Recurve Capital Partners LP Amends Exempt Offering Notice, Confirms 3(c)(1) Status

TL;DR

**Recurve Capital Partners LP just updated its private fund status, confirming it's exempt from SEC registration under 3(c)(1).**

AI Summary

Recurve Capital Partners LP filed an amended Form D/A on March 24, 2026, updating its Notice of Exempt Offering of Securities. This filing indicates that Recurve Capital Partners LP operates under Section 3(c)(1) of the Investment Company Act, meaning it is a private fund with fewer than 100 investors and does not need to register with the SEC. This matters to potential investors because it confirms the fund's operational structure and its exemption from certain regulatory requirements, which can influence its investment strategy and risk profile.

Why It Matters

This amendment clarifies Recurve Capital Partners LP's regulatory status as a private fund, which is crucial for investors assessing its operational framework and compliance obligations.

Risk Assessment

Risk Level: medium — Operating under Section 3(c)(1) means less public disclosure and regulatory oversight compared to registered funds, which can increase risk for investors.

Analyst Insight

Investors should note Recurve Capital Partners LP's 3(c)(1) status, which implies it's a private fund with limited public disclosure. This means less transparency than publicly registered funds, requiring deeper due diligence for potential investors.

Key Numbers

• 0000935836-26-000167 — SEC Accession No. (unique identifier for this specific filing)
• 2026-03-24 — Filing Date (the date the D/A form was filed)
• 3(c)(1) — Investment Company Act Section (the specific exemption Recurve Capital Partners LP operates under)
• 021-375030 — File No. (the file number associated with the offering)

Key Players & Entities

• Recurve Capital Partners LP (company) — the filer of the D/A form
• 0001823286 (company) — CIK of Recurve Capital Partners LP
• March 24, 2026 (date) — the filing and acceptance date of the D/A form
• 611 DAHLIA AVENUE CORONA DEL MAR CA 92625 (company) — mailing and business address of Recurve Capital Partners LP
• 949-409-6406 (company) — business phone number of Recurve Capital Partners LP

Forward-Looking Statements

• Recurve Capital Partners LP will continue to operate as a private fund under the 3(c)(1) exemption. (Recurve Capital Partners LP) — high confidence, target: 2027-03-24
• The fund will likely maintain its focus on accredited investors due to its 3(c)(1) status. (Recurve Capital Partners 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/A)
• primary_doc.xml (D/A) — 6KB
• 0000935836-26-000167.txt ( ) — 7KB

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   Recurve Capital 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   Recurve Capital Partners LP Street Address 1 Street Address 2   611 DAHLIA AVENUE     CORONA DEL MAR   CALIFORNIA     92625   949-409-6406   3. Related Persons Last Name First Name Middle Name Recurve Capital LLC N/A Street Address 1 Street Address 2   611 Dahlia Avenue       Corona Del Mar   CALIFORNIA   92625   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) General Partner Last Name First Name Middle Name Chan Aaron Street Address 1 Street Address 2   611 Dahlia Avenue       Corona Del Mar   CALIFORNIA   92625   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Manager of Recurve Capital LLC, 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   2021-02-01   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) Limited Partner Interests     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 $   1000000 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 $ 14550000 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-accredited investors who already have invested in the offering      

View Full Filing

View this D/A filing on SEC EDGAR