SEC filing record
Primary Source · SEC.gov

Celo Capital, LP

Fund Vehicle2026 vintage506(b), 3(c)(1)

Raised

$28M

Investors

50

Min Invest

$100,000

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AltStreet Analysis

·

Generated from EDGAR primary sources

Celo Capital, LP is a Delaware-organized pooled investment fund that filed an amended Form D on 2026-11-05 under Rule 506(b) and the Section 3(c)(1) exclusion, reporting $27.6M raised from 50 investors at a $100K minimum investment. Related executive officers are Celo GP LLC and Celo Asset Management LLC. No parent platform or sibling vehicles from this manager are currently in the database.

This filing fits the standard profile for a privately offered pooled fund relying on 506(b)/3(c)(1) exemptions, limiting the offering to accredited investors and capping investor count under the Investment Company Act exclusion. The $100K minimum and ~$552K average check size are consistent with mid-sized private fund offerings in the alternative investment category, below the scale of large institutional vehicles but above typical retail-accessible minimums.

Data Flags

First Sale Date / Total Amount SoldFirst sale date is listed as not disclosed despite $27.6M already reported as sold to 50 investors, which is an inconsistency since capital could not have been raised without an initial sale date.
generalSimultaneous citation of Rule 506(b) and Section 3(c)(1) is a standard pairing (securities exemption plus Investment Company Act exclusion) and not itself anomalous.

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 April 7, 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 Number0001972575
Entity NameCelo Capital, LP
ExemptionRule 506(b), Section 3(c), Section 3(c)(1)
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)(1) of the Investment Company Act: the fund is excluded from investment-company registration because it has no more than 100 beneficial owners.
Entity TypeLimited Partnership
Jurisdiction of OrganizationDelaware
Issuer Address6 Hemlock Road, Asheville, NC 28803
Phone(828) 707-1777
Industry / Fund TypePooled Investment Fund · Private Equity Fund
Investment Company ActExcluded under Section 3(c)(1) (100 beneficial owners or fewer)
Securities TypePooled Investment Fund
First Sale Date—
Filing DateNovember 5, 2026
Accession Number0001972575-26-000003
Total Offering AmountIndefinite
Total Amount Sold$27,612,162
Total Investors50
Non-Accredited InvestorsNone
Minimum Investment$100,000
Offering DurationIntended to last more than one year
Revenue RangeDecline to Disclose
State (Issuer Address)NC
Amendment CountOriginal filing only

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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Investor

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Related Persons (Form D)

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

N/A Celo GP LLC

Executive Officer · Asheville, NC

N/A Celo Asset Management LLC

Executive Officer · Asheville, NC

Questions About Celo Capital, LP

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

What is Celo Capital, LP?

Celo Capital, LP is a Delaware limited partnership that filed a Form D with the SEC on April 7, 2023 as a private equity fund. The filing claims Rule 506(b), Section 3(c), Section 3(c)(1) for an offering of pooled investment fund interests.

Is Celo Capital, LP legit?

AltStreet does not rate legitimacy; it reports the public record. Celo Capital, LP filed a Form D with the SEC on April 7, 2023 claiming Rule 506(b), Section 3(c), Section 3(c)(1). A Form D is a notice of an exempt offering, not a review or approval of it. The newest notice reports $1,250,000 sold to 2 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 Celo Capital, 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 Celo Capital, LP claimed Rule 506(b), Section 3(c), Section 3(c)(1) 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 Celo Capital, LP raised?

Celo Capital, LP reported $1,250,000 sold from 2 investors in an offering of indefinite size as of the Form D filed April 7, 2023.

Who can invest in Celo Capital, 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)(1), it may have no more than 100 beneficial owners. The filing reports no non-accredited investors. The minimum investment accepted from an outside investor is $250,000.

What is the minimum investment in Celo Capital, LP?

The Form D lists $250,000 as the minimum investment accepted from any outside investor as of April 7, 2023. Issuers can waive their own minimums, and the figure does not include fees.

Who is selling Celo Capital, 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 Celo Capital, LP?

The Form D lists 2 related persons: Celo GP LLC, executive officer (General Partner of the Issuer); Celo Asset Management LLC, executive officer (Investment Manager of the Issuer). Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is Celo Capital, LP located?

The issuer's address on its SEC filings is 6 Hemlock Road, Asheville, NC 28803. Its phone number of record is 828-707-1777. It is organized under the laws of Delaware.

How long is the Celo Capital, 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, and no amendment is on record yet.

How large is Celo Capital, 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.