Raynor Fund II LP entered the SEC record in a way that is unusually different from a conventional fundraising sequence. The Delaware limited partnership was formed in 2024 and filed its first Form D on September 23 of that year, only four days after its stated first sale on September 19. Yet the filing did not show a small first close or an open-ended fundraising target: it reported a very precise $127,610,549 total offering, exactly $127,610,549 sold, $0 remaining and 33 investors. The October 7, 2025 amendment repeated those figures, and the September 11, 2026 amendment again reported the same $127,610,549 sold to the same 33 investors with nothing left to sell. Raynor therefore appears to have reached its entire disclosed Form D amount essentially at launch and has since used annual amendments to maintain or update regulatory information rather than to report additional fundraising. That static history is the central fact investors should understand before describing the 2026 filing as a new $127.6 million raise.
The manager relationship is unusually strong and independently verifiable. Catalur GP, LLC is listed as Raynor's general partner and promoter, while Catalur Capital Management, LP is identified as investment manager and executive officer; Michael Salatto appears as COO, CFO and CCO of the investment manager and signs the Form D. Catalur is a fully SEC-registered investment adviser, not an exempt reporting adviser, under CRD 307830 and SEC file 801-118444, with registration effective since April 2020. Its March 2026 adviser data report approximately $612 million of regulatory assets under management across 23 accounts, and its Form ADV explicitly identifies Raynor Fund II among its managed private funds. The same address, phone and management structure appear across Form D, IAPD, Form ADV and Catalur's official website, so there is little meaningful entity-identity ambiguity.
What is less transparent is Raynor's precise investment mandate. Catalur publicly says the firm runs two broad strategies: a long/short public strategy investing opportunistically across the capital structure with a focus on middle-market credit and special situations, and a private-capital strategy providing opportunistic private credit, structured equity and bespoke financing to lower-middle-market businesses and niche situations. The private strategy can include M&A financing, debt refinancing, litigation funding and asset financing. Raynor Fund II is identified as one of Catalur's funds, but Catalur does not publicly state whether Raynor is dedicated to one of these strategies, contains a particular portfolio or represents a bespoke institutional mandate. FilingDossier therefore does not assign Raynor automatically to private credit, distressed debt or long/short solely because Catalur runs those strategies; investors should obtain the fund's PPM and current portfolio schedule before making that attribution.
Catalur's investment pedigree nevertheless provides meaningful context. Co-founder and CIO David Tiomkin previously served as a co-portfolio manager at Aurelius Capital Management and earlier worked in Lehman Brothers' fixed-income group on distressed companies and special situations. Co-founder and senior partner Sergei Filipov previously worked at MHR Fund Management and Silver Point Capital, with earlier fixed-income experience at Lehman Brothers. An independent manager profile from Forester Capital describes the Catalur team as pursuing credit event-driven, distressed and special-situations investments using fundamental business analysis, capital-structure analysis and legal analysis. That background is highly relevant to understanding the kinds of complex situations Raynor may be able to access, while still falling short of proving which specific positions sit inside Raynor Fund II.
The most interesting numerical issue emerges when the original offering amount is compared with more recent adviser-level private-fund data. Raynor's Form D has remained frozen at $127.61 million of cumulative securities sold since September 2024, while third-party data derived from Catalur's recent Form ADV show a materially lower gross-asset figure for Raynor, around $80 million. Those figures answer different questions. Form D measures securities sold through the exempt offering and does not reset when investors redeem, capital is distributed, positions decline in value or investments are realized. Form ADV private-fund gross asset value is a different, more current regulatory measure that can move with portfolio valuation, leverage and capital flows. A gap between the two can therefore arise without any filing inconsistency, but the size of the difference makes current NAV, distributions and redemption history particularly important diligence items.
The fund's legal structure adds another nuance. Raynor claims Rule 506(b) and Investment Company Act Section 3(c)(7), making it a qualified-purchaser private fund rather than a broadly available retail hedge fund. Yet the Form D lists a minimum outside investment of only $25,000. That regulatory minimum does not override the much higher wealth or investment thresholds required for qualified purchasers under Section 3(c)(7); it simply means the issuer was willing, at least theoretically, to accept a subscription as small as $25,000 from an investor who otherwise met the fund's eligibility requirements. This distinction is worth making explicit because readers can easily misread a $25,000 Form D minimum as evidence that the fund is accessible to ordinary retail investors.
KEY FINDINGS Raynor Fund II is unusual because the entire $127,610,549 offering was already reported sold in the original September 2024 Form D, only four days after the stated first sale. The 2025 and 2026 amendments contain no additional amount sold and continue to show 33 investors and $0 remaining. Catalur Capital Management is a fully SEC-registered adviser with approximately $612 million of regulatory AUM and manages Raynor alongside several Catalur-branded funds. Public adviser-derived private-fund data suggest Raynor's more recent gross assets are materially below the historical $127.61 million Form D amount, illustrating why cumulative offering sales cannot be treated as current NAV. The fund's precise strategy is not independently disclosed in public manager materials, so Catalur's broader distressed-credit, special-situations and private-capital strategy should be presented as manager context rather than automatically attributed to every Raynor position.
FUND AND MANAGER PENETRATION Raynor Fund II LP is a Delaware limited partnership formed in 2024, CIK 0002038256 and SEC file 021-524735. Its principal office is 60 East 42nd Street, Suite 1130, New York, matching Catalur Capital Management's current office. Catalur GP, LLC is the general partner, Catalur Capital Management, LP is investment manager, and Michael Salatto is COO, CFO and CCO. Catalur is registered with the SEC under CRD 307830 / 801-118444 and reports roughly $612 million of RAUM across 23 accounts. David Tiomkin and Sergei Filipov are the founders and principal investment leaders. Catalur's broader platform includes Raynor Fund II, Catalur Onshore and Offshore funds, Catalur Special Opportunities Fund III, Catalur Capital Solutions Fund and Catalur Specialty Finance Fund I, demonstrating that Raynor sits within a multi-product credit and special-situations manager rather than operating as an isolated fund.
FORM D HISTORY AND THE STATIC $127.61M September 23, 2024 original filing: first sale September 19, 2024; $127,610,549 total offering; $127,610,549 sold; $0 remaining; 33 investors; $25,000 minimum; Rule 506(b); Section 3(c)(7); hedge fund classification. October 7, 2025 amendment: amount sold remained $127,610,549 with no additional capital reported. September 11, 2026 amendment: again $127,610,549 sold, $0 remaining and 33 investors. This two-year lack of change is materially different from a normal rolling fundraise and suggests the offering was fully placed at inception rather than continuously marketed.
CATALUR STRATEGY EVIDENCE Catalur describes itself as a fundamentals-based investor focused on credit and special situations. Its public strategy includes a long/short approach investing opportunistically across the capital structure and a private-capital strategy making private credit, structured equity and co-investments in lower-middle-market or complex situations. Examples cited by the manager include M&A financing, refinancings, litigation funding and asset financing. David Tiomkin's background includes Aurelius Capital and distressed/special-situations work at Lehman Brothers; Sergei Filipov's background includes MHR Fund Management, Silver Point and Lehman Brothers. These facts establish manager expertise but do not establish Raynor's exact current holdings.
WHY $127.61M DOES NOT EQUAL CURRENT NAV The Form D amount sold is a cumulative issuance measure. It does not fall when investors redeem or when capital is returned, and it does not rise or fall with investment performance. Current fund NAV or Form ADV gross assets can therefore diverge substantially from historical securities sold. If recent adviser-derived data showing roughly $80M of Raynor gross assets are accurate, the gap versus $127.61M could reflect distributions, redemptions, valuation changes or other portfolio events. It should not be labeled a loss without fund financial statements. Investors should obtain audited NAV history and capital-account statements before drawing conclusions from the difference.
CORE INVESTOR QUESTIONS AND RISKS The most important diligence questions are what Raynor Fund II actually owns today, whether it is primarily public credit, private credit, structured equity, distressed securities or a blended special-situations mandate, and why the original offering was fully subscribed almost immediately. Investors should obtain the PPM, current NAV, gross asset value, inception-to-date subscriptions, redemptions and distributions, gross and net performance, portfolio concentration, realized and unrealized returns, leverage, derivative exposure, liquidity buckets, counterparty exposures, management fee and incentive allocation. If the fund uses distressed credit, litigation finance or bespoke private financings, investors should pay particular attention to restructuring duration, legal recoveries, collateral quality and exit liquidity. A 3(c)(7) structure also means eligibility is materially more restrictive than the $25,000 stated Form D minimum might imply.
SEC SNAPSHOT SEC File No.: 021-524735 Latest Filing: Form D/A Formation Year: 2024 Principal Office: 60 East 42nd Street, Suite 1130, New York, NY 10165 Exemption: Rule 506(b) Security: Pooled Investment Fund Interests Remaining: $0 Offering Duration: More than one year Sales Commissions: $0 Finder Fees: $0 Related-Person Proceeds: $0 Aggregate NAV: Declined to disclose Investment Manager: Catalur Capital Management, LP Latest Signatory: Michael Salatto, COO/CFO/CCO
PRIMARY EVIDENCE REVIEWED SEC Form D filed September 23, 2024 for Raynor Fund II. SEC Form D amendments filed October 7, 2025 and September 11, 2026. SEC IAPD firm record for Catalur Capital Management, LP, CRD 307830. Catalur Capital Management Form ADV and private-fund schedule. Catalur Capital Management official website and strategy materials. Catalur official team biographies for David Tiomkin and Sergei Filipov. Independent institutional manager profile describing Catalur's distressed and event-driven strategy. Public adviser-derived private-fund data used to compare more recent gross asset value with historical Form D sales.
IMPORTANT FORM D NOTICE Raynor Fund II's $127,610,549 Form D amount sold has remained unchanged since its original 2024 filing. It is cumulative securities issuance, not a statement that the fund currently has exactly $127.61 million of NAV or gross assets. A lower current gross-asset figure would not by itself establish investment losses because distributions, redemptions and portfolio realizations can reduce current assets. Catalur's SEC registration verifies its regulatory status but does not constitute SEC approval of Raynor Fund II, its portfolio, strategy or investment performance.