MCF Private Real Estate Fund I LP Amends Exempt Offering Notice

TL;DR

**MCF Private Real Estate Fund I LP just updated its private offering details, confirming its exempt status.**

AI Summary

MCF Private Real Estate Fund I LP filed an amended Form D/A on March 24, 2026, updating its notice of exempt offering of securities. This filing indicates the fund operates under Section 3(c)(1) of the Investment Company Act, meaning it has fewer than 100 investors and is not required to register as an investment company. For potential investors, this matters because it confirms the fund's private status and its exemption from certain regulatory oversight, which can impact liquidity and transparency.

Why It Matters

This filing confirms MCF Private Real Estate Fund I LP's status as a private fund, which means it's not subject to the same public reporting requirements as registered investment companies, impacting transparency for investors.

Risk Assessment

Risk Level: medium — The fund's exempt status under Section 3(c)(1) means less regulatory oversight, which can increase risk for investors due to reduced transparency and liquidity.

Analyst Insight

Investors should understand that MCF Private Real Estate Fund I LP's exempt status means less public disclosure and potentially lower liquidity compared to publicly registered funds, requiring thorough due diligence before investing.

Key Numbers

• 0002096314 — CIK (Unique identifier for MCF Private Real Estate Fund I LP)
• 2026-03-24 — Filing Date (Date the D/A form was filed and accepted by the SEC)
• 394874599 — EIN (Employer Identification Number for MCF Private Real Estate Fund I LP)
• 021-563655 — File No. (The specific file number for this offering)

Key Players & Entities

• MCF Private Real Estate Fund I LP (company) — the filer of the D/A form
• 0002096314 (dollar_amount) — the CIK (Central Index Key) for the filer
• 2026-03-24 (dollar_amount) — the filing and acceptance date of the D/A form
• 300 BARR HARBOR DRIVE SUITE 260 WEST CONSHOHOCKEN PA 19428 (company) — the mailing and business address of the filer
• 394874599 (dollar_amount) — the EIN (Employer Identification Number) of the filer

Forward-Looking Statements

• MCF Private Real Estate Fund I LP will continue to operate as an exempt private fund under Section 3(c)(1). (MCF Private Real Estate Fund I LP) — high confidence, target: 2027-03-24
• The fund will likely maintain its current business address in West Conshohocken, PA. (MCF Private Real Estate Fund I LP) — high 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) — 7KB
• 0002096314-26-000001.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   MCF Private Real Estate Fund I LP Jurisdiction of Incorporation/Organization DELAWARE   Year of Incorporation/Organization Over Five Years Ago Within Last Five Years (Specify Year) 2025 Yet to Be Formed           2. Principal Place of Business and Contact Information Name of Issuer   MCF Private Real Estate Fund I LP Street Address 1 Street Address 2   300 BARR HARBOR DRIVE   SUITE 260   WEST CONSHOHOCKEN   PENNSYLVANIA     19428 3. Related Persons Last Name First Name Middle Name Lake Brendan W Street Address 1 Street Address 2   300 Barr Harbor Drive     Suite 260   West Conshohocken   PENNSYLVANIA   19428   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Related Person is Managing Member of General Partner of Issuer Last Name First Name Middle Name PPB MCF PRE I Mgt LLC N/A Street Address 1 Street Address 2   300 Barr Harbor Drive     Suite 260   West Conshohocken   PENNSYLVANIA   19428   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Related Person is General Partner of Issuer Last Name First Name Middle Name MCF Advisors LLC N/A Street Address 1 Street Address 2   333 West Vine Street     Suite 1740   Lexington   KENTUCKY   40507   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Related Person is Investment Manager of 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       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 Partnership Interest     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 $   200000 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 Amo

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View this D/A filing on SEC EDGAR