Structural Capital Management Company II, LP (the “Adviser”), a Delaware limited partnership, 
was formed in April 2016 and filed to become a registered investment adviser with the United 
States Securities and Exchange Commission (the “SEC”) on June 26, 2020. Kai Tse and Lawrence 
Gross are the principal owners of the Adviser. Structural Capital GP, LLC, a Delaware limited 
liability company, serves as the general partner of the Adviser and is owned and controlled by Kai 
Tse and Lawrence Gross.  
 
The Adviser, together with the General Partners (defined below), the Relying Adviser (defined 
below) and any future advisory affiliates (collectively, “Structural Capital”), provide advisory 
services on a discretionary basis to privately offered pooled investment vehicles (each, a “Fund” 
and collectively, the “Funds”). Structural Capital also manages several series limited liability 
company vehicles with separate portfolios that  invest in a single portfolio company  (each an 
“SPV” and collectively, “SPVs”). Structural Capital may also provide co- and/or sub-advisory 
services, on a discretionary or non-discretionary basis, for separately managed or pooled 
investment vehicle Client accounts (“Other Advisory Accounts”). The Funds, SPVs and Sub-
Advisory Accounts are collectively referred herein as “Advisory Clients” and each, an “Advisory 
Client”. To facilitate investment by certain investors, Structural Capital may create one or more 
feeder funds or parallel funds or alternative vehicles. 
Structural Capital provides discretionary investment management services through affiliated 
general partners of Advisory Clients (each, a “General Partner” and collectively, the “General 
Partners”).  The Adviser is affiliated with Structural Capital Management Company, LP  and 
Structural Capital Management Company IV, LLC, each of which serve as an adviser to one of 
the Funds, namely, respectively: Structural Capital Investments I, LP (“Fund I”) and Structural 
Capital Investments  IV, LP (“Fund IV”).  Structural Capital Management Company, LP and 
Structural Capital Management Company IV, LP are referred to as “Relying Advisers”. Each 
General Partner and the Relying Advisers operate as a single advisory business with the Adviser 
and are deemed to be registered under the Investment Advisers Act of 1940, as amended (the 
“Advisers Act”), in accordance with SEC guidance, pursuant to the Adviser’s registration. 
Structural Capital is an investment firm that primarily provides growth capital financing to 
companies in technology and technology enabled markets.  See  Item 8: Methods of Analysis, 
Investment Strategies and Risk of Loss for a description of Structural
                                        
                                        
                                             Capital’s investment strategy. 
 
Structural Capital’s investment management and advisory services to its Advisory Clients  are 
provided pursuant to the terms of the applicable private placement memorandum or offering 
document (each,  an “Offering Document”), limited partnership or other operating agreement 
(each, a “Partnership Agreement”, and together with any Offering Document, the “Governing 
Documents”), which set forth investment strategies and limitations. Limited partners or limited 
members of Advisory Clients  (each,  a  “Limited Partner”  and collectively, the  “Limited 
Partners”) cannot obtain services tailored to their individual specific needs. 
At its discretion, Structural Capital has in the past and may in the future enter into “side letters” or 
similar agreements with certain Limited Partners pursuant to which Structural Capital grants to 
such Limited Partner specific rights, benefits or privileges that are not made available to Limited 
Partners generally. Structural Capital, generally, is not required to notify any or all of the other 
Limited Partners of any such side letters or any of the rights or terms or provisions of such side 
letter nor will Structural Capital be required to offer such additional or different rights or terms to 
any or all of the other Limited Partner absent an agreement to do so. 
Structural Capital  may provide co-investment opportunities to some (but not necessarily all) 
Limited Partners, the General Partner, Structural Capital and their respective affiliates and 
employees and others. Such co-investments may be made under such circumstances and in such 
amounts as Structural Capital in its sole and absolute discretion determines. The terms of such co-
investments may be different from the terms of the investment under the Governing Documents. 
Limited Partners  will not have any right  to determine or influence the terms of such co-
investments. For the avoidance of doubt, Structural Capital will be under no obligation to provide 
co-investment opportunities to any particular person, including Limited Partners.  Additional 
information regarding co-investment opportunities are provided in Item 5: Fees and Compensation 
and Item 8: Methods of Analysis, Investment Strategies and Risk of Loss. 
Structural Capital does not participate in wrap fee programs. 
As of  December  31,  2023,  Structural Capital managed  regulatory assets of  approximately 
$790,800,000  comprised of  $732,300,000 on a discretionary basis  and $58,500,000 on a non-
discretionary basis. 
Persons reviewing this Brochure should not construe it as an offering of interests in any of the 
Advisory Clients described herein.