Winterfell Capital Fund I Files Exempt Offering Notice (Form D)

TL;DR

**Winterfell Capital Fund I is raising private money, likely from big investors.**

AI Summary

Winterfell Capital Fund I, LP, a Delaware-incorporated entity, filed a Form D on March 24, 2026, indicating a notice of an exempt offering of securities. This filing, under Section 3(c)(7) of the Investment Company Act, means they are raising capital from qualified purchasers without registering with the SEC. For investors, this signals that Winterfell Capital is actively seeking private funding, which could lead to new investments or expansion, potentially impacting the value of any underlying assets they hold or manage.

Why It Matters

This filing signals Winterfell Capital Fund I, LP is raising private capital, which could fuel new investments and growth, potentially increasing the value of their managed assets.

Risk Assessment

Risk Level: low — A Form D filing is a routine notice for private fundraising and does not inherently indicate high risk for existing investors.

Analyst Insight

Investors should monitor future filings from Winterfell Capital Fund I, LP for details on how the raised capital is deployed, as this could impact their investment strategy or portfolio.

Key Numbers

• 021-577489 — File No. (unique identifier for this specific offering with the SEC)
• 26785284 — Film No. (internal SEC processing number for the filing)

Key Players & Entities

• Winterfell Capital Fund I, LP (company) — the filer of the Form D
• Delaware (company) — state of incorporation for Winterfell Capital Fund I, LP
• March 24, 2026 (date) — filing and acceptance date of the Form D
• 0002123390 (company) — CIK of Winterfell Capital Fund I, LP

Forward-Looking Statements

• Winterfell Capital Fund I, LP will successfully raise capital from qualified purchasers. (Winterfell Capital Fund I, LP) — medium confidence, target: 2027-03-24

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)
• primary_doc.xml (D) — 7KB
• 0001231919-26-000269.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   Winterfell Capital Fund I, LP Jurisdiction of Incorporation/Organization DELAWARE   Year of Incorporation/Organization Over Five Years Ago Within Last Five Years (Specify Year) 2026 Yet to Be Formed           2. Principal Place of Business and Contact Information Name of Issuer   Winterfell Capital Fund I, LP Street Address 1 Street Address 2   818 NORTH DOHENY DRIVE     LOS ANGELES   CALIFORNIA     90069 3. Related Persons Last Name First Name Middle Name Winterfell Capital GP I, LLC N/A Street Address 1 Street Address 2   818 NORTH DOHENY DRIVE       LOS ANGELES   CALIFORNIA   90069   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) General Partner of the Issuer Last Name First Name Middle Name Shahrestani Navid Street Address 1 Street Address 2   818 NORTH DOHENY DRIVE       LOS ANGELES   CALIFORNIA   90069   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Managing Director of General Partner of the Issuer Last Name First Name Middle Name Winterfell Capital Management, LLC N/A Street Address 1 Street Address 2   818 NORTH DOHENY DRIVE       LOS ANGELES   CALIFORNIA   90069   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       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 Amount $   USD Indefinite Total Amount Sold $ 0 USD Total Remaining to be Sold $   USD Indefinite Clarificati

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View this D filing on SEC EDGAR