SEC filing record
Primary Source · SEC.gov

Potentia Aegleon Co-investment III Trust

Co-Investment Vehicle2026 vintage506(b), 3(c)(1)
Latest signalNew Form D filerForm D · 2026-10-27Last filing 2026-10-27

Raised

$12M

Investors

1

Min Invest

None stated

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AltStreet Analysis

·

Generated from EDGAR primary sources

Potentia Aegleon Co-investment III Trust is an Australian-domiciled trust vehicle that filed a Form D for a pooled investment fund offering, reporting $11.7M raised from a single investor under the 506(b) and 3(c)(1) exemptions. Minimum investment and first sale date are not disclosed on the filing. No parent platform or sibling entities were identified in available records.

This filing sits within the alternative_investment category as a co-investment vehicle structured under the common 506(b)/3(c)(1) exemption pairing used by private funds to combine Reg D offering flexibility with Investment Company Act exclusion. The $11.7M raise funded by a single investor and the absence of a stated minimum are consistent with a closely-held institutional co-investment structure rather than a broadly marketed fund.

Data Flags

Total Investors / Total Amount SoldEntire $11.7M raise was committed by a single investor, consistent with an anchor investor or initial closing rather than a syndicated raise.
State of IncorporationEntity is organized in Australia but filing a U.S. Form D, indicating a cross-border fund structure.
First Sale DateFirst sale date is not disclosed on this original filing for a raise under $100M, where such disclosure is more typically expected than for large institutional amendments.

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0002157621
Entity NamePotentia Aegleon Co-investment III Trust
ExemptionRule 506(b), Section 3(c), Section 3(c)(1), 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)(1) of the Investment Company Act: the fund is excluded from investment-company registration because it has no more than 100 beneficial owners. 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 TypeOther
Jurisdiction of OrganizationAustralia
Year Organized2026
Issuer AddressSuite 38.01, Gateway, 1 Macquarie Place, Sydney, Nsw, C3 2000
Phone(619) 366-6612
Industry / Fund TypePooled Investment Fund · Private Equity Fund
Investment Company ActExcluded under Section 3(c)(1) (100 beneficial owners or fewer) and Section 3(c)(7) (qualified purchasers only) (both boxes checked on the filing)
Securities TypeEquity, Pooled Investment Fund
First Sale Date—
Filing DateOctober 27, 2026
Accession Number0002157621-26-000001
Total Offering AmountIndefinite
Total Amount Sold$11,699,584
Total Investors1
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)C3
Amendment CountOriginal filing only
Signed ByBarry Zuckerman, Director of the Trustee of the Issuer

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 27, 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 27, 2026

SEC.gov
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Related Persons (Form D)

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

Andrew Gray

Director · Sydney, NSW, C3

Barry Zuckerman

Director · Sydney, NSW, C3

Ekaterina Khvatova

Director · Sydney, NSW, C3

Questions About Potentia Aegleon Co-investment III Trust

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

What is Potentia Aegleon Co-investment III Trust?

Potentia Aegleon Co-investment III Trust is a Australia entity organized in 2026 that filed a Form D with the SEC on October 27, 2026 as a private equity fund. The filing claims Rule 506(b), Section 3(c), Section 3(c)(1), Section 3(c)(7) for an offering of equity and pooled investment fund interests.

Is Potentia Aegleon Co-investment III Trust legit?

AltStreet does not rate legitimacy; it reports the public record. Potentia Aegleon Co-investment III Trust filed a Form D with the SEC on October 27, 2026 claiming Rule 506(b), Section 3(c), Section 3(c)(1), 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 $11,699,584 sold to 1 investor. 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 Potentia Aegleon Co-investment III Trust 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 Potentia Aegleon Co-investment III Trust claimed Rule 506(b), Section 3(c), Section 3(c)(1), 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 Potentia Aegleon Co-investment III Trust raised?

Potentia Aegleon Co-investment III Trust reported $11,699,584 sold from 1 investor in an offering of indefinite size as of the Form D filed October 27, 2026.

Who can invest in Potentia Aegleon Co-investment III Trust?

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. The filing checks both Section 3(c)(1), which caps the fund at 100 beneficial owners, and Section 3(c)(7), which requires every investor to be a qualified purchaser, generally an individual with at least $5 million in investments. A fund normally relies on one or the other. 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 Potentia Aegleon Co-investment III Trust?

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 Potentia Aegleon Co-investment III Trust 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 Potentia Aegleon Co-investment III Trust?

The Form D lists 3 related persons: Andrew James Nathaniel Gray, director (Director of the Trustee of the Issuer); Barry Grant Zuckerman, director (Director of the Trustee of the Issuer); Ekaterina Khvatova, director (Director of the Trustee of the Issuer). Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is Potentia Aegleon Co-investment III Trust located?

The issuer's address on its SEC filings is Suite 38.01, Gateway, 1 Macquarie Place, Sydney, Nsw, C3 2000. Its phone number of record is 6193666612. It is organized under the laws of Australia.

How long is the Potentia Aegleon Co-investment III Trust 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 Potentia Aegleon Co-investment III Trust?

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.