ChapelGate Fund Amends D/A, Confirms 3(c)(7) Exemption

TL;DR

**ChapelGate just confirmed its private fund status, meaning it's for big-money players only.**

AI Summary

ChapelGate Credit Opportunity Fund, LP filed an amended Form D/A on March 25, 2026, clarifying its exemption under Section 3(c)(7) of the Investment Company Act. This filing indicates the fund is a private investment vehicle for qualified purchasers, meaning it doesn't need to register with the SEC like a public mutual fund. For investors, this matters because it confirms the fund's operational structure as a private entity, which typically implies less public disclosure but also access to potentially unique investment strategies not available to the general public.

Why It Matters

This filing confirms ChapelGate Credit Opportunity Fund, LP operates as a private fund for sophisticated investors, which impacts its regulatory oversight and the types of investors it can solicit.

Risk Assessment

Risk Level: low — This is an administrative amendment to a filing, not indicating any new financial risk or operational change for the fund itself.

Analyst Insight

Investors should note that this fund is structured for qualified purchasers, meaning it's not accessible to the general public and operates with less public disclosure than registered investment companies.

Key Numbers

• 0001436196 — CIK (Unique identifier for ChapelGate Credit Opportunity Fund, LP)
• 021-118600 — File No. (The SEC file number associated with this offering)
• 26788285 — Film No. (The SEC film number for this specific filing)
• 3(c)(7) — Investment Company Act Section (The specific exemption claimed by the fund)
• 2026-03-25 — Filing Date (The date the D/A form was filed and accepted)

Key Players & Entities

• ChapelGate Credit Opportunity Fund, LP (company) — the filer of the D/A form
• ChapelGate General Partner Ltd. (company) — listed in the mailing and business address for the fund
• 0001436196 (dollar_amount) — the CIK of the filer
• March 25, 2026 (person) — the filing and acceptance date of the D/A

Forward-Looking Statements

• ChapelGate Credit Opportunity Fund, LP will continue to operate as a private fund for qualified purchasers. (ChapelGate Credit Opportunity Fund, LP) — high confidence, target: Ongoing

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
• 0000902664-26-001752.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 CHAPELGATE CREDIT OPPORTUNITY FUND, LP CHAPELGATE CREDIT OPPORTUNITY FUND LP Corporation Limited Partnership   Limited Liability Company   General Partnership   Business Trust Other   Name of Issuer   ChapelGate Credit Opportunity Fund, 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   ChapelGate Credit Opportunity Fund, LP Street Address 1 Street Address 2   C/O CHAPELGATE GENERAL PARTNER LTD.   CUMBERLAND HOUSE, 7TH FL, 1 VICTORIA ST.   HAMILTON   BERMUDA     HM 11   246-432-8888   3. Related Persons Last Name First Name Middle Name ChapelGate General Partner Ltd. - Street Address 1 Street Address 2   Cumberland House, 7th Floor     1 Victoria Street   Hamilton   BERMUDA   HM 11   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) General Partner Last Name First Name Middle Name Horvath Paul Street Address 1 Street Address 2   Cumberland House, 7th Floor     1 Victoria Street   Hamilton   BERMUDA   HM 11   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Director of the General Partner Last Name First Name Middle Name Young John R. Street Address 1 Street Address 2   Cumberland House, 7th Floor     1 Victoria Street   Hamilton   BERMUDA   HM 11   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Director of the General Partner Last Name First Name Middle Name Orchard Global Asset Management (S) PTE Ltd - Street Address 1 Street Address 2   9 Raffles Place     Republic Plaza #25-01   Singapore   SINGAPORE   048619   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Investment Manager 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   2008-05-01   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

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