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

TL;DR

**Thebes Partners Offshore confirmed its private fund status, meaning it's only for rich investors and has less public info.**

AI Summary

Thebes Partners Offshore, Ltd. 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." For existing or potential investors, this filing confirms the fund's operational structure and its continued exemption from certain SEC regulations, which can impact transparency and liquidity.

Why It Matters

This filing confirms Thebes Partners Offshore, Ltd. is structured as a private fund for sophisticated investors, meaning it's not subject to the same public disclosure requirements as mutual funds, which can affect transparency for those considering investment.

Risk Assessment

Risk Level: medium — The 3(c)(7) exemption means less public disclosure, which can increase risk for investors due to reduced transparency compared to publicly registered funds.

Analyst Insight

Investors should understand that funds operating under a 3(c)(7) exemption are private and have less public disclosure, meaning due diligence is even more critical if considering an investment, as information is not as readily available as with public funds.

Key Numbers

• 021-358940 — File No. (SEC file number for the offering)
• 2026-03-24 — Filing Date (date the D/A amendment was filed and accepted)
• 3(c)(7) — Investment Company Act Section (the specific exemption under which the fund operates)

Key Players & Entities

• Thebes Partners Offshore, Ltd. (company) — the filer of the D/A form
• Maples Corporate Services Limited (company) — mailing and business address for 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) — 10KB
• 0001013594-26-000386.txt ( ) — 11KB

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 Cayman Islands Exempted Company   Name of Issuer   Thebes Partners Offshore, Ltd. Jurisdiction of Incorporation/Organization CAYMAN ISLANDS   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 Offshore, Ltd. Street Address 1 Street Address 2   C/O MAPLES CORPORATE SERVICES LIMITED   BOX 309, UGLAND HOUSE   GRAND CAYMAN   CAYMAN ISLANDS     KY1-1104   (212) 763-8000   3. Related Persons Last Name First Name Middle Name Ramroop Nicole Street Address 1 Street Address 2   c/o Waystone Governance Ltd, Suite 5B201     2nd Floor, One Nexus Way, PO Box 2587   Grand Cayman   CAYMAN ISLANDS   KY1-1103   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary)   Last Name First Name Middle Name Wagner Sinead Street Address 1 Street Address 2   Boundary Hall     PO Box 1093   GRAND CAYMAN   CAYMAN ISLANDS   KY1-1102   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary)   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)   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)   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   2020-02-01   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 $   100000 USD 12. Sales Compensation Recipient   Recipient CRD Number

View Full Filing

View this D/A filing on SEC EDGAR