Sage Partners Offshore Fund Amends D/A, Confirms 3(c)(7) Exemption

TL;DR

**Sage Partners Offshore Fund just confirmed its 3(c)(7) exemption, meaning it's only for big-money investors.**

AI Summary

Sage Partners Offshore 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 indicates that the fund operates under Section 3(c)(7) of the Investment Company Act, meaning it caters exclusively to highly sophisticated, qualified investors. For existing or potential investors, this clarifies the fund's regulatory status and confirms its focus on a specific, high-net-worth investor base, which implies a certain risk profile and investment strategy.

Why It Matters

This filing clarifies Sage Partners Offshore Fund's regulatory status, confirming it's an exempt fund for qualified purchasers, which impacts its investor base and operational requirements.

Risk Assessment

Risk Level: medium — Funds operating under Section 3(c)(7) are exempt from many Investment Company Act regulations due to their sophisticated investor base, which can imply higher risk strategies and less public disclosure.

Analyst Insight

Investors should understand that Sage Partners Offshore Fund is structured for sophisticated, high-net-worth individuals and is not subject to the same regulatory oversight as public funds, which implies different risk and transparency considerations.

Key Numbers

• 2026-03-24 — Filing Date (the date the D/A amendment was filed)
• 3(c)(7) — Investment Company Act Section (the specific exemption claimed by the fund, indicating it serves qualified purchasers)

Key Players & Entities

• Sage Partners Offshore Fund (company) — the filer of the D/A form
• 0001810549 (dollar_amount) — the CIK of the filer
• Cayman Islands (company) — state of incorporation for Sage Partners Offshore Fund
• Hong Kong (company) — mailing address location for Sage Partners Offshore Fund

Forward-Looking Statements

• Sage Partners Offshore Fund will continue to target only qualified purchasers for its investment offerings. (Sage Partners Offshore Fund) — high confidence, target: 2027-03-24

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
• 0001810549-26-000001.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 Offshore 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 Offshore 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   00000   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 o

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View this D/A filing on SEC EDGAR