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

TL;DR

**Reyes Capital Partners just confirmed its private fund status, meaning less public info for us.**

AI Summary

Reyes Capital Partners, LP, a Delaware-incorporated company, filed an amended Form D/A on March 24, 2026, updating its Notice of Exempt Offering of Securities. This filing specifically indicates that the company operates under Section 3(c)(1) of the Investment Company Act, meaning it has fewer than 100 investors and is exempt from registering as an investment company. For investors, this matters because it clarifies Reyes Capital Partners' regulatory status and operational structure, suggesting it's a private fund not subject to the same public disclosure requirements as registered investment companies.

Why It Matters

This filing confirms Reyes Capital Partners, LP's status as a private fund, which means it operates with fewer than 100 investors and is not subject to the extensive regulatory oversight of public investment companies.

Risk Assessment

Risk Level: low — This is an administrative amendment filing that clarifies the company's regulatory status and does not indicate any new financial risks or opportunities.

Analyst Insight

An investor should note that Reyes Capital Partners, LP is a private fund with limited public disclosure, meaning less information will be available compared to publicly registered investment companies. This filing doesn't change the investment thesis but clarifies its regulatory framework.

Key Numbers

• 2026-03-24 — Filing Date (the date the D/A form was filed and accepted by the SEC)
• 3(c)(1) — Investment Company Act Section (the specific exemption Reyes Capital Partners, LP operates under, indicating fewer than 100 investors)

Key Players & Entities

• Reyes Capital Partners, LP (company) — the filer of the D/A form
• 0002022191 (company) — CIK of Reyes Capital Partners, LP
• Delaware (company) — state of incorporation for Reyes Capital 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
• 0002022191-26-000001.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   Reyes Capital Partners, LP Jurisdiction of Incorporation/Organization DELAWARE   Year of Incorporation/Organization Over Five Years Ago Within Last Five Years (Specify Year) 2023 Yet to Be Formed           2. Principal Place of Business and Contact Information Name of Issuer   Reyes Capital Partners, LP Street Address 1 Street Address 2   3699 WILSHIRE BLVD.   SUITE 747   LOS ANGELES   CALIFORNIA     90010   (213) 500-4836   3. Related Persons Last Name First Name Middle Name Reyes Kenneth U. Street Address 1 Street Address 2   3699 WILSHIRE BLVD.     SUITE 747   LOS ANGELES   CALIFORNIA   90010   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Manager of the General Partner of the Issuer. Last Name First Name Middle Name Reyes Capital Management, LLC n/a n/a Street Address 1 Street Address 2   3699 WILSHIRE BLVD.     SUITE 747   LOS ANGELES   CALIFORNIA   90010   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) General Partner of 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   2023-08-01   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     (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 $ 2201221 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 such non-accredited investors who already

View Full Filing

View this D/A filing on SEC EDGAR