SEC filing record
Primary Source · SEC.gov

RW3 Ventures I LP

Fund Vehicle2022 vintageRule 506(b), Section 3(c), Section 3(c)(7)Filing record

Built from the SEC filing index the day the filing landed. The figures below are the issuer's own from Form D; AltStreet's analysis, sponsor link and data flags follow when the entity is enriched.

Raised

$47M

Investors

77

Min Invest

None stated

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What this filing shows

·

Every sentence is a value as filed on SEC Form D

RW3 Ventures I LP is a Delaware limited partnership that first filed a Form D on May 4, 2022 and most recently amended it on May 4, 2023, describing itself as a venture capital fund. The offering claims Rule 506(b), Section 3(c), Section 3(c)(7) and covers pooled investment fund interests. RW3 Ventures I LP reported $47,175,000 sold from 77 investors of a $100,000,000 total offering as of the Form D filed May 4, 2023. The offering relies on Rule 506(b), which permits sales to accredited investors and to no more than 35 non-accredited investors who meet a sophistication standard, and prohibits general solicitation. Because the fund also relies on Section 3(c)(7), each investor must be a qualified purchaser, generally an individual with at least $5 million in investments. The filing reports no non-accredited investors. The filing lists the minimum investment as $0, meaning no minimum was stated. The Form D names no recipient of sales compensation, which usually means the issuer or its affiliates are placing the securities directly. The issuer's address of record is 185 Dartmouth Street, 7th Floor, Boston, MA 02116.

Critical Disclosures

What the filings and the regulators have said about this entity that a reader should know first. Each line links to its source. The history, the same event across other issuers, and alerts are in the terminal.

Reporting lapsed · Form D · last filing May 4, 2023

Offering declared to continue beyond a year; annual amendment 13+ months overdue An issuer that stops filing is the case the going-concern flag cannot catch: the report that would have carried it was never filed.

Timeline
Each line is a fact as filed. The history behind it, the same event across other issuers, and an alert on the next one:Open in the terminal Watch this issuer

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0001919111
Entity NameRW3 Ventures I LP
ExemptionRule 506(b), Section 3(c), Section 3(c)(7)
What the exemption meansRule 506(b) of Regulation D: securities may be sold to an unlimited number of accredited investors and up to 35 non-accredited investors who meet the rule's sophistication standard, without general solicitation or advertising. Section 3(c) of the Investment Company Act of 1940: the issuer is a pooled investment vehicle relying on an exclusion from registration as an investment company. Section 3(c)(7) of the Investment Company Act: the fund is excluded from investment-company registration because every investor is a qualified purchaser, generally an individual with at least $5 million in investments or an institution with at least $25 million.
Entity TypeLimited Partnership
Jurisdiction of OrganizationDelaware
Issuer Address185 Dartmouth Street, 7th Floor, Boston, MA 02116
Phone(617) 772-4600
Industry / Fund TypePooled Investment Fund · Venture Capital Fund
Investment Company ActExcluded under Section 3(c)(7) (qualified purchasers only)
Securities TypePooled investment fund interests
First Sale DateApril 19, 2022
Filing DateMay 4, 2023
Accession Number0001919111-23-000002
Total Offering Amount$100,000,000
Total Amount Sold$47,175,000
Amount Remaining$52,825,000
Total Investors77
Non-Accredited InvestorsNone
Minimum Investment$0 (no stated minimum)
Offering DurationIntended to last more than one year
Revenue RangeDecline to Disclose
State (Issuer Address)MA
Amendment Count2 filings on record

Filings on Record

Every filing AltStreet's ledger holds for this CIK, newest first. Each opens the SEC archive folder.

In the Terminal

Filing events

0

none on file

Critical / warning

0 / 0

0 watch · 0 info

Statements extracted

0

none on file

NAV prints

0

none on file

Offering chains

1

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Fund family Part of the RW3 Ventures family: 2 vehicles across 1 generation · full family and the filing behind each link in the terminal

Investor

  • The full fund family and any related vehicles (parallel, feeder, successor, sibling series) with the filing that shows each link
  • 1 offering timeline: velocity, share raised, first-sale lag, stalled flags

Pro

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Adviser of Record (Form ADV)

Raptor Capital Management LP

CRD 161118 · exempt reporting adviser · lists this fund on Schedule D 7.B.(1) as a venture capital fund

Auditor named on Form ADV: Deloitte & Touche LLP · PCAOB-registered per the adviser

From the adviser's Form ADV as loaded from the SEC bulk data, joined on this issuer's Form D file number. Fund-level figures and the adviser's full fund roster are in the terminal.

Related Persons (Form D)

Executive officers, directors, and promoters listed on the SEC Form D filing. Source: SEC.gov.

RW3 Ventures GP I LLC

Executive Officer · BOSTON, MA

General Partner of the Issuer

Raptor Capital Management LP

Executive Officer · BOSTON, MA

Investment Manager of the Issuer

Peter Najarian

Executive Officer · BOSTON, MA

Principal of RW3 Ventures GP I LLC and Raptor Capital Management LP

James Pallotta

Executive Officer · BOSTON, MA

Principal of RW3 Ventures GP I LLC and Raptor Capital Management LP

Questions About RW3 Ventures I LP

Each answer is built from the values on the SEC filing and the AltStreet ledger, not from the issuer's marketing.

What is RW3 Ventures I LP?

RW3 Ventures I LP is a Delaware limited partnership that filed a Form D with the SEC on May 4, 2023 as a venture capital fund. The filing claims Rule 506(b), Section 3(c), Section 3(c)(7) for an offering of pooled investment fund interests.

Is RW3 Ventures I LP legit?

AltStreet does not rate legitimacy; it reports the public record. RW3 Ventures I LP filed a Form D with the SEC on May 4, 2023 claiming Rule 506(b), Section 3(c), Section 3(c)(7). A Form D is a notice of an exempt offering, not a review or approval of it. The newest notice reports $47,175,000 sold to 77 investors. AltStreet's enforcement record (SEC, FINRA and state actions) shows no action naming the issuer as of today. Before investing, confirm the filing on EDGAR, check the seller's registration on FINRA BrokerCheck, and read the offering documents, which a Form D does not include.

Is RW3 Ventures I LP registered with or approved by the SEC?

No. A Form D is a notice that an issuer is selling securities under an exemption from registration, and the SEC does not review, approve, or pass on the merits of the offering. The filing shows that RW3 Ventures I LP claimed Rule 506(b), Section 3(c), Section 3(c)(7) and disclosed the items the form requires, such as the amount sold, the minimum investment, related persons, and anyone paid to sell the securities. It does not verify the issuer's claims or its business.

How much has RW3 Ventures I LP raised?

RW3 Ventures I LP reported $47,175,000 sold from 77 investors of a $100,000,000 total offering as of the Form D filed May 4, 2023.

Who can invest in RW3 Ventures I LP?

The offering relies on Rule 506(b), which permits sales to accredited investors and to no more than 35 non-accredited investors who meet a sophistication standard, and prohibits general solicitation. Because the fund also relies on Section 3(c)(7), each investor must be a qualified purchaser, generally an individual with at least $5 million in investments. The filing reports no non-accredited investors. The filing lists the minimum investment as $0, meaning no minimum was stated.

What is the minimum investment in RW3 Ventures I LP?

The Form D lists the minimum investment as $0, which means the issuer did not state a minimum on the form. The offering documents, not the Form D, set the actual subscription terms.

Who is selling RW3 Ventures I LP and how are they paid?

The Form D names no recipient of sales compensation, which usually means the issuer or its affiliates are placing the securities directly.

Who is behind RW3 Ventures I LP?

The Form D lists 4 related persons: RW3 Ventures GP I LLC, executive officer (General Partner of the Issuer); Raptor Capital Management LP, executive officer (Investment Manager of the Issuer); Peter Najarian, executive officer (Principal of RW3 Ventures GP I LLC and Raptor Capital Management LP); James Pallotta, executive officer (Principal of RW3 Ventures GP I LLC and Raptor Capital Management LP). Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is RW3 Ventures I LP located?

The issuer's address on its SEC filings is 185 Dartmouth Street, 7th Floor, Boston, MA 02116. Its phone number of record is 617-772-4600. It is organized under the laws of Delaware.

How long is the RW3 Ventures I LP offering open?

The issuer indicated that the offering is intended to last more than one year. An issuer must amend its Form D annually while a continuing offering stays open; 1 amendment is on record for this CIK.

How large is RW3 Ventures I LP?

The issuer declined to disclose its revenue range on the Form D, which the form permits.

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Data Methodology

Capital raise figures, investor counts, and filing dates are sourced directly from SEC EDGAR Form D primary documents via the SEC EDGAR submissions API and full-text search index. EDGAR entity profiles and deal-level data are reviewed by AltStreet analysts with backgrounds in corporate finance and securities law — cross-referenced against offering circulars, audited financial statements, and primary regulatory filings before publication. Platform-provided information, where present, is clearly labeled and does not affect EDGAR data or AltStreet editorial coverage. Platforms may request factual corrections for demonstrable inaccuracies by contacting [email protected]. This page does not constitute investment advice.