Robinhood Ventures Fund II

09/28/2026 | Press release | Distributed by Public on 09/28/2026 14:06

Quarterly Report for Quarter Ending June 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and related notes and other financial information appearing elsewhere in this quarterly report on Form 10-Q (the "Quarterly Report") and our definitive prospectus dated August 12, 2026 (the "Prospectus") in connection with our IPO. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in the sections titled "Risks" and "Note Regarding Forward-Looking Statements."
Overview
We are an externally managed, diversified, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act, and intends to elect to be treated as a RIC under Subchapter M of the Code beginning with our first taxable year following the IPO.
Our shares are currently listed on the New York Stock Exchange under the symbol "RVII."
Our investment objective is to seek long-term capital appreciation. In pursuing our investment objective, we primarily invest, under normal circumstances, in a diversified portfolio of early-stage and growth-stage private companies, with a focus on private companies that are current or previous participants in the Y Combinator startup accelerator program or companies with a founder or co-founder that has participated in the Y Combinator startup accelerator program (collectively, "YC Companies"). We may, however, also invest in companies that are not YC Companies.
We seek to invest in YC Companies and other early-stage and growth-stage private companies that, in the view of the Adviser, demonstrate significant growth potential (each, a "Promising Company"). In identifying Promising Companies, the Adviser considers a variety of factors that may include the experience and track record of the founding team, market size, industry trends, product differentiation, commercial traction, and business model.
We make direct investments in Promising Companies, including follow-on investments, typically in the form of non-controlling equity and equity-related securities, including but not limited to, SAFEs, common stock, warrants, convertible preferred stock, other equity or equity-linked securities or ownership interests in business enterprises, other forms of senior equity, which may or may not be convertible into a company's common equity, and preferred stock and convertible debt securities.
As a BDC, at least 70% of the Company's assets must be the type of "qualifying" assets listed in Section 55(a) of the 1940 Act, which are generally privately offered securities issued by U.S. private or thinly traded companies. We may also invest up to 30% of our portfolio opportunistically in "non-qualifying" portfolio investments, such as investments in non-U.S. companies and private vehicles (each, a "Private Vehicle") that rely on an exclusion from the definition of investment company in Section 3(c) of the 1940 Act. As of June 30, 2026, at least 70% of the Company's assets were qualifying assets.
Portfolio and Investment Activity
During the three months ended June 30, 2026, we made $10,750,000 of investments in 43 new portfolio companies and had no sales or exits.
Our portfolio composition, based on fair value at June 30, 2026, was as follows:
Investments at Fair Value Percentage of Total Portfolio
SAFE $ 19,600,000 100 %
Total $ 19,600,000 100 %
During the period from March 16, 2026 (commencement of operations) to March 31, 2026, we made $8,850,000 of investments in 36 new portfolio companies and had no sales or exits.
Our portfolio composition, based on fair value at March 31, 2026, was as follows:
Investments at Fair Value Percentage of Total Portfolio
SAFE $ 8,850,000 100 %
Total $ 8,850,000 100 %
Results of Operations
Since we commenced operations on March 16, 2026, we have no corresponding prior period with which to compare our operating results for the three months ended June 30, 2026.
Operating Results
Our operating results for the three months ended June 30, 2026 were as follows:
For the Three Months Ended June 30, 2026
Expenses:
Organizational expenses
$ 1,191,516
Professional fees 96,771
Sub-administrator and custody expenses
35,850
Trustees' fees
30,937
Other general and administrative expenses 29,090
Total expenses before cost support and reimbursement
1,384,164
Organizational costs support and reimbursement (1,603,347)
Total expenses after cost support and reimbursement
(219,183)
Net investment income
219,183
Net realized gain and change in unrealized appreciation:
Net realized and unrealized gain on investments
-
Net increase in net assets from operations
$ 219,183
Investment Income
For the three months ended June 30, 2026, we had no investment income on investments.
Operating Expenses
Total operating expenses before cost support and reimbursement was $1,384,164 for the three months ended June 30, 2026. A significant portion was attributed to organizational costs incurred by the Company. Under the Organizational Costs Support and Reimbursement Letter Agreement, the Affiliate bore all organizational costs incurred by the Company prior to the IPO and would have irrevocably forborne reimbursement if no offering was consummated. Organizational costs of $1,603,347 borne by the Affiliate through June 30, 2026 include $411,831 expensed in periods through March 31, 2026, and accordingly exceed total expenses of $1,384,164 for the three months ended June 30, 2026.
Subsequent to June 30, 2026, we incurred additional organizational costs of $79,024 through the closing of our IPO, bringing total organizational costs advanced by the Affiliate to $1,682,371. Upon the consummation of the IPO on August 13, 2026, those costs became reimbursable by us, and were charged to us by the Affiliate.
Net Investment Income
For the three months ended June 30, 2026, net investment income was $219,183. Net investment income was a result of the organizational costs support and reimbursement of $1,603,347 that exceeded operating expenses of $1,384,164. Upon the consummation of our IPO, the organizational costs advanced by the Affiliate became reimbursable by us, and the support recognized for the three months ended June 30, 2026 was reversed. We expect to recognize a charge of $1,682,371, representing all organizational costs advanced by the Affiliate through the IPO closing date, resulting in reversal of the net investment income recognized for the three months ended June 30, 2026,
Net Realized Gain
For the three months ended June 30, 2026, we had no net realized gain on investments.
Net Change in Unrealized Gain
For the three months ended June 30, 2026, we had no net change in unrealized gain on investments.
Liquidity and Capital Resources
For the three months ended June 30, 2026, we experienced a net decrease in cash of $2,753,720. During the period, net cash used in operating activities was $12,753,730, primarily as a result of payments made to purchase investments. Net cash proceeds from financing activities was $10,000,010 as a result of proceeds from issuance of Shares.
Subsequent to June 30, 2026, we issued 135,801 common shares of beneficial interest to the Employee Fund for aggregate proceeds of $3,245,614. Additionally, we closed our IPO of 8,000,000 common shares of beneficial interest at a public offering price of $25.00 per share, for gross proceeds of $200,000,000. We received proceeds of $191,000,000, net of the sales load of $9,000,000. Upon consummation of the IPO, deferred offering costs of $4,137,817 were charged to paid-in capital, of which $1,615,769 was recorded as deferred offering costs at June 30, 2026, and organizational costs of $1,682,371 advanced by the Affiliate through the closing date, of which $1,603,347 had been incurred through June 30, 2026, became reimbursable by the Company and were charged to the Company by the Affiliate.
Contractual Obligations
Under the Organizational Costs Support and Reimbursement Letter Agreement, the Affiliate bore all organizational costs incurred by the Company prior to the IPO and would have irrevocably forborne reimbursement if no offering was consummated. Subsequent to June 30, 2026, we completed our IPO and we reimbursed the Affiliate for the organizational costs of $1,682,371, which includes $1,603,347 incurred through June 30, 2026.
Off-Balance Sheet Arrangements
As of June 30, 2026, we have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.
Commitments
As of June 30, 2026, we held no commitments to fund portfolio investments. See Note 8 to the Financial Statements.
Significant Accounting Estimates and Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we will evaluate our estimates, including those related to the matters described below. Actual results could differ from those estimates. We have identified the following items as critical accounting policies.
(a)Investment Valuation
Substantially all of our portfolio is expected to consist of securities for which no active public market exists, including SAFEs and other equity interests in privately held companies. Because these instruments are not publicly traded,
we do not anticipate any observable market prices for a substantial majority of our assets, and their fair value is determined in good faith in accordance with valuation policies and procedures approved by the Board. The Board has designated the Adviser as the Valuation Designee pursuant to Rule 2a-5 under the 1940 Act, subject to the Board's oversight. The Valuation Designee may engage one or more independent valuation firms to assist in valuing our investments.
In valuing our investments, the Valuation Designee considers a range of inputs depending on the nature of the security and the information available at the time, including observable, company-specific transactions such as priced financing rounds, tender or secondary transactions with determinable pricing, signed merger or acquisition agreements, initial public offerings or direct listings, and other transactions with clear pricing implications.
For our investments in SAFEs, the Valuation Designee evaluates the specific contractual terms of each instrument, including any valuation cap, discount and other economic features, and estimates the value of the resulting equity interest across a range of potential outcomes. Where a qualifying financing or other hard event has occurred, the Valuation Designee may reference the pricing of that transaction to derive an implied as-converted value, adjusted for the terms of the SAFE and other relevant facts and circumstances. Because a SAFE's value may not change for an extended period until a conversion or other triggering event occurs, and its ultimate value depends on the outcome of contingent future events, the fair value we assign to a SAFE prior to conversion may differ materially from the value ultimately realized, and any such change could meaningfully affect our NAV per share.
Because the fair value of a SAFE or other equity interest investments is not derived from observable market transactions, the valuations we report involve significant estimation and judgment and are inherently uncertain. Amounts we ultimately realize upon disposition of an investment, or upon conversion of a SAFE, could differ materially from the fair values reflected in our financial statements as of any measurement date, and the timing and manner of any disposition could itself affect the value realized.
We measure fair value in accordance with ASC Topic 820, which defines fair value as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date and establishes a three-level hierarchy that prioritizes the inputs used in valuation:
Level 1 - unadjusted quoted prices in active markets for identical assets that we can access at the measurement date.
Level 2 - quoted prices for similar assets in active markets, quoted prices for identical or similar assets in markets that are not active, or other inputs that are directly or indirectly observable.
Level 3 - unobservable inputs that are significant to the overall fair value measurement, used when little or no market activity exists for the asset.
An investment's classification within the hierarchy is based on the lowest level of input that is significant to its overall fair value measurement, which itself requires judgment. Because substantially all of our investments lack observable market inputs, we expect to classify substantially all of our investments as Level 3.
We calculate our NAV, and value our investments for this purpose, as of the close of each fiscal quarter. Because valuations are performed quarterly rather than continuously, changes in the value of a portfolio investment between measurement dates - whether from company-specific developments or broader market and economic conditions - are not reflected in our NAV until the next quarterly valuation. Given the concentration of our portfolio in Level 3 investments, changes in the assumptions used in our valuation process, or in the timing and occurrence of the hard events and other information on which those assumptions rely, could have a material effect on our NAV and results of operations in any given period.
(b)Income Tax
We were taxed as a "C" corporation from our organization. We intend to elect to be treated as a RIC beginning with our first taxable year following the IPO. Until our first taxable year following the IPO, we continued to be taxed as a "C" corporation and recognized current and deferred income taxes based on our taxable income computed under the separate return method, notwithstanding our consolidation with our Affiliate for income tax reporting purposes, and we evaluated our deferred tax assets each period to determine whether a valuation allowance was required. That evaluation required significant judgment about our expected future taxable income, available tax planning strategies and other factors, and changes in that judgment could have materially affected our tax provision in future periods. Following our RIC election, our ability to avoid corporate-level income tax on amounts we distribute will depend on us satisfying applicable source-of-income, asset diversification and distribution requirements on an ongoing basis.
Related-Party Transactions
We have entered into a number of business relationships with affiliates or related parties, including the following:
(a) Investment Advisory Agreement:
Under the terms of the Investment Advisory Agreement, the Adviser provides investment advice and manages the day-to-day business and affairs of the Company, in each case under the ultimate supervision of the Board. Pursuant to the Investment Advisory Agreement, effective upon the IPO of the Company, the Company will pay the Adviser the Management Fee consisting of two components: a Base Management Fee and an Incentive Fee on Capital Gains.
The Base Management Fee will be calculated and payable quarterly at an annual rate of 2.00% of the Company's Net Assets determined quarterly as of the end of each quarter. For purposes of determining the Base Management Fee payable to the Adviser, the Company's Net Assets will be calculated prior to any reduction for the accrual of the Management Fee for that quarter. "Net Assets" means the total assets of the Company minus the Company's liabilities.
The Incentive Fee on Capital Gains will be calculated and payable as of the end of each fiscal year (or, upon termination of the Investment Advisory Agreement, as of the termination date). The Incentive Fee on Capital Gains will equal 20% of the Company's realized capital gains, if any, on a cumulative basis from inception through the end of each fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid Incentive Fees on Capital Gains. In no event will the Incentive Fee on Capital Gains exceed the amount permitted by the Advisers Act, including Section 205 thereof.
There were no Management Fees incurred during the period ended June 30, 2026 and March 31, 2026.
(b) Administration Agreement:
The Company has entered into an Administration Agreement with the Administrator subsequent to year end. Under the Administration Agreement, the Administrator performs, or oversees the performance of administrative services necessary for the operation of the Company, which include, among other things, being responsible for the financial records which the Company is required to maintain and preparing reports to the Shareholders and reports filed with the SEC. In addition, the Administrator assists in determining and publishing the Company's NAV, oversees the preparation and filing of the Company's tax returns, oversees the printing and dissemination of reports to the Shareholders, and generally oversees the payment of the Company's expenses and the performance of administrative and professional services rendered to the Company by others. The Company will reimburse the Administrator for its allocable portion of the costs and expenses incurred by the Administrator in performance by the Administrator of its duties under the Administration Agreement, including technology costs and the Company's allocable portion of cost of compensation and related expenses of the Company's Principal Financial Officer and Chief Compliance Officer and their respective staffs, as well as any costs and expenses incurred by the Administrator relating to any administrative or operating services provided by the Administrator to the Company (including costs and expenses incurred by the Administrator in connection with the delegation of its obligations under the Administration Agreement to the Sub-Administrator). The Board reviews the allocation methodologies with respect to such expenses. Under the Administration Agreement, non-investment professionals of the Administrator may provide, on behalf of the Company, managerial assistance to those portfolio companies to which the Company is required to provide such assistance. To the extent that the Company's Administrator outsources any of its functions, the Company pays the fees associated with such functions on a direct basis without profit to the Administrator. There were no expenses allocable to the Company for the period ended June 30, 2026 under this agreement.
(c) Organizational Costs Support and Reimbursement Letter Agreement:
On June 29, 2026, the Company entered into an Organizational Costs Support and Reimbursement Letter Agreement with the Affiliate and the Adviser, which was approved by the Board. Pursuant to this agreement, the Affiliate agreed to pay all organizational costs incurred by the Company or incurred by the Affiliate on the Company's behalf prior to an IPO of its common shares of beneficial interest.
Organizational costs advanced by the Affiliate under this agreement totaled $1,603,347 through June 30, 2026, comprising $1,191,516 incurred during the three months ended June 30, 2026 and $411,831 incurred and accrued in periods through March 31, 2026.
In the event the Company had not consummated an IPO of its Shares, the Affiliate would have irrevocably forborne its right to seek reimbursement from the Company for such organizational costs.
The organizational costs were charged to the Company by the Affiliate immediately upon the consummation of the IPO, and the Company reimbursed the Affiliate for such organizational costs from the proceeds received by the Company from the IPO. As a result, the organizational costs immediately reduced the NAV of each Share purchased in the IPO.
As of June 30, 2026, the Company has recorded $1,603,347 Accrued Organizational Expenses and a corresponding amount as Due from Affiliate on the Statement of Assets and Liabilities, as the IPO was not consummated as of that date.
(d) Tax Sharing Agreement:
The Company has a tax sharing agreement with the Affiliate, and pursuant to the agreement, the Company pays the Affiliate amounts related to income taxes owed. For the three-month period ended June 30, 2026, the Company accrued no federal income taxes payable under the agreement and accrued $262 of state franchise taxes payable under the agreement.
Recent Developments
On July 17, 2026, the Company issued 135,801 common shares of beneficial interest to the Employee Fund, for aggregate proceeds of $3,245,614. Following the issuance, 1,066,384 Shares were outstanding.
On August 14, 2026, the Company effected a reverse split of its common shares of beneficial interest, pursuant to which each outstanding Share was converted into 0.97658 Shares. The number of Shares outstanding was reduced from 1,091,957 to 1,066,384. The reverse split was effected in connection with the Company's IPO. All Share and per-Share amounts in these financial statements and the accompanying notes have been adjusted retroactively to give effect to the split for all periods presented. The split had no effect on the Company's net assets, total expenses, net investment income or total return.
On August 14, 2026, the Company closed its IPO of 8,000,000 common shares of beneficial interest at a public offering price of $25.00 per share, for gross proceeds of $200,000,000. The Company received proceeds of $191,000,000, net of the sales load of $9,000,000. The Company's common shares of beneficial interest began trading on the New York Stock Exchange on August 13, 2026 under the ticker symbol "RVII."
Upon consummation of the IPO, deferred offering costs of $4,137,817 were charged to paid-in capital, of which $1,615,769 was recorded as deferred offering costs at June 30, 2026. In addition, the organizational costs of $1,682,371 advanced by the Affiliate through the closing date, of which $1,603,347 had been incurred through June 30, 2026, became reimbursable by the Company and were charged to the Company by the Affiliate. The charge eliminated the Due from Affiliate, and reversed the organizational costs support and reimbursement of $1,603,347 recognized in the Statement of Operations for the three months ended June 30, 2026.
On August 19, 2026, Lucas Moskowitz replaced Aaron Ellias as Secretary of the Company, and Aaron Ellias and Christian Lymn were each appointed Assistant Secretary of the Company.
Emerging Growth Company Status
The Company is an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As a result, the Company intends to take advantage of certain exemptions for emerging growth companies allowing it to temporarily forgo the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. The Company will remain an emerging growth company until the earlier of (a) the last day of the fiscal year (i) following the fifth anniversary of the completion of the Company's IPO, (ii) in which the Company has total annual gross revenue of at least $1.235 billion, or (iii) in which the Company is deemed to be a large accelerated filer, which means the market value of the Company's common shares of beneficial interest that is held by non-affiliates exceeds $700 million as of the end of the Company's prior second fiscal quarter, and (b) the date on which the Company has issued more than $1 billion in non-convertible debt during the prior three-year period.
In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the extended transition period for complying with new or revised accounting standards, which may make it more difficult for
investors and securities analysts to evaluate the Company since the Company's financial statements may not be comparable to companies that comply with public company effective dates and may result in less investor confidence.
Robinhood Ventures Fund II published this content on September 28, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on September 28, 2026 at 20:06 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]