Potrero Capital Amends Form D/A, Confirms 3(c)(7) Exempt Status

TL;DR

**Potrero Capital just confirmed its fund is for rich investors only, operating under 3(c)(7).**

AI Summary

Potrero Capital Research Partners II, L.P. filed an amended Form D/A on March 24, 2026, updating 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 to highly sophisticated investors (qualified purchasers). For existing or potential investors, this confirms the fund's regulatory status and its focus on a specific, high-net-worth investor base, which implies a certain risk tolerance and investment strategy.

Why It Matters

This filing clarifies Potrero Capital Research Partners II, L.P.'s regulatory framework, confirming it's an exempt fund for qualified purchasers, which impacts who can invest and how it's regulated.

Risk Assessment

Risk Level: low — This is an administrative amendment to a filing, not indicating any new offering or significant change in business operations, thus posing low risk.

Analyst Insight

Investors should note this filing confirms the fund's regulatory status and target investor base (qualified purchasers), which is important for understanding its operational framework and investment strategy. No immediate action is required based on this administrative update.

Key Numbers

• 2026-03-24 — Filing Date (The date the D/A form was filed and accepted by the SEC.)
• 3(c)(7) — Investment Company Act Section (The specific exemption under which the fund operates, indicating it serves qualified purchasers.)

Key Players & Entities

• Potrero Capital Research Partners II, L.P. (company) — the filer of the D/A form
• 0001572224 (company) — CIK of the filer
• DE (company) — State of Incorporation for Potrero Capital Research Partners II, 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) — 9KB
• 0001572224-26-000001.txt ( ) — 11KB

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 II, L.P. Jurisdiction of Incorporation/Organization DELAWARE   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 II, L.P. 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 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   2013-04-01   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) 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   Gordian Investments, LLC   158611 (Associated) Broker or Dealer None (Associated) Broker or Dealer CRD Number None   Gordian Investments, LLC   158611 Street Address 1       Street Address 2 3738 Mt. Diablo Blvd. Suite 301   Lafayette   CALIFORNIA   94549   CALIFORNIA COLORADO DELAWARE FLORIDA ILLINOIS MARYLAND MASSACHUSETTS MICHIGAN NEVADA NEW YORK PENNSYLVANIA TEXAS UTAH Recipient   Recipient CRD Number None   Uhlmann Price Securities, LLC   42854 (Associated) Broke

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