Capstone Dispersion Fund Amends Form D/A, Confirms 3(c)(7) Status

TL;DR

**Capstone Dispersion Fund (US) LP just confirmed its private fund status under 3(c)(7), meaning it's only for the big-money players.**

AI Summary

Capstone Dispersion Fund (US) LP filed an amended Form D/A on March 24, 2026, updating its notice of exempt offering. This amendment specifically highlights that the fund operates under Section 3(c)(7) of the Investment Company Act, meaning it's a private fund sold only to highly sophisticated investors. This matters to potential investors because it confirms the fund is not publicly traded and is designed for qualified purchasers, indicating a specific, limited investment opportunity rather than a broad public offering.

Why It Matters

This filing clarifies the fund's regulatory status, confirming it's a private fund for sophisticated investors, which means it's not accessible to the general public and operates with fewer regulatory requirements than public funds.

Risk Assessment

Risk Level: low — This is an administrative amendment to a filing, not an event that directly impacts the fund's financial performance or operations in a risky way.

Analyst Insight

Investors should note that Capstone Dispersion Fund (US) LP is a private fund for qualified purchasers, meaning it's not a publicly available investment. This filing is purely administrative and doesn't signal a new investment opportunity for the general public.

Key Numbers

• 2026-03-24 — Filing Date (the date the D/A amendment was filed and accepted)
• 3(c)(7) — Investment Company Act Section (the specific exemption under which the fund operates, indicating it's for qualified purchasers)

Key Players & Entities

• Capstone Dispersion Fund (US) LP (company) — the filer of the D/A form
• 0001771954 (company) — CIK of Capstone Dispersion Fund (US) LP
• 7 WORLD TRADE CENTER, 32ND FLOOR 250 GREENWICH STREET NEW YORK NY 10007 (company) — mailing and business address of the filer

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) — 7KB
• 0000905148-26-001423.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   Capstone Dispersion Fund (US) LP 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   Capstone Dispersion Fund (US) LP Street Address 1 Street Address 2   7 World Trade Center, 32nd Floor   250 Greenwich Street   New York   NEW YORK     10007   212-232-1420   3. Related Persons Last Name First Name Middle Name Capstone Fund Services II, LLC n/a Street Address 1 Street Address 2   7 World Trade Center, 32nd Floor     250 Greenwich Street   New York   NEW YORK   10007   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) General Partner Last Name First Name Middle Name Britton Paul M. Street Address 1 Street Address 2   7 World Trade Center, 32nd Floor     250 Greenwich Street   New York   NEW YORK   10007   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Manager of the General Partner Last Name First Name Middle Name Capstone Investment Advisors, LLC n/a Street Address 1 Street Address 2   7 World Trade Center, 32nd Floor     250 Greenwich Street   New York   NEW YORK   10007   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) 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   2019-02-01   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 $   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

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View this D/A filing on SEC EDGAR