MB Dislocation Fund Amends D/A, Confirms 3(c)(1) Exemption

TL;DR

**MB Dislocation Fund just updated its private fund status, confirming it's exempt from public registration.**

AI Summary

MB DISLOCATION OPPORTUNITY FUND, LP filed an amended Form D/A on March 24, 2026, updating its notice of exempt offering. This filing specifically confirms the fund's reliance on Section 3(c)(1) of the Investment Company Act, which exempts certain private funds from registration. This matters to investors because it clarifies the regulatory framework under which the fund operates, indicating it's a private fund with a limited number of investors, which can imply higher risk and less transparency compared to publicly registered funds.

Why It Matters

This filing confirms MB DISLOCATION OPPORTUNITY FUND, LP operates as a private fund, meaning it's not subject to the same public disclosure requirements as registered investment companies, which can impact transparency for potential investors.

Risk Assessment

Risk Level: medium — Private funds relying on 3(c)(1) typically have less regulatory oversight and transparency than public funds, posing a medium risk for investors due to limited public information.

Analyst Insight

An investor considering MB DISLOCATION OPPORTUNITY FUND, LP should understand that its 3(c)(1) exemption means less public disclosure and potentially higher risk, necessitating thorough due diligence directly with the fund managers rather than relying on public filings for comprehensive information.

Key Numbers

• 0001454401 — CIK (Unique identifier for MB DISLOCATION OPPORTUNITY FUND, LP)
• 263695016 — EIN (Employer Identification Number for the fund)
• 021-126273 — File No. (SEC file number for the exempt offering)

Key Players & Entities

• MB DISLOCATION OPPORTUNITY FUND, LP (company) — the filer of the D/A form
• MB DISLOCATION GP, LLC (company) — entity associated with the fund's mailing and business address
• 0001454401 (dollar_amount) — the CIK (Central Index Key) for the filer
• 2026-03-24 (person) — the filing and acceptance date of the D/A form

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
• 0001454401-26-000001.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   MB DISLOCATION OPPORTUNITY FUND, 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   MB DISLOCATION OPPORTUNITY FUND, LP Street Address 1 Street Address 2   C/O MB DISLOCATION GP, LLC   757 THIRD AVENUE, 12TH FLOOR   NEW YORK   NEW YORK     10017   (212) 396-4733   3. Related Persons Last Name First Name Middle Name MB DISLOCATION GP, LLC N/A Street Address 1 Street Address 2   757 THIRD AVENUE, 12th Floor       NEW YORK   NEW YORK   10017   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) The Issuer's General Partner Last Name First Name Middle Name BERMAN MARK Street Address 1 Street Address 2   c/o MB DISLOCATION GP, LLC     757 THIRD AVENUE, 12th Floor   NEW YORK   NEW YORK   10017   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Managing Member of the Issuer's General Partner 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   2009-01-01   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 $   500000 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 $ 92366198 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

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