Capco Partners Amends Form D/A, Confirms 3(c)(1) Investment Co. Exemption

TL;DR

**Capco Partners just confirmed its private fund status, meaning fewer public disclosures.**

AI Summary

Capco Partners, Ltd. filed an amended Form D/A on March 23, 2026, updating their Notice of Exempt Offering of Securities. This amendment specifically indicates that Capco Partners, Ltd. operates under Section 3(c)(1) of the Investment Company Act, meaning they are exempt from registering as an investment company because they have fewer than 100 investors and do not make a public offering. This matters to investors because it clarifies the regulatory framework under which Capco Partners operates, confirming its status as a private fund and not a publicly registered investment company, which affects its reporting requirements and investor base.

Why It Matters

This filing clarifies Capco Partners, Ltd.'s regulatory status, confirming it operates as a private fund exempt from certain Investment Company Act regulations, which impacts its transparency and investor protections compared to registered funds.

Risk Assessment

Risk Level: low — This is an administrative amendment clarifying an existing exemption, posing minimal new risk to investors.

Analyst Insight

An investor should understand that Capco Partners, Ltd. operates as a private fund with limited public disclosure requirements due to its 3(c)(1) exemption, meaning less transparency than publicly registered investment companies.

Key Numbers

• 0001517760 — CIK (Unique identifier for Capco Partners, Ltd. in SEC filings.)
• 2026-03-23 — Filing Date (The date the D/A form was filed and accepted by the SEC.)
• 33 — Act (Refers to the Securities Act of 1933, under which this filing is made.)
• 021-158159 — File No. (The specific file number for this offering with the SEC.)
• 26783229 — Film No. (The film number associated with this specific SEC filing.)

Key Players & Entities

• Capco Partners, Ltd. (company) — the filer of the D/A form
• 0001517760 (dollar_amount) — the CIK (Central Index Key) for Capco Partners, Ltd.
• March 23, 2026 (person) — the filing and acceptance date of the D/A form
• Section 3(c)(1) (person) — the specific exemption from the Investment Company Act claimed by Capco Partners, Ltd.

Forward-Looking Statements

• Capco Partners, Ltd. will continue to operate as a private fund, maintaining its Section 3(c)(1) exemption. (Capco Partners, Ltd.) — high confidence, target: 2027-03-23
• There will be no significant changes in Capco Partners, Ltd.'s public reporting requirements due to this administrative filing. (Capco Partners, Ltd.) — high confidence, target: 2026-09-23

FAQ

Key Financial Figures

• $1 — enues   No Aggregate Net Asset Value   $1 - $1,000,000 $1 - $5,000,000   $1,000,
• $1,000,000 — No Aggregate Net Asset Value   $1 - $1,000,000 $1 - $5,000,000   $1,000,001 - $5,000,
• $5,000,000 — Net Asset Value   $1 - $1,000,000 $1 - $5,000,000   $1,000,001 - $5,000,000   $5,000,001
• $1,000,001 — e   $1 - $1,000,000 $1 - $5,000,000   $1,000,001 - $5,000,000   $5,000,001 - $25,000,000
• $5,000,001 — $5,000,000   $1,000,001 - $5,000,000   $5,000,001 - $25,000,000 $5,000,001 - $25,000,000
• $25,000,000 — $1,000,001 - $5,000,000   $5,000,001 - $25,000,000 $5,000,001 - $25,000,000   $25,000,001
• $25,000,001 — $25,000,000 $5,000,001 - $25,000,000   $25,000,001 - $50,000,000 $25,000,001 - $100,000,0
• $50,000,000 — 5,000,001 - $25,000,000   $25,000,001 - $50,000,000 $25,000,001 - $100,000,000   $50,000,0
• $100,000,000 — 25,000,001 - $50,000,000 $25,000,001 - $100,000,000   $50,000,001 - $100,000,000   Over $1
• $50,000,001 — 0,000,000 $25,000,001 - $100,000,000   $50,000,001 - $100,000,000   Over $100,000,000   O

Filing Documents

• primary_doc.html (D/A)
• primary_doc.xml (D/A) — 7KB
• 0001517760-26-000003.txt ( ) — 8KB

From the Filing

Form D FORM D Notice of Exempt Offering of Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. OMB APPROVAL OMB Number: 3235-0076 Estimated Average burden hours per response: 4.0 1. Issuer's Identity CIK (Filer ID Number) Previous Name(s) None Entity Type Corporation Limited Partnership   Limited Liability Company   General Partnership   Business Trust Other   Name of Issuer   Capco Partners, Ltd. Jurisdiction of Incorporation/Organization FLORIDA   Year of Incorporation/Organization Over Five Years Ago Within Last Five Years (Specify Year)   Yet to Be Formed           2. Principal Place of Business and Contact Information Name of Issuer   Capco Partners, Ltd. Street Address 1 Street Address 2   101 E. KENNEDY BOULEVARD, SUITE 1425     TAMPA   FLORIDA     33602   813-805-0777   3. Related Persons Last Name First Name Middle Name ASSET MANAGEMENT, LLC CAPCO Street Address 1 Street Address 2   101 E. KENNEDY BOULEVARD, SUITE 1425       TAMPA   FLORIDA   33602   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) GENERAL PARTNER Last Name First Name Middle Name HARRELL, JR. WILLIAM HUGHES Street Address 1 Street Address 2   101 E. KENNEDY BOULEVARD, SUITE 1425       TAMPA   FLORIDA   33602   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) MANAGER OF GENERAL PARTNER Last Name First Name Middle Name HARRELL CHRISTOPHER JAMES Street Address 1 Street Address 2   101 E. KENNEDY BOULEVARD, SUITE 1425       TAMPA   FLORIDA   33602   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) MANAGER OF GENERAL PARTNER 4. Industry Group   Agriculture Banking & Financial Services     Commercial Banking     Insurance   Investing     Investment Banking     Pooled Investment Fund Hedge Fund Other Investment Fund Private Equity Fund Venture Capital Fund *Is the issuer registered as an investment company under the Investment Company Act of 1940? Yes  No   Other Banking & Financial Services   Business Services Energy     Coal Mining     Electric Utilities     Energy Conservation     Environmental Services     Oil & Gas     Other Energy Health Care     Biotechnology     Health Insurance     Hospitals & Physicians     Pharmaceuticals     Other Health Care                         Manufacturing Real Estate   Commercial   Construction   REITS & Finance   Residential Other Real Estate   Retailing Restaurants Technology   Computers   Telecommunications   Other Technology Travel   Airlines & Airports   Lodging & Conventions   Tourism & Travel Services   Other Travel Other        5. Issuer Size Revenue Range 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   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 506(b)         Rule 504 (b)(1)(i) Rule 506(c) Rule 504 (b)(1)(ii) Securities Act Section 4(a)(5) Rule 504 (b)(1)(iii) 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   New Notice Date of First Sale   2003-01-01   First Sale Yet to Occur   Amendment     8. Duration of Offering Does the Issuer intend this offering to last more than one year?   Yes   No     9. Type(s) of Securities Offered (select all that apply) Pooled Investment Fund Interests Equity Tenant-in-Common Securities Debt Mineral Property Securities Option, Warrant or Other Right to Acquire Another Security 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   No Clarification of Response (if Necessary)       11. Minimum Investment Minimum investment accepted from any outside investor $   0 USD 12. Sales Compensation Recipient   Recipient CRD Number None     (Associated) Broker or Dealer None (Associated) Broker or Dealer CRD Number  None     Street Address 1 Street Address 2             13. Offering and Sales Amounts   Total Offering Amount $   USD Indefinite Total Amount Sold $ 92470504 USD Total Remaining to be Sold $   USD Indefinite

View Full Filing

View this D/A filing on SEC EDGAR