Independent Verdict
TI Dental Fund II, LP is a Delaware private equity fund formed in 2024 and based in Austin, Texas. Its latest September 16, 2026 Form D/A reports a $10 million Rule 506(b) offering, $8.535 million sold, $1.465 million remaining, 81 investors and a $75,000 minimum investment. The fund began selling interests on November 21, 2024 and has grown rapidly: the initial November 2024 filing reported no capital sold, the July 2025 amendment reported $4 million, and the September 2026 amendment increased cumulative securities sold by another $4.535 million. SEC filings identify David Thompson as executive officer, director and promoter, and he signs the filings as Managing Member of the General Partner. The strongest additional evidence comes from TI Partners Mgr, LLC, which became an SEC Exempt Reporting Adviser in July 2025 under CRD 337703 and SEC File No. 802-134214. Its 2026 Form ADV lists David Paul Thompson as managing member and identifies two private funds: TI Dental Fund II, LP with approximately $6.66 million in reported gross assets and TI Midwest Fund 5, LP with approximately $3 million. This establishes that TI Dental Fund II is part of a broader private-fund management platform rather than a one-off issuer. The fund's name strongly indicates a dental investment focus, but the SEC Form D itself classifies it only as a private equity fund and does not disclose specific dental practices, portfolio companies, acquisition targets or operating strategy. Public evidence therefore strongly supports the fund and manager identity, while the biggest diligence gap is the exact portfolio and economics behind the "Dental" strategy.
SEC, Adviser and Related-Fund Penetration
TI Dental Fund II was organized in Delaware in 2024 under CIK 0002044082 and SEC File No. 021-528965. The issuer uses 2900 N Quinlan Park Road, Suite 240/325, Austin, Texas 78732, telephone 512-545-9720. The latest Form D classifies the issuer as a pooled investment fund and specifically checks Private Equity Fund rather than hedge fund, venture capital fund or other investment fund. The offering consists of equity and pooled investment fund interests, uses Rule 506(b), is expected to continue for more than one year, is not connected to a business combination transaction and reports zero sales commissions and zero finder's fees. The minimum investment remains $75,000. The 2026 amendment reports 81 investors and does not indicate sales to non-accredited investors. The $8.535 million sold represents approximately 85.35% of the $10 million target, leaving just $1.465 million available if the offering size is not subsequently increased.
Fundraising growth has been particularly rapid. The original November 8, 2024 Form D was filed before the first sale and showed a $10 million target with $0 sold. By July 10, 2025, the fund reported $4 million sold. By September 16, 2026, the figure had more than doubled to $8.535 million. The relatively large investor count is also notable. Dividing $8.535 million by 81 investors produces a simple average of roughly $105,000 per investor, although actual commitments may vary substantially. That average sits relatively close to the $75,000 minimum and suggests the fund may have attracted a broader group of accredited investors rather than relying only on a handful of institutional LPs. This differs significantly from many private equity vehicles in this research series that report a small number of multimillion-dollar investors.
The strongest manager-level evidence appears after the fund's launch. TI Partners Mgr, LLC filed as an Exempt Reporting Adviser and was reported active from July 23, 2025. Its SEC registration identifier is 802-134214 and CRD number is 337703. The adviser reports that it qualifies for the private-fund adviser exemption because it acts solely as adviser to private funds and has less than $150 million of U.S. private-fund assets under management. It is therefore important not to describe TI Partners Mgr as a fully SEC-registered investment adviser. It is an Exempt Reporting Adviser, meaning it files portions of Form ADV with the SEC but operates under an exemption from full adviser registration.
The latest available 2026 ADV-derived data identifies David Paul Thompson as the managing member and sole reported control person of TI Partners Mgr. It also identifies TI Dental Fund II with approximately $6.66 million in gross assets and TI Midwest Fund 5 with approximately $3 million. The difference between TI Dental Fund II's approximately $6.66 million ADV gross-assets figure and its later $8.535 million Form D securities-sold figure is not necessarily inconsistent: the ADV snapshot and Form D amendment reflect different reporting dates and measure different concepts. Form D securities sold should not be presented as current NAV, while ADV gross assets reflect a fund's assets at the applicable reporting date.
TI Midwest Fund 5 provides useful evidence that David Thompson's platform extends beyond one fund. It filed a Form D in August 2025, uses the exact same 2900 N Quinlan Park Road address and the same 512-545-9720 telephone number, and reported a $10 million offering with approximately $1.795 million sold at that filing date and a $50,000 minimum. The adviser's later Form ADV reports roughly $3 million of gross assets for that vehicle. In July 2026, another issuer named TI Nexus CPA Fund, LP also filed from exactly the same Austin address and telephone number. Public records therefore show a growing cluster of "TI" private investment vehicles operating from the same platform, although investors should not assume that every similarly named TI vehicle has the same portfolio or economics without reviewing its specific offering documents.
Dental Strategy, Austin Footprint and What Is Still Not Public
The fund name clearly indicates a dental investment theme, but publicly accessible regulatory filings do not reveal the underlying investments. The Form D does not identify dental practices, dental service organizations, equipment companies, real estate, practice acquisitions or portfolio-company names. TI Partners Mgr's public ADV-derived profile also does not disclose a detailed investment strategy beyond its role as adviser and sponsor of private pooled investment vehicles. That lack of portfolio transparency is the most important limitation in the public record.
There is, however, an interesting geographic clue. The fund's address is 2900 N Quinlan Park Road in Austin. Public provider directories identify Steiner Dental operating at Suite 160 of the same street address, with multiple practicing dentists. That confirms there is genuine dental activity at the physical property, but it does not establish that Steiner Dental is owned by, managed by or invested in by TI Dental Fund II. The fund itself lists Suite 240/325 rather than Suite 160, and no reviewed SEC filing explicitly names Steiner Dental. It would therefore be irresponsible to treat the shared building as proof of a portfolio relationship. At most, it shows that the manager's physical location is situated in a professional complex that includes dental operations, which may be consistent with the fund's industry focus but is not enough to establish ownership.
The website issue also requires caution. Some Form D aggregators associate dentalti.com with TI Dental Fund II, but dentalti.com belongs to Dental Technology Integrators, an Indiana-based dental imaging technology business founded well before this fund, using a Carmel, Indiana address and an 800 telephone number. Its public site focuses on CBCT systems, intraoral sensors, imaging software, biologics and dental technology support. There is currently no reliable evidence in the reviewed sources that Dental Technology Integrators is the investment manager, sponsor or portfolio company of TI Dental Fund II. The similarity between "TI Dental" and "Dental TI" can easily create a false website match. For SEO and due-diligence accuracy, the fund should not be linked to dentalti.com unless a direct contractual or ownership relationship can be independently established.
This distinction is important because it demonstrates why name-based website matching can produce errors. The stronger identity evidence for TI Dental Fund II comes from SEC Form D, TI Partners Mgr's ADV record, the repeated Austin address, David Thompson's control role and the related TI Midwest Fund 5 and TI Nexus CPA Fund filings. Investors should demand a portfolio schedule rather than relying on search-engine name matches.
If the fund invests directly in dental practices, the likely private-equity economics differ materially from a conventional securities fund. Dental practice investments can generate recurring patient revenue and can benefit from consolidation of billing, marketing, procurement, staffing and technology. However, dentistry is also highly dependent on individual practitioners, local reputation, patient retention and state-specific professional ownership rules. Dental practice consolidation often separates clinical ownership from management-service arrangements because many states restrict non-dentists from owning professional dental practices directly. A private equity fund may therefore invest through management service organizations, affiliated practice entities, real estate or other structures. None of those structures is publicly confirmed for TI Dental Fund II, so investors should obtain a detailed organizational chart showing exactly where fund capital is deployed.
What We Think, Risks and Final Assessment
TI Dental Fund II has a substantially stronger regulatory footprint than its limited public marketing presence might suggest. The strongest positive evidence is the consistency of the SEC records: same fund, same Austin address, same David Thompson control person, rapid growth from $0 to $8.535 million sold, 81 investors, and a manager that subsequently established an SEC Exempt Reporting Adviser record explicitly listing the fund. The appearance of TI Midwest Fund 5 and TI Nexus CPA Fund at the same address also supports the existence of an expanding investment platform rather than a single temporary vehicle. The latest ADV disclosure states that TI Partners Mgr is an ERA because it advises only private funds and remains below the $150 million threshold. Its disclosure section reports no listed criminal, regulatory, civil or self-regulatory events involving the adviser or supervised persons in the categories disclosed on Form ADV as of the latest available filing.
The main weakness is the absence of portfolio-level transparency. Public records do not currently identify the dental practices, DSOs or other businesses acquired by Fund II; they do not disclose purchase multiples, EBITDA, revenue, same-store performance, leverage, debt facilities, acquisition pipeline, realized exits, auditor, administrator, custodian, current valuation policy or fund-level performance. Investors should request the PPM, limited partnership agreement, audited financial statements, portfolio-company list, acquisition dates, purchase multiples, current valuations, fund debt, portfolio-company debt, management fees, carried interest, preferred returns, distribution waterfall and any related-party arrangements involving David Thompson or affiliated TI entities.
The dental sector itself creates several specific risks. Dentist retention is critical because patients often follow individual practitioners. Acquisitions can underperform if key dentists leave after receiving transaction proceeds. Labor costs can rise because hygienists and dental assistants remain difficult to recruit in many markets. Insurance reimbursement pressure can limit revenue growth. Practice valuations can fall if acquisition multiples compress. Regulatory structures can become complicated because corporate practice-of-dentistry laws differ by state. If the fund uses an MSO structure, investors should understand management agreements, ownership of non-clinical assets, physician or dentist shareholder arrangements and state compliance. Technology and equipment capex can also be significant, while malpractice, cybersecurity, HIPAA compliance and patient-data protection add operational risk.
Leverage is another major unknown. Dental private equity transactions often use acquisition financing because practices can generate relatively predictable cash flows, but high debt service can become problematic if dentist turnover, reimbursement changes or integration problems reduce EBITDA. The fund's $10 million equity target is modest enough that a few practice acquisitions could represent a large share of the portfolio. Concentration may therefore be much higher than the 81-investor count implies. Investors need to know the number of underlying practices, geographic diversification, top practice as a percentage of NAV and whether any single dentist or operating group represents a disproportionate share of cash flow.
The relationship between Fund II and other TI vehicles also requires scrutiny. TI Partners Mgr advises both TI Dental Fund II and TI Midwest Fund 5, and additional TI-branded funds now use the same address. Investors should ask whether the vehicles can invest in the same transactions, how opportunities are allocated, whether one fund can buy assets from another, whether personnel costs are allocated across funds and whether David Thompson or affiliates receive transaction, management, consulting or financing fees beyond the disclosed fund management economics.
Overall, TI Dental Fund II appears to be a genuine and active private equity fund with a rapidly growing investor base and a manager that now has a formal SEC ERA reporting footprint. The latest Form D shows that approximately 85% of its $10 million offering has been sold, and the adviser's ADV independently identifies the fund as one of its private vehicles. The key unanswered question is not whether the fund exists but what investors actually own underneath it. Until portfolio companies, acquisition economics, debt, service providers and audited performance are reviewed, the public evidence supports regulatory identity and fundraising activity but does not establish investment quality or returns.
Form D is an exempt-offering notice and does not mean the SEC approved TI Dental Fund II, TI Partners Mgr, its dental investments or any projected returns.
Signer Role: Managing Member of the General Partner
Investment Adviser / Manager: TI Partners Mgr, LLC
SEC File No.: 802-134214
ERA Effective / Reported Since: July 23, 2025
ERA Exemption Basis: Advises solely private funds and reports less than $150M of U.S. private-fund AUM
Control Person: David Paul Thompson Role: Managing Member
Latest ADV-Derived Private Funds: TI Dental Fund II, LP — approximately $6.66M reported gross assets at ADV reporting date TI Midwest Fund 5, LP — approximately $3.00M reported gross assets
Important: ADV gross assets and later Form D securities sold are different measurements and reporting dates.
Related TI Vehicle: TI Midwest Fund 5, LP Address: Same Austin address 2025 Offering: $10M 2025 Amount Sold: approximately $1.795M
Additional Same-Platform Filing Identified: TI Nexus CPA Fund, LP 2026 Filing Same Austin address and telephone number
Public Fund Website: No exact official standalone fund website reliably confirmed
Important Website Finding: dentalti.com appears in some third-party Form D aggregators but belongs to Dental Technology Integrators, an Indiana dental technology company. No verified ownership or investment relationship with TI Dental Fund II was established in the reviewed public sources.
Address Penetration: The same 2900 N Quinlan Park Road property also contains dental practices, including Steiner Dental in a different suite. No direct Fund II ownership relationship publicly confirmed.
Public Portfolio Companies: Not identified in reviewed sources
Exact Dental Practices Owned: Not publicly confirmed
Auditor: Not publicly confirmed
Administrator: Not publicly confirmed
Custodian: Not publicly confirmed
Fund-Level Debt: Not publicly disclosed
Portfolio-Company Debt: Not publicly disclosed
Public Performance: Not identified
Primary Strategy Inference: Dental-focused private equity based on fund name Exact acquisition structure not publicly disclosed
Potential Dental Investment Structures Requiring Verification: Dental practice acquisitions Dental service organization / MSO interests Practice management businesses Dental real estate Dental-related operating companies Other healthcare assets
Primary Risks: Portfolio opacity Practice concentration Dentist retention Hygienist and staff costs Insurance reimbursement Acquisition multiple compression Integration risk Corporate practice-of-dentistry regulation MSO structure compliance HIPAA / cybersecurity Malpractice exposure Equipment capex Acquisition leverage Interest expense Key-person dependence Related-fund allocation conflicts Valuation methodology Illiquidity
Regulatory Penetration Result: Strong
Manager Penetration Result: Strong following TI Partners Mgr ERA filing
Related-Fund Penetration: Strong
Website Penetration: Weak / no exact verified fund website
Portfolio Penetration: Limited publicly
Adviser Disclosure Record: No reportable disciplinary events shown in the latest reviewed Form ADV-derived disclosure categories
Primary Due-Diligence Focus: Portfolio-company names Number of dental practices Geographic diversification Acquisition multiples Revenue and EBITDA Dentist retention agreements MSO structure Fund and portfolio leverage Audited financials Valuation policy Administrator Auditor Custodian Management fee Carried interest Preferred return Distribution waterfall Related-party fees Allocation between TI funds Manager co-investment Realized exits Net IRR / MOIC
Independent Conclusion: TI Dental Fund II is a verified Austin-based dental-focused private equity vehicle with $8.535 million of a $10 million offering sold to 81 investors. Its regulatory profile became substantially stronger when TI Partners Mgr, LLC began reporting as an SEC Exempt Reporting Adviser and explicitly listed TI Dental Fund II and TI Midwest Fund 5 as private funds. The principal unresolved issue is portfolio transparency: public records confirm fundraising and manager identity but do not yet identify the underlying dental practices, acquisition economics, leverage, service providers or audited investment performance.