Frog European Growth II LP Notice of Exempt Offering of Securities For 5m USD

Frog Capital

Frog European Growth II LP Notice of Exempt Offering of Securities For 5m USD

Technology investor Frog Capital has reached the first close for its second software-scale up fund,Frog European Growth II LP, which is targeting €150m.

Frog European Growth II will invest in scale-up companies in Europe with an average of €5m of revenues. The firm did not disclose how much the fund raised at first close.

The vehicle has attracted a significant number of investors from outside the UK, senior partner and founder Mike Reid said, despite the uncertainty caused by Brexit. However, the ongoing issues surrounding the UK’s exit from the European Union has resulted in the European Investment Fund, which is an investor in Frog Capital’s earlier funds, not yet making a new commitment.

“The EIF investment team seem keen, but the powers that be seem to have halted discussion with all UK based funds right now,” said Reid.

Frog Capital’s previous fund raised €90m, receiving a €9m commitment from the British Business Bank. Reid said the Bank is currently doing due diligence on the second fund.

The investment group has recently led a £14m funding round held buy Modulr, a business-to-business payment platform for digital companies.

The firm also backs German property technology business McMakler, which just raised €50m in series C funding.

“Scaling a company from 50 to over 500 people is very intense. CEOs are increasingly looking to partner with specialist investors like Frog who have been through this phase before and can help avoid the pitfalls experienced by others,” Reid said.

He added: “[There is] quite a big gap in this area. If you look at the last five years, there has been a lot of early stage company creation. In the growth buyout area there is a lot of money for mature companies. When you look at the number of specialists focusing on scale-up companies these are fewer.”

Washington, D.C. 20549
FORM DNotice of Exempt Offering of Securities
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer’s Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
X Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)
Name of Issuer
Frog European Growth II LP
Jurisdiction of Incorporation/Organization
Year of Incorporation/Organization
Over Five Years Ago
X Within Last Five Years (Specify Year) 2019
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Frog European Growth II LP
Street Address 1 Street Address 2
City State/Province/Country ZIP/PostalCode Phone Number of Issuer

3. Related Persons

Last Name First Name Middle Name
Street Address 1 Street Address 2
6 rue Eugene Ruppert
City State/Province/Country ZIP/PostalCode
Luxembourg LUXEMBOURG L-2453
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

General Partner of Issuer

4. Industry Group

Banking & Financial Services
Commercial Banking
X Investing
Investment Banking
Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes No
Other Banking & Financial Services
Business Services
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
Health Insurance
Hospitals & Physicians
Other Health Care
Real Estate
REITS & Finance
Other Real Estate
Other Technology
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 – $1,000,000 $1 – $5,000,000
$1,000,001 – $5,000,000 $5,000,001 – $25,000,000
$5,000,001 – $25,000,000 $25,000,001 – $50,000,000
$25,000,001 – $100,000,000 $50,000,001 – $100,000,000
Over $100,000,000 Over $100,000,000
X Decline to Disclose Decline to Disclose
Not Applicable Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
X Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale 2019-11-01 First Sale Yet to Occur

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
Yes X No

9. Type(s) of Securities Offered (select all that apply)

Equity X Pooled Investment Fund Interests
Debt Tenant-in-Common Securities
Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient CRD Number X None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Street Address 1 Street Address 2
City State/Province/Country ZIP/Postal Code
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
All States

13. Offering and Sales Amounts

Total Offering Amount $5,000,000 USD
or Indefinite
Total Amount Sold $5,000,000 USD
Total Remaining to be Sold $0 USD
or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

15. Sales Commissions & Finder’s Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
X Estimate
Finders’ Fees $0 USD
X Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
X Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

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