Robocap Offshore Fund Amends D/A, Confirms 3(c)(7) Exempt Status

TL;DR

**Robocap Offshore Fund just updated its private offering notice, confirming it's a 3(c)(7) fund for big-money investors only.**

AI Summary

Robocap Partners Offshore Fund Ltd, a Cayman Islands-incorporated entity, filed an amended Form D/A on March 24, 2026, to update its notice of exempt offering. This filing specifically indicates that the fund operates under Section 3(c)(7) of the Investment Company Act, meaning it caters exclusively to "qualified purchasers." This matters to investors because it confirms the fund's status as a private investment vehicle, not subject to the same public registration and disclosure requirements as typical mutual funds, indicating it's for sophisticated investors only.

Why It Matters

This filing clarifies Robocap Partners Offshore Fund Ltd's regulatory status, confirming it's a private fund for qualified purchasers, which means it's not available to the general public and has fewer disclosure obligations.

Risk Assessment

Risk Level: medium — The fund's 3(c)(7) status means it's exempt from many SEC regulations, potentially leading to less transparency and higher risk for its qualified purchasers.

Analyst Insight

Investors considering this fund should understand that it is a private offering for qualified purchasers only, meaning it has different regulatory oversight and disclosure requirements than publicly registered funds. Due diligence would involve reviewing offering documents directly from the fund, not just public SEC filings.

Key Numbers

• 0002060921 — CIK (Central Index Key for Robocap Partners Offshore Fund Ltd)
• 021-542033 — File No. (SEC file number for the offering)

Key Players & Entities

• Robocap Partners Offshore Fund Ltd (company) — the filer of the D/A form
• Robocap Asset Management Limited (company) — business address provider for the fund
• March 24, 2026 (date) — filing and acceptance date of the D/A
• Section 3(c)(7) (other) — Investment Company Act exemption claimed by the 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
• 0002060921-26-000001.txt ( ) — 10KB

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   Robocap Partners Offshore Fund Ltd 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   Robocap Partners Offshore Fund Ltd Street Address 1 Street Address 2   ROBOCAP ASSET MANAGEMENT LIMITED   60 GROSVENOR STREET   LONDON   UNITED KINGDOM     W1K 3HZ   00442034571222   3. Related Persons Last Name First Name Middle Name Cohen Jonathan Charles Street Address 1 Street Address 2   Walnut Court, flat 34     St Mary's gate   London   UNITED KINGDOM   W8 5UB   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary)   Last Name First Name Middle Name Grisel Florian Geoffroy Damien Street Address 1 Street Address 2   Waldeckweg 20       Binningen   SWITZERLAND   4102   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary)   Last Name First Name Middle Name Guilfoyle Ronan Ambrose Street Address 1 Street Address 2   Willow House, Cricket Square     PO Box 31162   Grand cayman   CAYMAN ISLANDS   KY1-1205   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary)   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   2019-08-01   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 $   100000 USD 12. Sales Compensation Recipient   Recipient CRD Number None   Fulcrum Capital Markets LLC   155634 (Associated) Broker or Dealer None (Associated) Broker or Dealer CRD Number None         Street Address 1       Street Address 2 111 Congress Avenue Suite 2550   Austin   TEXAS   TX 78701   OREGON TEXAS NORTH CAROLINA FLORIDA KANSAS MAINE

View Full Filing

View this D/A filing on SEC EDGAR