Sage Partners Onshore Fund Amends Exempt Offering Notice, Confirms 3(c)(7) Status

TL;DR

**Sage Partners Onshore Fund just updated its exempt offering filing, confirming its private fund status for big-money investors.**

AI Summary

Sage Partners Onshore Fund, a Cayman Islands-based entity, filed an amended Form D/A on March 24, 2026, to update its Notice of Exempt Offering of Securities. This amendment specifically highlights its status under Investment Company Act Section 3(c)(7), indicating it is a fund for qualified purchasers. For investors, this means the fund continues to operate under exemptions for sophisticated investors, which doesn't directly impact public stock ownership but confirms its private fund structure.

Why It Matters

This filing confirms Sage Partners Onshore Fund's status as a private fund for qualified purchasers, which is important for understanding its regulatory framework and target investor base.

Risk Assessment

Risk Level: low — This is an administrative amendment filing and does not indicate any new financial risks or opportunities for public investors.

Analyst Insight

This filing is purely administrative and provides no new financial data or strategic shifts. Investors should note it confirms the fund's status as a private offering for qualified purchasers, which is standard for such entities.

Key Players & Entities

• Sage Partners Onshore Fund (company) — the filer of the D/A form
• 0001810361 (company) — CIK of Sage Partners Onshore Fund
• Cayman Islands (company) — state of incorporation for Sage Partners Onshore Fund
• Hong Kong (company) — mailing address location for Sage Partners Onshore Fund

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) — 8KB
• 0001810361-26-000001.txt ( ) — 9KB

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 CAYMAN ISLANDS EXEMPTED COMPANY   Name of Issuer   Sage Partners Onshore Fund Jurisdiction of Incorporation/Organization CAYMAN ISLANDS   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   Sage Partners Onshore Fund Street Address 1 Street Address 2   UGLAND HOUSE   121 SOUTH CHURCH STREET   GRAND CAYMAN   CAYMAN ISLANDS     KY1-1104   852 3992 1370   3. Related Persons Last Name First Name Middle Name WANG FEI Street Address 1 Street Address 2   ROOM 4331, LEVEL 43, AIA TOWER     183 ELECTRIC ROAD, NORTH POINT   HONG KONG   HONG KONG   00000   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary)   Last Name First Name Middle Name BANKS MCCOY YOLANDA Street Address 1 Street Address 2   ROOM 4331, LEVEL 43, AIA TOWER     183 ELECTRIC ROAD, NORTH POINT   HONG KONG   HONG KONG   00000   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary)   Last Name First Name Middle Name DAY CHRISTOPHER ALAN Street Address 1 Street Address 2   ROOM 4331, LEVEL 43, AIA TOWER     183 ELECTRIC ROAD, NORTH POINT   HONG KONG   HONG KONG   00000   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary)   Last Name First Name Middle Name SAGE PARTNERS LIMITED N/A Street Address 1 Street Address 2   ROOM 4331, LEVEL 43, AIA TOWER     183 ELECTRIC ROAD, NORTH POINT   HONG KONG   HONG KONG   000000   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) INVESTMENT MANAGER TO THE ISSUER 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   2020-04-15   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 ou

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View this D/A filing on SEC EDGAR