What Does a Stalled Form D Offering Look Like? Eagle Point's $493.5M Fund, Flat Since 2023

A stalled Form D offering is one whose most recent annual amendment reports the same cumulative amount sold and the same investor count as the filing it updates, which means no new subscriptions were recorded in the intervening year. Investors and advisers reviewing a Regulation D fund often want to know whether it is still raising or has effectively paused, and Form D's cumulative structure makes that visible from the public record, though never conclusive.

Eagle Point Credit Non-US LP, a Cayman Islands limited partnership whose filing names Eagle Point Credit Management LLC, Eagle Point Credit GP I LP and Thomas Majewski as its executive officers, filed a Form D/A on 2026-07-10 (accession 0000945621-26-000892) reporting $493,507,010 sold to 145 investors. Both figures match the amendment it replaces, filed 2025-07-11 (accession 0000945621-25-000575). It is the second consecutive year the fund's July amendment has shown no change, and the third in which the numbers barely moved.

Understanding Form D and Regulation D Offerings

Form D is the notice the SEC requires issuers to file when they sell securities under a Regulation D exemption, which permits companies and funds to raise capital without registering the offering under the Securities Act of 1933. It is filed after the first sale, not before, and its purpose is disclosure: it gives the SEC and the public basic facts about who is raising money, how much, and under which exemption, typically Rule 504 or Rule 506(b)/(c).

Filing Form D is not an SEC approval of the offering or a review of its merits. It is a notice that the issuer believes it qualifies for an exemption from registration. Eagle Point Credit Non-US LP's filings identify the exemption relied upon as Rule 506(b) (item 06b) alongside investment-company exclusions under Sections 3(c) and 3(c)(7) of the Investment Company Act, consistent with a privately offered credit fund sold to accredited investors.

Filing Requirements, Amendments, and When an Offering Ends

An issuer must file its initial Form D within 15 days of the first sale of securities in the offering, under Rule 503(a) of Regulation D. Amendments follow for specific reasons: to correct a material mistake, to reflect a change in the information reported, or, for an offering that continues for more than a year, an annual update filed on or before the anniversary of the most recent Form D or amendment. Rule 503(a)(3) specifically exempts several changes from triggering an amendment on their own, among them the amount sold, the amount remaining and the number of investors, so a growing raise can go a full year between filings. Once any amendment is filed, however, every item on the form must be current as of that date.

A continuing offering is one in which the issuer expects to keep selling securities, so it must keep filing annual updates. A terminated offering is one the issuer no longer intends to sell into, and the rules require no filing that confirms closure, which is why a flat annual amendment is ambiguous by design. Eagle Point Credit Non-US LP's July 2026 filing is the annual update a continuing offering requires: it references the prior year's amendment (accession 0000945621-25-000575) and marks the offering's duration as exceeding one year. Its history also holds one out-of-cycle amendment, filed 2019-07-16, eight days after the 2019 annual update and repeating the same totals; Form D does not say what it corrected.

Interpreting Key Form D Fields

Several Form D items require plain-language translation. 'Total Offering Amount' is the ceiling the issuer has set, if any; when no ceiling is disclosed, the issuer checks 'Indefinite.' 'Total Amount Sold' is cumulative: it is the running total raised since the offering's inception, not the amount raised since the last filing. 'Total Remaining' is the ceiling minus the amount sold, and it too reads 'Indefinite' when no ceiling was set. The investor count is likewise cumulative, covering everyone who has invested to date.

Because these figures are cumulative, a large year-over-year jump does not necessarily mean a single new raise of that size; it means the running total grew by that amount. Eagle Point Credit Non-US LP's 2026 amendment lists Total Offering Amount as Indefinite, Total Amount Sold as $493,507,010, and Total Remaining as Indefinite, with a $250,000 minimum investment (subject to the general partner's discretion to accept less) and an offering duration marked as more than one year.

How to Recognize a Stalled Offering on EDGAR

Start from the issuer's filing list on EDGAR and take the two most recent Form D filings, which for a continuing offering will be a Form D/A about a year apart. The second one names the first in its header as the previous accession number, which confirms they belong to the same offering rather than to two different raises by the same issuer. Then compare three fields in Item 13 and Item 14: Total Amount Sold, Total Number of Investors Who Already Have Invested, and the Total Offering Amount or its Indefinite box. A stalled offering shows the same amount sold and the same investor count on both filings, an offering amount that has not been reduced, and the box for an offering lasting more than one year still checked. Nothing in the filing changes except the date and the signature.

Four patterns sit next to each other on EDGAR and are easy to confuse. A raising offering amends on schedule and the cumulative figures rise each time, as Eagle Point Credit Non-US LP's did every July from 2016 to 2023. A stalled offering amends on schedule and the figures do not move, which is the pattern here. A lapsed offering stops amending altogether after an initial Form D that declared a duration of one year or less, which the rules permit, so silence there most often means the raise concluded within its year. A dark offering declared a duration of more than a year and then missed the annual amendment, which is a compliance gap rather than a fundraising signal. The distinguishing test is whether the issuer is still filing: a stall is visible precisely because the issuer keeps meeting its obligation with unchanged numbers.

Two refinements sharpen the read. First, look for small movements. An amendment that adds a few investors or a few hundred thousand dollars against a total in the hundreds of millions, as this fund's 2025 filing did, is a slow trickle rather than a reopened raise, and it usually reflects transfers or late closings rather than new marketing. Second, check whether the same sponsor has filed a new Form D for a successor vehicle in the same period. Closed-end and evergreen managers often stop taking capital in one fund because the next one is open, and the successor's first Form D, filed within 15 days of its first sale, is the public trace of that decision.

Signs of a Stalled Offering: The Eagle Point Example

A Form D filing looks stalled when a continuing offering's annual amendment reports the same amount sold and the same investor count as the amendment it replaces. Because both figures are cumulative, an unchanged pair across two consecutive annual filings means no new capital was recorded as sold in the twelve months between them. That is a signal, not a conclusion: an unchanged total can reflect a pause in fundraising, a fund that has reached the capacity it wanted, timing between commitments and their reporting, or simply an issuer with nothing new to report while still meeting the annual requirement. Form D does not disclose the reason, and this filing does not either.

The fund's own history makes the pattern plain. AltStreet's ledger holds eleven annual amendments for the offering, whose first sale is dated 2014-02-01. Amount sold rose from $250,171,299 in the July 2016 amendment to $343,613,909 in 2019, $393,208,768 in 2020, $471,907,010 in 2022 and $493,157,010 in July 2023, with the investor count climbing from 66 to 143 over the same stretch. Since then the July 2024 amendment repeated the 2023 figures exactly, the July 2025 amendment added $350,010 and two investors, and the July 2026 amendment repeated 2025. Seven years of steady growth were followed by three years in which the cumulative total moved by less than one tenth of one percent.

The filing was signed by Courtney Fandrick, Chief Compliance Officer of the investment manager, and is formatted as a routine annual update rather than anything marked final. Both the total offering amount and the amount remaining read Indefinite, so there is no published cap against which to measure how much room remains. The fund is classified on the form as a hedge fund relying on the Section 3(c)(7) exclusion, which limits it to qualified purchasers, and it reports no sales commissions or finders' fees. In AltStreet's census of the adviser's 22 private offerings it is the second largest by amount sold, behind Eagle Point Credit US LP at $650.9 million.

Implications for Investors and RIAs

For investors and RIAs conducting due diligence, Form D offers a narrow but useful window into a private fund's fundraising: the exemption relied upon, the issuer's structure and jurisdiction, the minimum investment, and whether cumulative sales and investor counts are growing or flat across successive annual updates. A flat filing like this one is a reason to ask the sponsor about current fundraising status and capacity, but Form D is one input. It is not a substitute for the fund's offering documents, financial statements or performance reporting, which carry the detail a fuller assessment needs. For scale, AltStreet's differ across every Form D filer has flagged 11,415 annual amendments with no change in amount sold or investors since January 2024, 872 of them in the last 90 days: the pattern is common across closed-end private funds, and it never explains itself.

Consistent, timely amendments also indicate that an issuer is meeting its disclosure obligations under Regulation D, since missed or late filings can draw SEC attention. Related filings worth understanding alongside Form D include Form ADV for the fund's investment adviser, state blue-sky notices that often accompany a Reg D offering, and Form C, the comparable notice used for Regulation Crowdfunding, which operates under a different regime entirely.

What this filing does not show

Form D and its amendments do not establish whether an offering is still actively selling securities, whether a fund has reached capacity, or why a cumulative total has stayed flat between filings; the form reports figures as of the filing date without narrative explanation. It does not disclose net asset value, fund performance, distributions, or the timing of individual subscriptions within a reporting period.

Form D is not an SEC approval, registration, or endorsement of the offering, and it does not confirm that the issuer's claimed exemption is valid, only that the issuer has asserted reliance on one. Nor does the form indicate whether the unchanged total in Eagle Point Credit Non-US LP's 2026 amendment (accession 0000945621-26-000892) reflects a paused offering, a closed offering awaiting a final filing, or simply a gap in newly recorded sales; determining that would require information beyond what Form D reports.