Form 21-3 (Article 246-5)
(letter)
Explanatory document for the 6th term
From: January/1/2025
To: December/31/2025
Date: 04/30/2026
Name of Business: Isomer Capital II GP S.à r.l.
Name: R Joseph Schorge (Manager)
(Name and Title of the Representative
in the case that applicant legal status is corporation )
(Note)
A person who has changed his/her surname may quote his/her former name next to the
current full name in parenthesis in the “Name” section.
1. Operational status of business
(1) Date of notification
①Notification in accordance with Financial Instruments and Exchange Act (hereafter
“FIEA”) Article 63(2) or Article 63-3(1)
Date: 07/22/2020
②Notification in accordance with Article 48(2), (4) or (6) of the Supplementary Provisions
of the Act to Partially Amend the Securities and Exchange Act (Act No. 65 of 2006)
Date: Not Applicable
(2) Types of businesses currently being operated
SPBQII (private placement and investment management)
(3) Overview of the current term
Isomer Capital II GP S.à r.l. is the general partner of Isomer Capital II SCSp, a
Luxembourg-domiciled fund of funds focused on venture capital investments. No
extraordinary events occurred during the last term.
(4) Status of corporate officers and employees
① Number of corporate officers and employees
Corporate
officers of which part-
time officers
Employees TotalTotal 4 0 0 4
② Status of corporate officers
Positions Names
Investment Adviser Isomer Capital LLP
（R Joseph Schorge, Member）
Manager Skinder Nehdi
Manager R Joseph Schorge
Manager Karen Mary McSorley
③ Status of performance-linked remuneration for corporate officers
Status of performance-linked remuneration for corporate officers
No performance-linked remuneration for corporate officers
(5) Status of the principal business office, and business offices where Specially Permitted
Businesses for Qualified Institutional Investors, etc.(“SPBQII”) are operated
Name Location Number of Corporate
officers and employees
Principal business office
/ Registered office
8, rue Lou Hemmer , L-1748
Senningerberg, Grand Duchy of
Luxembourg
4
Total 1 locations Total 4
(6) Status of external auditing
Name or business name of the certified
public accountant or auditing firm Details of auditing
EY Luxembourg Annual audit (voluntary)
(Note)
1. Operational status of business
(2) Types of businesses currently being operated
In relation to businesses currently under operation, (1)enter “private placement”
if they include businesses relating to acts specified under FIEA Article 63(1)(i);(2)enter “investment management” if they include those relating to acts specified
under (ii) of the same Paragraph; (3)if they include those specified under the
provisions of Article 17-13(2) of the Enforcement ordinance of the Financial
Instruments and Exchange Act as businesses that especially require the
protection of investors among those specified under (9) of the same Article,
please indicate thus; and (4)if there are other businesses, please enter the types
of such businesses. In addition, if there have been changes in such businesses
during the term, please indicate them.
(3) Overview of business operations in the current term
Please give an overview of the business activities, business performance, and
important events that have affected operating performance during the current
term.
(4) Status of corporate officers and employees
① Number of corporate officers and employees
Enter the numbers of corporate officers and employees (limited to corporate
officers and employees engaged in SPBQII; the same applies in ② below) as
at the end of the current term.
② Status of corporate officers
Create a table and indicate all corporate officers as at the end of the current
term. Note, however, that foreign corporations do not need to indicate
representatives in Japan (i.e., persons specified under FIEA Article 63(7)(i)(d)).
③ Status of performance-linked remuneration for corporate officers
If remuneration, etc. (meaning the remuneration, bonus or other property
benefit provided from the company as compensation for execution of operation,
which is pertaining to the latest business year, or whose amount of paid or
expected to be paid has been clarified in the latest business year (excluding
those indicated in the business reports for any business years prior to the latest
business year); hereinafter the same applies in ③ ) for corporate officers
includes performance-linked remuneration (meaning remuneration, etc.
calculated based on an indicator related to profits accrued by transactions
performed as management of investment assets; hereinafter the same applies
in ③), indicate the following.
(a) If a policy regarding the decision of payment rate for performance-linked
remuneration and other remuneration is determined, indicate the details.
(b) Provide the indicator related to performance-linked remuneration, reason for
selecting the indicator, and method for determining the performance-linked
remuneration.(c) Indicate the total amount of performance-linked remuneration, its ratio to
officer’s remuneration and number of covered officers for each category of
directors (excluding supervisory committee members and outside directors),
supervisory committee members (excluding outside directors), company
auditors (excluding outside company auditors), executive officers, and outside
officers.
(d) Provide prospects and achievements of the indicator related to performance-
linked remuneration. If all or part of remuneration, etc. is non-monetary
remuneration, indicate the details.
(5) Status of the principal business office, and business offices where SPBQII are
operated
Enter information about the principal business office, as well as each of the
business offices where SPBQII are operated (“business offices, etc.” hereafter in
(5)). In addition, if there have been additions or abolitions of business offices, etc.,
or changes in the names or addresses of business offices, etc. during the term,
please indicate them.
(6) Status of external auditing
Provide relevant information in this section if you have your financial statements
externally audited by certified public accountants or auditing firms at least once
every year.
Indicate whether the audits are statutory or voluntary, and describe specifically
and succinctly the details of the audit results in the “Details of auditing.”
(7) Status of the fund (excluding Electronically Recorded Transferable Rights That Must
Be Indicated on Securities, etc.)
Names of the
Invested Business
Equity
Isomer Capital II SCSp
Details of the
Invested Business
Types of the
Invested Business
Equity
Rights based on laws and regulations of a foreign state
Location of the
accounts into which
investment money is
paid
Flow of fundsDuration
Types of investors Number of investors
Qualified Institutional Investors
(“QIIs”)
3
Status of investors
of whom individuals 0
Investors other than QIIs 8
of whom individuals 0
Total 11
Amount of
investment by QIIs
and its ratio
Amount of investment yen
Ratio of investment %
Existence of persons specified
under the items of Article 233-3
(“yes” or “none”)
If persons specified
under the items of
Article 233-3 are
among the
counterparty
Status of
audits
Name or business
name of the certified
public accountant or
auditing firm
Details of audits
(Note)
1. Create a table and provide information for each of the Invested Business Equity
regarding securities equivalents related to FIEA Article 2(2)(v) or (vi). Note, however,
that you are only required to provide information in the “Names of the Invested
Business Equity,” “Types of the Invested Business Equity” and “Status of investors”
for securities equivalents relating to (v) or (vi) of the same paragraph in which only
professional investors invest.
Please indicate securities equivalents relating to (v) or (vi) of the same paragraph
that were privately placed in the past and the expirations of whose duration are set
in the current term or later, even if there has been no private placement during the
current term.
2. This table must be created based on the end of the current term as the basis. If the
accounting period of the fund (referring to assets into which investment or
contribution has been made by persons who own securities equivalents relating to
FIEA Article 2(2)(v) or (vi); the same applies in 6) and the term of the notifier of
SPBQII do not match, make entries based on figures at the end of the last
accounting period that came before the end of the current term.3. In the “Details of the Invested Business” row, enter specific details of businesses
that will manage the money and other assets being invested or contributed.
4. Select and enter, in the “Types of the Invested Business Equity” column, from
“Partnership contract under the Civil Code,” “Silent partnership contract,”
“Investment Limited Partnership contract,” “Limited Liability Partnership contract,”
“Membership rights of an incorporated association,” “Rights based on laws and
regulations of a foreign state” and “Other rights.” Provide specific details if you
select “Other rights.” Please also specify the names of laws the rights are based on
and their key details if you select “Rights based on laws and regulations of a foreign
state.”
5. In “Location of the accounts into which investment money is paid,” indicate names
of the countries or territories where accounts into which customers pay their
investment money are located.
6. In the “Flow of funds” section, indicate the names of business or names and roles
of persons responsible for transferring, sending, managing or storing money related
to the fund.
7. In the “Ratio of investment” row under “Amount of investment by QIIs and its ratio”
section, indicate the percentage of the invested amount by QIIs out of the total
invested amount.
8. In the “Existence of persons specified under the items of Article 233-3” column:
Specify “yes” in the case of private placement of Invested Business Equity with
persons specified under the Paragraphs of Article 233-3 as the counterparty, or
management of money and other assets invested or contributed by persons other
than QIIs; otherwise enter “none.”
9. Indicate whether the external audits are statutory or voluntary and describe
specifically and succinctly the details of the audit results in the “Details of audits.”
10. If there are circumstances that need reporting but do not fit anywhere in this table,
you can indicate this using similar forms within such a scope that they do not cause
misunderstanding.
(7－2) Status of the fund (limited to Electronically Recorded Transferable Rights That
Must Be Indicated on Securities, etc.)
Names of the
Invested Business
Equity
Details of the
Invested BusinessTypes of the
Invested Business
Equity
Location of the
accounts into which
investment money is
paid
Flow of funds
Duration
Types of investors Number of investors
Qualified Institutional Investors
(“QIIs”)
Status of investors
of whom individuals
Investors other than QIIs
of whom individuals
Total
Amount of
investment by QIIs
and its ratio
Amount of investment yen
Ratio of investment %
Existence of persons specified
under the items of Article 233-3
(“yes” or “none”)
If persons specified
under the items of
Article 233-3 are
among the
counterparty
Status of
audits
Name or business
name of the certified
public accountant or
auditing firm
Details of audits
2. Status of accounts
Notifier is required to create balance sheets and profit and loss statements.
If the notifier is a corporation other than large companies prescribed under Article 2(vi)
of the Companies Act (Act No. 88 of 2005), it is not required to submit profit and loss
statements, but it is required to include net profit/loss in the balance sheets.
If the notifier has made its notification as a member of a partnership, etc., that does not
have judicial personality, it is required to prepare balance sheets and profit and loss
statements of the partnership, etc. However, partnerships, etc., other than those that havebooked 500 million yen or more in investment money, etc. or those that have booked a
total 20 billion yen or more in the liabilities section in the balance sheet for the last fiscal
year do not need to prepare a profit and loss statement but are required to include net
profit/loss in the balance sheets.
Notifiers who are individuals are not required to prepare balance sheets or profit and
loss statements.Isomer Capital II GP S.à r.l. (Société á responsabilité limitée)
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
8, rue Lou Hemmer, L-1748 Senningerberg, Luxembourg
RCS Luxembourg: B 242097
Subscribed capital: EUR 12,000Isomer Capital II GP S.à r.l. (Société á responsabilité limitée)
ABRIDGED BALANCE SHEET
AS AT 31 DECEMBER 2025
(Denominated in EUR)
31 December 31 December
2025 2024
EUR EUR
ASSETS
Fixed assets #REF! #REF!
Financial assets #NAME? #NAME?
Investments held as fixed assets
102 102
Current assets show show
#NAME? #NAME?
Trade receivables #NAME?
Amounts owed by affiliated undertakings
a) becoming due and payable within one year Cash at bank and in hand
199,922 125,093
108,039 97,030
307,961 222,123
Prepayments 2,142 383,888
Total Assets 310,205 606,113
CAPITAL, RESERVES AND LIABILITIES
Capital and reserves show show
Subscribed capital 12,000 12,000
Reserves #NAME? #NAME?
Legal reserve 1,200 1,200
Profit or loss brought forward 66,094 58,947
Profit or loss for the financial year 6,908 7,147
86,202 79,294
Trade and other creditors a) becoming due and payable within one year Liabilities show show
#NAME? #NAME?
224,003 526,819
224,003 526,819
Total Capital, Reserves and Liabilities 310,205 606,113Isomer Capital II GP S.à r.l. (Société á responsabilité limitée)
ABRIDGED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
(Denominated in EUR)
1 January to 1 January to
31 December 31 December
Gross profit or loss 2025 2024
EUR EUR
8,878 20,032
Other operating expenses– (11,237)
Interest payable and similar expenses
Other interest and similar expenses (115) –
(4,233) (3,300)
Tax on profit or loss Profit or loss after taxation 4,530 5,495
Other taxes not shown under previous captions 2,378 1,652
Profit or loss for the financial year 6,908 7,147