RESEARCH

Mentors Fund II F2 SEC Review: $80,903 Raised, 10 Investors and a Five-Year Rolling Fund Trail

Mentors Fund II F2 SEC Review: $80,903 Raised, 10 Investors and a Five-Year Rolling Fund Trail

Mentors Fund II, LP - F2 is technically a new 2026 Delaware limited partnership, but treating it as a newly created investment operation would miss the most important part of the story. Public SEC records show a Mentors Fund II filing sequence stretching back to 2021, while the firm's own website describes a Rolling Fund in which investors subscribe once and capital is called quarterly. F2 fits that pattern closely: F1 began selling in July 2026 and F2 reported its first sale on October 1, 2026. The latest vehicle seeks $698,140, had sold $80,903 to 10 investors by October 6 and reports a $500 minimum investment. This makes F2 less interesting as an isolated fundraising event and more useful as a window into a long-running quarterly venture-fund architecture.

The deeper regulatory picture is also more layered than the F2 Form D alone suggests. Fund GP, LLC is explicitly identified as general partner, while Belltower Fund Group, Ltd. is specifically described as the agent of the general partner. Separate Form ADV records exist for Mentors Fund II Management, LLC under CRD 316156, and historical regulatory data also place Platform Advisor, LLC within the broader administrative/advisory ecosystem surrounding earlier Mentors vehicles. Investors therefore should not confuse the Lynnwood address, Fund GP or Belltower administrative infrastructure with the actual Mentors investment team. The public Mentors Fund business has a separate, substantial operating identity built around experienced founders and operators investing in capital-efficient seed-stage companies.

KEY FINDINGS

The October 6 Form D is internally straightforward. Mentors Fund II F2 is classified as a venture capital fund, relies on Rule 506(b) and Section 3(c)(1), reports a total offering of $698,140 and had sold $80,903 as of the filing. Ten investors were reported, leaving $617,237 still available under the stated offering amount.

The first sale occurred on October 1, only five days before the Form D filing. Unlike several other offerings reviewed in this series, there is therefore no apparent Form D timing problem based on the dates disclosed by the issuer.

The fund reports no sales commissions or finder's fees. It also reports a relatively low $500 minimum investment, although that number should not automatically be interpreted as the standard commercial entry point advertised to all Mentors Fund investors. Form D asks for the minimum accepted from an outside investor, and fund subscription rules can be more complicated than that single field suggests.

THE REAL STORY IS THE A-TO-F FUND SEQUENCE

F2 makes considerably more sense when its predecessors are examined.

SEC records show Mentors Fund II vehicles named A1, A2, A3 and A4 beginning in 2021 and 2022. They were followed by B-series vehicles, C-series vehicles, D-series vehicles and E1 through E4. F1 then began selling in July 2026, followed by F2 in October.

The timing is notable because the current Mentors Fund website describes its Rolling Fund as a structure where investors subscribe once and capital is called quarterly over sixteen quarters. The historical Form D rhythm broadly mirrors that quarterly model.

That does not mean the SEC filing defines exactly what "A," "B," "E" or "F" legally means. It does not. FilingDossier therefore would not claim that F2 represents a specific numbered year or portfolio period unless offering documents establish that interpretation.

What can be established is that F2 belongs to a repeated sequence of legally separate limited partnerships created over a period of roughly five years. It is not the first Mentors Fund vehicle.

That history gives investors a much larger due-diligence universe than the October 2026 filing alone.

MENTORS FUND HAS A REAL PUBLIC INVESTMENT BUSINESS

Unlike many Form D issuers whose public identity is difficult to verify, Mentors Fund has a substantial operating website detailing its investment thesis, investment team, portfolio and investor model.

The firm describes itself as a seed-stage venture investor backing entrepreneurs who use technology to transform traditional industries. Its stated range extends from pre-seed through Series A and, in some cases, Series B.

Rather than concentrating only on conventional software categories, Mentors lists activity across enterprise technology, healthcare, fintech, logistics, agriculture, education and other traditional industries undergoing technological change.

The firm's core philosophy emphasizes capital efficiency and product-market fit rather than pursuing large valuations for their own sake. It also presents mentorship by experienced operators as part of its investment model.

This public identity provides significantly more context than a generic venture-fund Form D.

A PORTFOLIO THAT CAN BE PUBLICLY EXAMINED

Mentors Fund's website currently presents dozens of portfolio companies and says its portfolio companies collectively have raised more than $1.2 billion from subsequent investors.

Examples displayed publicly include Akido, Homeward, Pelago, Maven AGI, Amalgam, Ozlo, Byonyks, Arkestro, Brelyon, Empowerly, AutoComplete, Ava and other companies across healthcare, enterprise software, AI and financial technology.

The firm also names numerous venture firms that have invested across the same broader portfolio, including well-known institutional venture investors.

Those statements create valuable external diligence leads. Investors can independently examine whether companies exist, whether financings occurred and whether named co-investors actually participated in relevant rounds.

However, they should not make the opposite mistake and assume every company displayed on Mentors Fund's website is necessarily owned by F2.

F2 is one specific legal vehicle in a long rolling series. Its Form D does not identify its portfolio companies. Historical portfolio visibility establishes sponsor-level investment activity, not the precise holdings of the October 2026 partnership.

ROLLING FUND VERSUS SYNDICATE

The current Mentors website describes two ways investors can obtain exposure to its deals.

The Rolling Fund is presented as the more automatic approach: investors subscribe and receive exposure to investments the fund makes, with capital called quarterly. Mentors says the structure gives the Rolling Fund first access to every investment.

The second model is a syndicate in which eligible investors can select individual deals rather than automatically participating in the broader portfolio. The website currently describes syndicate participation starting at $2,500 per selected deal.

This distinction helps explain why regulatory filings associated with the broader Mentors organization may include more than one type of investment vehicle.

It also explains why investors should identify exactly what they are purchasing. Investing in a quarterly Rolling Fund partnership is economically different from opting into a single-company syndicate SPV, even when the underlying investment team is the same.

F2's Form D identifies it as a venture-capital pooled investment fund. It should therefore be evaluated as its own partnership rather than being merged with every Mentors-branded SPV or syndicate investment.

THE GP, BELLTOWER AND ADMINISTRATION LAYER

F2's related-person section contains only two organizations.

Fund GP, LLC is described as the general partner of the issuer.

Belltower Fund Group, Ltd. is described as the agent of that general partner.

Those words matter.

Belltower is part of a fund-administration infrastructure associated historically with the AngelList ecosystem. Its role can include administrative and operational functions around private investment vehicles. That helps explain why the Lynnwood address and similar Fund GP/Belltower structures appear across many unrelated venture funds.

It would therefore be incorrect to identify Belltower automatically as the investment team behind Mentors Fund.

The F2 filing itself provides an additional clue about the administrative relationship. It estimates that $20,000 of offering proceeds may be paid to persons identified in the related-person section and explains that this amount represents a one-time fee and annual fee paid to the fund administrator and/or affiliates to cover administrative expenses over the life of the fund.

This disclosure is particularly relevant because F2's entire stated offering is only $698,140.

Fixed fund-administration costs have a greater economic impact on relatively small vehicles than on institutional funds with hundreds of millions of dollars in commitments. Investors should therefore examine the complete expense schedule, not merely the fact that Form D reports zero commissions.

THE ADVISER LAYER IS MORE COMPLEX THAN FORM D

There is another regulatory layer outside F2's Form D.

Mentors Fund II Management, LLC has its own Form ADV record under CRD 316156. The reviewed ADV filing confirms the legal entity and CRD number, although it does not show an SEC investment-adviser registration file number in the identification section reviewed.

Historical regulatory analysis of the broader Mentors fund family also identifies Platform Advisor, LLC, CRD 167700, in connection with multiple Mentors Fund vehicles.

Platform Advisor operates within a much larger venture-fund platform environment and reports an extremely large number of private-fund relationships. That means its appearance around a Mentors vehicle should not be interpreted as evidence that Platform Advisor originated Mentors Fund's investment strategy.

The distinction is similar to Belltower: platform infrastructure can sit beneath or alongside a recognizable investment sponsor without being the team selecting portfolio companies.

For F2 specifically, the Form D does not name either Mentors Fund II Management or Platform Advisor in Item 3. FilingDossier therefore would not claim that one specific ADV entity is conclusively the adviser to F2 without a matching current private-fund disclosure or governing agreement.

MENTORS FUND II MANAGEMENT IS A REAL REGULATORY ENTITY

The existence of Mentors Fund II Management, LLC is nevertheless an important positive verification point.

Its Form ADV record identifies the firm under CRD 316156. This gives researchers another legal entity to check against offering documents and makes the broader Mentors structure more transparent than a fund whose only regulatory footprint is a single Form D.

But a CRD number must be described correctly.

Having a CRD number or filing Form ADV does not automatically mean an entity is an SEC-registered investment adviser. Form ADV is also used by exempt reporting advisers and state-registered advisers.

Investors should therefore verify the firm's current IAPD status directly and compare the entity identified in their partnership or investment-management agreement with the regulatory entity they find in IAPD.

THE FOUNDERS AND OPERATOR NETWORK

Mentors Fund also differentiates itself through the backgrounds it publicly attributes to its partners and mentor network.

Its website traces the firm's formation to a group of founders, executives and investors with backgrounds connected to companies and transactions including Screenhero/Slack, SquareTrade/Allstate, Guitar Hero/Activision, Barra/Morgan Stanley, Oracle and other operating businesses.

The firm's historical account says Mentors Fund was launched in 2017 around the idea of supporting entrepreneurs transforming traditional industries.

This history predates the first Mentors Fund II A-series Form D by several years.

That separation is useful: the legal partnerships appearing in EDGAR may be newly formed each quarter, while the investment organization and its network are substantially older.

A new CIK therefore should not automatically be interpreted as a new manager.

WHAT THE $80,903 RAISE ACTUALLY TELLS US

F2 reported $80,903 from ten investors as of October 6.

That is early-stage fundraising against a $698,140 stated target. The filing was submitted only five days after the first sale, so it would be premature to interpret the difference between amount sold and total offering as failed fundraising.

The more useful comparison will come from later amendments.

F1, E4 and earlier Mentors partnerships all have their own Form D histories. Those filings can show whether quarterly vehicles subsequently accumulated additional investors and capital after their initial notices.

This longitudinal filing history is one of Mentors Fund's biggest advantages for due diligence: investors do not need to assess F2 in a historical vacuum.

At the same time, fundraising continuity does not equal performance continuity. Form D can show money coming into a partnership but does not show what happened to that money afterward.

THE $20,000 FEE DISCLOSURE DESERVES ATTENTION

The estimated $20,000 administrative payment is one of the most useful facts in F2's Form D.

The issuer explicitly explains that the figure represents a combination of a one-time and annual administrator fee covering administrative expenses for the life of the fund.

That does not mean $20,000 has already been paid, and the filing marks the amount as an estimate.

It does mean investors have enough information to ask a more sophisticated question than simply "Is there a management fee"

They should request the full schedule showing administrator charges, management fees, carried interest, partnership expenses, tax costs and any underlying SPV expenses. When the total partnership target is under $700,000, even relatively ordinary fixed service-provider expenses can materially affect net economics.

The absence of sales commissions does not mean investing is cost-free.

WHAT WE THINK

Mentors Fund II F2 has one of the stronger sponsor-level verification profiles among the small rolling venture funds in this filing group.

The investment organization has operated publicly for years, maintains a detailed portfolio and team website, has a Form D history extending back to 2021 and has related Form ADV records beyond the basic offering notice.

The current filing also fits the public Rolling Fund story unusually well. F1 appeared in July and F2 in October, while Mentors publicly describes quarterly capital calls.

That consistency is a positive signal.

The more interesting risks come from structure and economics rather than identity.

F2 is a relatively small legal vehicle inside a much broader investment operation. Fund GP and Belltower provide the visible legal/administrative layer, other adviser entities appear deeper in the regulatory record, and the public Mentors team provides the investment-brand layer.

Investors need to understand how those layers connect contractually.

RISK POINTS

The first risk is vehicle confusion. Mentors Fund has many A-through-F partnerships plus syndicate activity. Investors should verify the exact CIK and legal partnership into which they are subscribing.

The second risk is portfolio attribution. Mentors publicly displays a large and credible portfolio, but Form D does not establish which specific companies are held by F2.

The third risk is fixed-cost drag. The filing estimates $20,000 in administrator-related lifetime fees for a vehicle with a $698,140 offering target. Investors need the complete expense waterfall.

The fourth risk is adviser-role complexity. Fund GP, Belltower, Mentors Fund II Management and Platform Advisor occupy different potential layers of the structure and should not be described interchangeably.

The fifth risk is early-stage investment risk. Mentors explicitly focuses on seed and early-stage companies, where failure rates, dilution and illiquidity can be substantial.

The sixth risk is historical-performance opacity. A five-year Form D trail proves repeated fundraising activity, not realized investment returns. Investors should request net IRR, TVPI, DPI, write-offs and realized distributions across prior vintages.

The seventh risk is rolling-fund comparability. Each quarterly partnership is a separate legal issuer. Performance from an earlier A-, B-, C-, D- or E-series vehicle should not automatically be attributed to F2.

FINAL ASSESSMENT

Mentors Fund II, LP - F2 has a genuine SEC Form D reporting a $698,140 venture-capital offering, $80,903 sold to 10 investors, a $500 minimum and an October 1, 2026 first sale. Its filing was submitted only five days after that sale and does not present the late-filing concern found in some other recent offerings.

The most important finding is the depth behind the new CIK. Mentors Fund has operated since 2017 and SEC records show a recurring A-through-F series of Mentors Fund II partnerships beginning in 2021. The firm's current website independently describes a quarterly Rolling Fund model, making F2's position in the sequence economically plausible rather than unexplained.

The structure is nevertheless more complicated than the brand name suggests. Fund GP, LLC is the legal general partner, Belltower is the GP's agent and administrator-related payments are explicitly disclosed, while separate ADV records exist for Mentors Fund II Management and platform-level adviser entities. Investors should determine exactly which entity owes them advisory or fiduciary duties rather than assuming every entity in that stack performs the same function.

We found no public evidence supporting a conclusion that Mentors Fund II F2 is a confirmed scam. The sponsor has a meaningful operating history, public portfolio and extensive regulatory filing trail. The more relevant investor risks are early-stage portfolio losses, illiquidity, fee drag in a relatively small quarterly vehicle and the difficulty of translating sponsor-level portfolio success into the expected economics of one specific F2 partnership.

For serious due diligence, the most valuable next documents are F2's limited partnership agreement, subscription documents, investment-management agreement, administrator fee schedule and prior Mentors Fund vintage performance showing net IRR, TVPI, DPI and realized exits. Those records would allow investors to move from verifying that Mentors Fund exists to evaluating whether this particular quarterly vehicle offers attractive economics.

Important Form D notice: A Form D filing is a notice filing for an exempt securities offering. It does not mean that the U.S. Securities and Exchange Commission has approved, licensed, endorsed, or verified the issuer or the offering. Readers should verify information through official SEC sources and conduct their own due diligence.
Verification note: SEC.gov and the relevant regulator's official records remain authoritative. This site's research is independent editorial content.