The new vehicle leans on Akkadian Ventures, the 16-year secondary-market shop that gave rise to the Powerlaw platform and its first listed fund.

Powerlaw Capital Group is bringing a second registered closed-end fund to market, filing a Form N-2 registration statement with the SEC on July 23, 2026 for Powerlaw Fund II, a newly formed Delaware statutory trust built to give public market investors access to late-stage, privately-held technology companies.

The fund is structured to follow the same playbook as its predecessor, Powerlaw Corp, which trades on Nasdaq under the ticker PWRL and began trading on May 27, 2026. Rather than a traditional underwritten IPO, Powerlaw Fund II is set up as a resale registration: existing holders of an unnamed predecessor fund will receive shares in a reorganization and become the selling shareholders free to sell into the market once the fund lists. There is no book-building process, no underwriters and no fixed number of shares tied to the offering. The company expects its shares to begin trading within 10 business days of the registration statement’s effectiveness, though the exchange and ticker symbol are not yet named in the filing.

An Akkadian pedigree

Powerlaw Fund II will be externally managed by Powerlaw Fund Adviser, a Delaware entity formerly known as Akkadian CEF Manager and a wholly owned subsidiary of Powerlaw Capital Group. The adviser’s investment team traces its roots to Akkadian Ventures, a venture capital and secondary-investment firm founded in 2010 that the filing describes as the origin of the Powerlaw platform. As of March 31, 2026, Akkadian and its affiliates managed roughly $1.36 billion in assets and had completed more than 875 transactions across upwards of 130 private technology companies over its 16-year history. Powerlaw Capital Group is controlled by Chief Executive Officer Michael Dinsdale, Chief Investment Officer Benjamin Black and President and General Counsel Peter Smith, with Dinsdale and Black also comprising the adviser’s investment committee.

A broad, concentrated mandate

The fund’s mandate centers on equity and equity-related stakes in late-stage private companies that the adviser views as established, high-growth businesses with durable competitive advantages. It plans to build direct positions as well as indirect exposure through special purpose vehicles and privately offered funds managed by outside sponsors, and it may enter forward contracts to gain economic exposure to targets. The filing lists an unusually broad set of target industries, spanning artificial intelligence and machine learning, cloud infrastructure, cybersecurity, semiconductors, fintech, digital assets, aerospace and defense, robotics, healthcare and biotechnology, energy and climate technology, and several other sectors — reflecting a generalist approach to late-stage tech rather than a narrow thesis.

As a non-diversified, closed-end management investment company, Powerlaw Fund II can concentrate holdings well beyond what a diversified fund would allow. The filing outlines a focused book of roughly 20 to 30 portfolio companies, with individual positions generally capped at 20% of net assets at the time of purchase, though that guideline is not a fundamental policy and can shift at the adviser’s discretion. Management expects most portfolio companies to be U.S.-based but leaves room for investment abroad, including in emerging markets.

Fees, taxes and exits

The economics mirror a typical externally managed closed-end structure: the adviser will collect a management fee equal to 2.50% of average gross assets annually, payable quarterly in arrears and calculated to include leverage-financed assets, meaning the fee is owed regardless of whether the fund’s net asset value rises or falls. The fund intends to qualify as a regulated investment company for tax purposes, which requires distributing the bulk of its taxable income to shareholders annually, but because the strategy targets capital appreciation over income, the company does not expect to become a predictable distributor of regular payouts. A distribution reinvestment plan is structured as opt-out, meaning cash distributions default into more shares unless a shareholder elects otherwise.

The fund also lays out how it expects to exit positions. Management anticipates that many of its late-stage targets could see a liquidity event — an IPO, merger or acquisition — within roughly one to six years of investment, though it may continue holding shares after such an event rather than selling immediately, and can also dispose of stakes earlier through private secondary sales if an attractive opportunity arises. Because a substantial portion of the portfolio is expected to sit in illiquid, transfer-restricted private securities, the company cautions that it may not always be able to exit positions on favorable terms or on its own timetable.

Risks the filing flags

Because the vehicle is newly organized with no operating history, and because Powerlaw Capital Group and its adviser are themselves recently formed, the filing flags that the platform has limited experience running a registered closed-end fund despite the team’s private-markets background. The direct-listing mechanics also carry their own uncertainty: without underwriters to support an opening price or manage order flow, the filing warns that trading could be more volatile in the early going than in a conventional IPO, with the balance of buy and sell interest among existing shareholders determining how liquid the market becomes.

On valuation, the board will oversee monthly fair-value marks for holdings that lack an active market, drawing on the adviser’s own analysis alongside outside valuation firms, with net asset value published within 10 business days of each month’s end. The filing acknowledges that valuing private, thinly traded stakes involves subjective judgment and that the adviser’s own management fee is calculated off those same asset values — a structural conflict of interest the fund discloses rather than resolves through independent pricing alone.

Powerlaw Fund II will also compete for deal flow against a large and well-capitalized field: the filing cites private equity and venture funds, secondary-market specialists, investment banks and traditional lenders as rivals for the same late-stage opportunities, some of which may accept lower returns or looser terms to win allocations. Together with Powerlaw Corp, the new fund would form a two-fund complex under the same adviser, meaning the two vehicles could end up competing with each other, and with any future funds the platform launches, for access to the same pool of private companies.

Taken together, the filing signals that Powerlaw Capital Group intends to scale its listed-fund business by replicating the direct-listing, reorganization-based approach it used to bring Powerlaw Corp public, rather than pursuing a traditional capital raise for each new vehicle. For advisors and allocators tracking the growing field of registered closed-end funds offering retail access to private technology exposure, Powerlaw Fund II adds a second, sector-agnostic option built on the same secondary-market pedigree as its Nasdaq-listed sibling.