV investors.
Those are material economic questions.
The SEC Form D does not explain the allocation policy.
That policy should be reviewed in the limited partnership agreement and adviser disclosures.
Why Allocation Conflicts Matter
Suppose Nebular Fund II and a Nebular Expansion II vehicle both have the ability to invest in the same company.
Who receives the allocation
Possibilities include:
Fund II receives the entire allocation.
The SPV receives the entire allocation.
The investment is divided between them.
Certain investors obtain additional co-investment rights.
The GP chooses based on strategic considerations.
Each approach can be legitimate.
But investors should understand the rules before committing capital.
This is particularly important when one manager operates both a flagship venture fund and multiple deal-specific investment vehicles.
What We Think
Nebular Fund II has a strong basic verification trail.
The fund exists.
Its CIK exists.
Its general partner is disclosed.
Finn Murphy appears consistently in the regulatory record.
The fund's reported Form D capital increased from approximately $32.31 million in 2025 to approximately $61.3 million in 2026.
More importantly, the regulatory record now shows a growing Nebular ecosystem involving multiple series investment vehicles.
That expansion is the most interesting part of the review.
The issue investors should focus on is not whether those related entities are legitimate simply because they use the Nebular name.
The real question is how capital and investment opportunities move between them.
The public record shows the structure exists.
It does not fully explain the economics.
Does Nebular Fund II Own OR-0827 Fund II
Not necessarily.
This is an important distinction.
OR-0827 Fund II uses Nebular Fund II GP, LLC as general partner.
But a common GP does not automatically mean Nebular Fund II, LP owns the series vehicle.
The investors could be different.
The economic interests could be separate.
The series vehicle could be a co-investment SPV.
It could hold a single company investment.
It could exist for a subset of LPs.
Without the underlying organizational documents, FilingDossier would not state that Nebular Fund II directly owns or controls the assets of every related series.
This is exactly why entity-level analysis matters.
Potential Benefits of the Structure
A series or SPV structure can allow a venture manager to:
give investors access to individual opportunities
accept additional capital beyond the main fund
isolate specific investments
offer co-investment rights
manage concentration limits
or accommodate investors with different risk preferences.
These can be legitimate reasons for using multiple entities.
But the same structure also creates additional complexity.
Potential Risks of the Structure
A growing network of related vehicles can make it harder for outside investors to understand:
which vehicle owns which asset
how opportunities are allocated
which vehicle pays which expenses
whether fees are duplicated
which LPs receive co-investment opportunities
and whether conflicts exist between the main fund and SPVs.
That does not make the structure problematic.
It makes disclosure quality more important.
Questions Investors Should Ask
- What is Nebular Fund II's current committed capital
- What is its current NAV
- How much of the approximately $61.3 million has actually been deployed
- What companies are currently held by Fund II
- What is the relationship between Nebular Fund II and Nebular Expansion II
- Does Fund II invest directly into Nebular Expansion series vehicles
- Can LPs invest directly into SPVs outside the main fund
- How are investment opportunities allocated between Fund II and SPVs
- Does Nebular Fund II receive priority allocation
- Are management fees charged on SPV capital
- Is carried interest charged separately at the SPV level
- Are any portfolio companies held in both Fund II and related series vehicles
- Who administers Nebular Fund II
- Who audits the fund
- Who holds custody of cash and securities
- How are private-company valuations determined
- What percentage of capital is reserved for follow-on investments
- What was the performance of Nebular Fund I
- Have Fund I investors received distributions
- Does Fund II have any recycling or reinvestment provisions
Risk Factors
Venture Capital Risk
Early-stage private companies can fail completely, and successful exits may require many years.
Illiquidity
Investors generally cannot sell private fund interests as easily as publicly traded securities.
Valuation Risk
Private-company valuations can be subjective and may change substantially between financing rounds.
Series-Structure Complexity
Nebular operates or is associated with multiple series vehicles, making entity-level ownership and allocation more complex.
Allocation Conflicts
Potential conflicts can arise when a manager controls both a flagship fund and opportunity-specific SPVs.
Fee Complexity
Investors should verify whether management fees, carried interest, administrative charges, or transaction expenses apply at more than one entity level.
Fundraising Amount Is Not Performance
The increase from approximately $32.31 million to $61.3 million reflects offering activity, not investment gains.
Form D Is Not SEC Approval
The SEC filing confirms an exempt offering notice. It does not mean the SEC has approved Nebular Fund II, verified its investments, or evaluated Finn Murphy's investment performance.
Final Assessment
Nebular Fund II, LP is a verifiable Delaware private investment fund with an SEC filing history beginning in 2025.
Its September 18, 2026 Form D/A reports an offering of approximately $61.3 million under Rule 506(b).
That represents substantial growth from the approximately $32.31 million reported in its original September 2025 filing.
The fund is directly connected to:
Nebular Fund II GP, LLC
and
Finn Murphy.
At the same time, the broader Nebular platform has expanded into multiple related series vehicles under Nebular Expansion and Nebular Expansion II.
One recent example, OR-0827 Fund II, reported approximately $9.5 million sold in September 2026 and again identifies Nebular Fund II GP, LLC and Finn Murphy.
For FilingDossier, this makes Nebular Fund II more than a simple "$61.3 million venture fund" story.
The real research issue is the architecture surrounding the fund:
how the flagship fund interacts with the growing SPV network,
how investments are allocated,
whether LPs receive co-investment opportunities,
whether fees exist at multiple layers,
and which legal entity actually owns each investment.
Those questions should be answered from the limited partnership agreement, current organizational chart, portfolio schedule, audited financial statements, administrator records, and allocation policy before an investment decision is made.
SEC Form D is a notice filing for an exempt securities offering. It does not constitute SEC approval, verification of Nebular Fund II's performance, endorsement of Finn Murphy, or a guarantee of investor returns.
Published on FilingDossier: September 20, 2026.
This article is based on publicly available regulatory and company information and is provided for independent research and due-diligence purposes only.