Potrero Capital Amends Form D/A, Confirms 3(c)(1) Exemption

TL;DR

**Potrero Capital just confirmed its private fund status, meaning less public info for investors.**

AI Summary

Potrero Capital Research Partners LP, a San Francisco-based investment firm, filed an amended Form D/A on March 24, 2026, to update its notice of exempt offering of securities. This filing specifically indicates that the firm operates under Section 3(c)(1) of the Investment Company Act, meaning it is a private fund with fewer than 100 investors and is exempt from registering as an investment company. This matters to potential investors because it clarifies the regulatory framework under which Potrero Capital operates, indicating it's a private fund not subject to the same public disclosure requirements as registered investment companies.

Why It Matters

This filing clarifies Potrero Capital's regulatory status as a private fund, which means it has fewer disclosure requirements than public funds, impacting transparency for investors.

Risk Assessment

Risk Level: medium — Operating under a 3(c)(1) exemption means less regulatory oversight and public disclosure compared to registered investment companies, which can increase risk for investors due to reduced transparency.

Analyst Insight

Investors considering Potrero Capital should understand that its 3(c)(1) exemption means less public information is available compared to registered funds, requiring more due diligence through private channels.

Key Numbers

• 2026-03-24 — Filing Date (the date the D/A amendment was filed and accepted)
• 3(c)(1) — Investment Company Act Section (the specific exemption Potrero Capital operates under, indicating a private fund with fewer than 100 investors)

Key Players & Entities

• POTRERO CAPITAL RESEARCH PARTNERS LP (company) — the filer of the D/A form
• 0001255991 (company) — CIK of Potrero Capital Research Partners LP
• SAN FRANCISCO CA (company) — location of Potrero Capital Research Partners LP

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) — 6KB
• 0001255991-26-000001.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   POTRERO CAPITAL RESEARCH PARTNERS LP Jurisdiction of Incorporation/Organization CALIFORNIA   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   POTRERO CAPITAL RESEARCH PARTNERS LP Street Address 1 Street Address 2   235 MONTGOMERY STREET, SUITE 1010     SAN FRANCISCO   CALIFORNIA     94104   415-576-1103   3. Related Persons Last Name First Name Middle Name Potrero Capital Research, LLC -- Street Address 1 Street Address 2   235 MONTGOMERY STREET     SUITE 1010   SAN FRANCISCO   CALIFORNIA   94104   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) General Partner Last Name First Name Middle Name Ripsteen Jack R. Street Address 1 Street Address 2   235 MONTGOMERY STREET     SUITE 1010   SAN FRANCISCO   CALIFORNIA   94104   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Managing Member of Potrero Capital Research, LLC 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   2003-06-05   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) Limited Partnership Interests     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 $ 83362325 USD Total Remaining to be Sold $   USD Indefinite Clarification of Response (if Necessary)      14. Investors Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, Number of suc

View Full Filing

View this D/A filing on SEC EDGAR