Orvieto Fund Amends Exempt Offering Notice, Confirms 3(c)(1) Status

TL;DR

**Orvieto Fund, L.P. just updated its private fund status, confirming it's still exempt from SEC registration.**

AI Summary

Orvieto Fund, L.P. filed an amended Form D/A on March 24, 2026, updating its notice of an exempt offering of securities. This filing indicates the fund operates under Section 3(c)(1) of the Investment Company Act, meaning it has fewer than 100 investors and is exempt from SEC registration. For investors, this matters because it confirms Orvieto Fund, L.P. is a private fund, which typically means less public disclosure and higher risk, but also potentially higher returns for accredited investors.

Why It Matters

This filing confirms Orvieto Fund, L.P. remains a private fund, which means it's not subject to the same regulatory oversight as public companies, impacting transparency and accessibility for average investors.

Risk Assessment

Risk Level: medium — Private funds like Orvieto Fund, L.P. carry medium risk due to less regulatory oversight and disclosure compared to public companies, making due diligence more challenging.

Analyst Insight

Investors should recognize that Orvieto Fund, L.P. is a private fund, meaning less public information is available. Those considering investment would need to be accredited and conduct thorough private due diligence.

Key Numbers

• 3(c)(1) — Investment Company Act Section (Indicates the fund has fewer than 100 investors and is exempt from SEC registration.)
• 021-395271 — File No. (Unique identifier for the filing with the SEC.)

Key Players & Entities

• Orvieto Fund, L.P. (company) — the filer of the D/A form
• 0001850237 (company) — CIK of Orvieto Fund, L.P.
• 2026-03-24 (date) — the filing and acceptance date of the D/A
• 861466396 (company) — EIN of Orvieto Fund, L.P.
• DE (company) — State of Incorporation for Orvieto Fund, L.P.

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
• 0001850237-26-000001.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   Name of Issuer   Orvieto Fund, L.P. Jurisdiction of Incorporation/Organization DELAWARE   Year of Incorporation/Organization Over Five Years Ago Within Last Five Years (Specify Year) 2021 Yet to Be Formed           2. Principal Place of Business and Contact Information Name of Issuer   Orvieto Fund, L.P. Street Address 1 Street Address 2   21 CUSTOM HOUSE ST   SUITE 910   BOSTON   MASSACHUSETTS     02110   781-733-4745   3. Related Persons Last Name First Name Middle Name Orvieto GP, LP - Street Address 1 Street Address 2   21 Custom House St     Suite 910   Boston   MASSACHUSETTS   02110   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) General Partner Last Name First Name Middle Name Orvieto Partners, LP - Street Address 1 Street Address 2   21 Custom House St     Suite 910   Boston   MASSACHUSETTS   02110   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Investment Manager Last Name First Name Middle Name Tucker Michael Street Address 1 Street Address 2   21 Custom House St     Suite 910   Boston   MASSACHUSETTS   02110   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Principal of the Investment Manager and the GP Last Name First Name Middle Name Caffrey Tim Street Address 1 Street Address 2   21 Custom House St     Suite 910   Boston   MASSACHUSETTS   02110   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Partner, COO and CFO of the Investment Manager 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   2021-04-01   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 $   1000000 USD 12. Sales Compensation Recipient   Recipient CRD Number None     (Associated) Bro

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View this D/A filing on SEC EDGAR