Thebes Partners Amends D/A, Confirms 3(c)(7) Exemption

TL;DR

**Thebes Partners is a private fund for rich investors, not subject to public SEC rules.**

AI Summary

Thebes Partners, LP, a Delaware-incorporated company, filed an amended Form D/A on March 24, 2026, indicating it operates under Section 3(c)(7) of the Investment Company Act. This means it's a private investment fund that sells securities only to highly sophisticated investors, known as 'qualified purchasers,' and is exempt from registering with the SEC as an investment company. For investors, this filing confirms Thebes Partners' operational structure as a private fund, which typically implies higher risk and less transparency compared to public funds, but also potentially higher returns for those who qualify.

Why It Matters

This filing clarifies Thebes Partners, LP's status as a private fund, meaning it's not subject to the same regulatory oversight as public funds, which impacts its transparency and investor base.

Risk Assessment

Risk Level: high — Private funds operating under Section 3(c)(7) have less regulatory oversight and transparency than public funds, increasing risk for investors.

Analyst Insight

Investors should understand that Thebes Partners, LP is a private fund with less public disclosure. If considering investment, ensure you meet 'qualified purchaser' criteria and conduct thorough due diligence beyond public filings.

Key Numbers

• 0001609547 — CIK (Thebes Partners, LP's Central Index Key)
• 2026-03-24 — Filing Date (date the D/A form was filed and accepted)
• 3(c)(7) — Investment Company Act Section (exemption under which Thebes Partners, LP operates)

Key Players & Entities

• Thebes Partners, LP (company) — the filer of the D/A form
• SEC (company) — the regulatory body receiving the filing
• Delaware (company) — state of incorporation for Thebes 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) — 8KB
• 0001013594-26-000385.txt ( ) — 9KB

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   Thebes Partners, 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   Thebes Partners, LP Street Address 1 Street Address 2   7 TIMES SQUARE   43RD FLOOR   NEW YORK   NEW YORK     10036   (212) 763-8000   3. Related Persons Last Name First Name Middle Name Leone Christian Street Address 1 Street Address 2   7 Times Square     43rd Floor   New York   NEW YORK   10036   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Mr. Leone is a Principal of Thebes GP, LLC, the General Partner of the Issuer. Last Name First Name Middle Name Conboy Michael Street Address 1 Street Address 2   7 TIMES SQUARE     43RD FLOOR   New York   NEW YORK   10036   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Mr. Conboy is a Principal of Thebes GP, LLC, the 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   2014-06-01   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   RAYMOND JAMES & ASSOCIATES, INC.   705 (Associated) Broker or Dealer None (Associated) Broker or Dealer CRD Number None         Street Address 1       Street Address 2 880 CARILLON PARKWAY     ST. PETERSBURG   FLORIDA   33716   Recipient   Recipient CRD Number None   RAYMOND JAMES FINANCIAL SERVICES, INC.   6694 (Associated) Broker or Dealer None (Associated) Broker or Dealer CRD Number None         Street Address 1       Street Address 2 880 CARILLON PARKWAY     ST. PETERSBURG   FLORIDA   33716   13.

View Full Filing

View this D/A filing on SEC EDGAR