SEC filing record
Primary Source · SEC.gov

BHC BL Co-Invest, LLC

Co-Investment Vehicle2026 vintage506(b), 3(c)(1)
Latest signalNew Form D filerForm D · 2026-10-26Last filing 2026-10-26

Raised

$3M

Investors

40

Min Invest

None stated

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AltStreet Analysis

·

Generated from EDGAR primary sources

BHC BL Co-Invest, LLC is a Delaware-organized pooled investment fund (co-invest vehicle) that filed Form D on 2026-10-26, reporting $2.7M raised from 40 investors under the 506(b) exemption combined with the 3(c)(1) exclusion. Related parties include Blue Heron SPV Management, LLC (executive officer), Blue Heron Capital Management, LLC (promoter), and directors Andrew Tichenor and Thomas Benedetti. Minimum investment is not disclosed on the filing, and no parent platform or sibling entities have been matched in AltStreet's database.

This is a 3(c)(1)-excepted, 506(b) pooled vehicle — a common exemption pairing for small private co-investment funds targeting fewer than 100 beneficial owners. At $2.7M raised across 40 investors (an average check near $67.5K), the deal size and investor count are modest relative to typical institutional co-invest structures, which often involve fewer, larger-check investors. Minimum investment is not disclosed on the filing, which is standard for this category.

Data Flags

Total InvestorsAverage check size of roughly $67.5K across 40 investors is relatively small for a co-invest SPV, implying broader syndication than a typical few-LP co-investment vehicle.
ExemptionFiling claims both 506(b) and 3(c)(1) exemptions simultaneously, a routine combination for private pooled funds.
First Sale DateFirst sale date is not disclosed on a sub-$100M raise, indicating a pre-open or early-stage filing status.
Related PersonsTwo related-person entries (Blue Heron SPV Management, LLC and Blue Heron Capital Management, LLC) carry an 'N/A' prefix in the name field, suggesting a data entry artifact rather than a substantive naming issue.

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0002154425
Entity NameBHC BL Co-Invest, LLC
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 Liability Company
Jurisdiction of OrganizationDelaware
Year Organized2026
Issuer Address1806 Summit Avenue, Suite 200, Richmond, VA 23230
Phone(804) 212-3400
Industry / Fund TypePooled Investment Fund · Venture Capital Fund
Investment Company ActExcluded under Section 3(c)(1) (100 beneficial owners or fewer)
Securities TypePooled Investment Fund
First Sale Date—
Filing DateOctober 26, 2026
Accession Number0001231919-26-001498
Total Offering AmountIndefinite
Total Amount Sold$2,690,000
Total Investors40
Non-Accredited InvestorsNone
Minimum Investment$0 (no stated minimum)
Offering DurationOne year or less
Sales Commissions$0
Finders' Fees$0
Proceeds to Related Persons$0
Revenue RangeDecline to Disclose
State (Issuer Address)VA
Amendment CountOriginal filing only
Signed ByANDREW S. TICHENOR, MANAGING DIRECTOR OF THE MANAGER

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

1

latest Oct 26, 2026

Critical / warning

0 / 0

0 watch · 1 info

Statements extracted

0

none on file

NAV prints

0

none on file

Offering chains

1

raising

Latest event New filer · Oct 26, 2026

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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 BLUE HERON SPV MANAGEMENT, LLC

Executive Officer · RICHMOND, VA

ANDREW TICHENOR

Director · RICHMOND, VA

THOMAS BENEDETTI

Director · RICHMOND, VA

N/A BLUE HERON CAPITAL MANAGEMENT, LLC

Promoter · RICHMOND, VA

Questions About BHC BL Co-Invest, LLC

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

What is BHC BL Co-Invest, LLC?

BHC BL Co-Invest, LLC is a Delaware limited liability company organized in 2026 that filed a Form D with the SEC on October 26, 2026 as a venture capital fund. The filing claims Rule 506(b), Section 3(c), Section 3(c)(1) for an offering of pooled investment fund interests.

Is BHC BL Co-Invest, LLC legit?

AltStreet does not rate legitimacy; it reports the public record. BHC BL Co-Invest, LLC filed a Form D with the SEC on October 26, 2026 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 $2,690,000 sold to 40 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 BHC BL Co-Invest, LLC 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 BHC BL Co-Invest, LLC 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 BHC BL Co-Invest, LLC raised?

BHC BL Co-Invest, LLC reported $2,690,000 sold from 40 investors in an offering of indefinite size as of the Form D filed October 26, 2026.

Who can invest in BHC BL Co-Invest, LLC?

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 filing lists the minimum investment as $0, meaning no minimum was stated.

What is the minimum investment in BHC BL Co-Invest, LLC?

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 BHC BL Co-Invest, LLC 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. Sales commissions are reported as $0 and finders' fees as $0. Form D allows these to be estimates.

Who is behind BHC BL Co-Invest, LLC?

The Form D lists 4 related persons: BLUE HERON SPV MANAGEMENT, LLC, executive officer (MANAGER OF THE ISSUER (THE "MANAGER")); ANDREW S. TICHENOR, director (MANAGING DIRECTOR OF THE MANAGER); THOMAS Q. BENEDETTI, director (MANAGING DIRECTOR OF THE MANAGER); BLUE HERON CAPITAL MANAGEMENT, LLC, promoter (MANAGEMENT COMPANY). Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is BHC BL Co-Invest, LLC located?

The issuer's address on its SEC filings is 1806 Summit Avenue, Suite 200, Richmond, VA 23230. Its phone number of record is (804) 212-3400. It is organized under the laws of Delaware.

How long is the BHC BL Co-Invest, LLC offering open?

The issuer indicated that the offering is not 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 BHC BL Co-Invest, LLC?

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.