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

TL;DR

**Divyde Capital Fund L.P. just confirmed its private fund status, meaning it's for big-money investors only and flies under the radar.**

AI Summary

Divyde Capital Fund L.P. filed an amended Form D/A on March 24, 2026, updating its Notice of Exempt Offering of Securities. This amendment specifically highlights that the fund operates under Section 3(c)(1) of the Investment Company Act, meaning it has fewer than 100 investors and is exempt from certain SEC regulations. For investors, this matters because it indicates the fund is a private investment vehicle, typically accessible only to accredited investors, and not subject to the same public disclosure requirements as registered investment companies.

Why It Matters

This filing clarifies Divyde Capital Fund L.P.'s regulatory status as a private fund, which means it's not available to the general public and has less stringent reporting obligations.

Risk Assessment

Risk Level: medium — Private funds like Divyde Capital Fund L.P. have less regulatory oversight, which can mean higher risk due to fewer public disclosures and protections for investors.

Analyst Insight

This filing primarily provides clarity on Divyde Capital Fund L.P.'s regulatory status. For potential investors, it reinforces that this is a private fund likely targeting accredited investors, not retail. No immediate action is suggested for public market investors.

Key Numbers

• 0001854456 — CIK (Divyde Capital Fund L.P.'s Central Index Key)
• 2026-03-24 — Filing Date (date the D/A amendment was filed and accepted)
• 3(c)(1) — Investment Company Act Section (the specific exemption Divyde Capital Fund L.P. operates under)

Key Players & Entities

• Divyde Capital Fund L.P. (company) — the filer of the D/A form
• Divyde Capital GP LLC (company) — general partner and contact for Divyde Capital Fund L.P.
• 500 POST ROAD EAST, 2ND FLOOR #215 WESTPORT CT 06880 (dollar_amount) — mailing and business address

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
• 0001854456-26-000001.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   Divyde Capital Fund 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   Divyde Capital Fund L.P. Street Address 1 Street Address 2   C/O DIVYDE CAPITAL GP LLC   500 POST ROAD EAST, 2ND FLOOR #215   WESTPORT   CONNECTICUT     06880   (203) 300-2711   3. Related Persons Last Name First Name Middle Name Divyde Capital GP LLC N/A Street Address 1 Street Address 2   500 Post Road East     2nd Floor, #215   Westport   CONNECTICUT   06880   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) The Issuer's General Partner Last Name First Name Middle Name Kutnick Varyk Street Address 1 Street Address 2   c/o Divyde Capital GP LLC     500 Post Road East, 2nd Floor, #215   Westport   CONNECTICUT   06880   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   2021-03-23   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 $ 14000000 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

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View this D/A filing on SEC EDGAR