Celsius Co-Invest Holdings, LP 2026: Is It Legit? Form D Raise, Investors, Who Is Behind It

Q: What is Celsius Co-Invest Holdings, LP?

Celsius Co-Invest Holdings, LP is an issuer that filed a Form D with the SEC on November 5, 2026. The filing claims 506(b), 3(c).

Q: Is Celsius Co-Invest Holdings, LP legit?

AltStreet does not rate legitimacy; it reports the public record. Celsius Co-Invest Holdings, LP filed a Form D with the SEC on November 5, 2026 claiming 506(b), 3(c). A Form D is a notice of an exempt offering, not a review or approval of it. 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.

Q: Is Celsius Co-Invest Holdings, 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 Celsius Co-Invest Holdings, LP claimed 506(b), 3(c) 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.

Q: How much has Celsius Co-Invest Holdings, LP raised?

Celsius Co-Invest Holdings, LP reported no amount sold as of the Form D filed November 5, 2026.

Q: Who is selling Celsius Co-Invest Holdings, 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.

Q: Where is Celsius Co-Invest Holdings, LP located?

The issuer's address on its SEC filings is C/O Kohlberg & Co., L.L.C., 111 Radio Circle, Mount Kisco, NY 10549. Its phone number of record is 914-241-7430. It is organized under the laws of Delaware.

AltStreetEDGAR DatabaseCelsius Co-Invest Holdings, LP
SEC filing record
Primary Source · SEC.gov
Celsius Co-Invest Holdings, LPCo-Investment Vehicle2026 vintage506(b), 3(c)
Raised
Pre-open
Investors
—
Min Invest
None stated
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AltStreet Analysis
·Generated from EDGAR primary sources
Celsius Co-Invest Holdings, LP is a Delaware-organized pooled investment fund that filed an original (non-amendment) Form D on 2026-11-05, claiming exemptions under Rule 506(b) and Section 3(c) of the Investment Company Act. The filing is pre-open, with no capital raised, investor count, or first sale date yet disclosed, and lists Samuel Frieder, Gordon Woodward, and Seth Hollander as executive officers. No parent platform or related sibling entities have been matched in available records.
This filing fits the standard profile of a newly formed private co-investment vehicle in the alternative investment space, relying on the common 506(b)/3(c) exemption pairing used by pooled investment funds to raise capital privately while remaining outside Investment Company Act registration. With no amount raised, investor count, or minimum investment disclosed, the filing represents an early-stage or pre-marketing registration typical of this category rather than a completed or substantially subscribed offering.
Data Flags
exemptionFiling claims both 506(b) and 3(c) exemptions, a standard combination for pooled investment funds (securities exemption plus Investment Company Act exclusion) rather than an unusual dual-exemption claim.
generalFiling is pre-open with no first sale date, amount raised, or investor count disclosed, consistent with a newly registered fund rather than a late or incomplete update.
EDGAR Filing Data
Form D — Primary Source
View on SEC.gov 
CIK Number0002161952
Entity NameCelsius Co-Invest Holdings, LP
Exemption506(b), 3(c)
Entity Type—
Jurisdiction of OrganizationDelaware
Issuer AddressC/O Kohlberg & Co., L.L.C., 111 Radio Circle, Mount Kisco, NY 10549
Phone(914) 241-7430
Industry / Fund Type—
Securities TypePooled Investment Fund
First Sale Date—
Filing DateNovember 5, 2026
Accession Number0002161952-26-000001
Total Offering Amount—
Total Amount Sold—
Total Investors—
Minimum Investment$0 (no stated minimum)
Offering Duration—
State (Issuer Address)NY
Amendment CountOriginal filing only
Related Persons (Form D)
Executive officers, directors, and promoters listed on the SEC Form D filing. Source: SEC.gov.
SAMUEL FRIEDER
Executive Officer · MOUNT KISCO, NY
GORDON WOODWARD
Executive Officer · MOUNT KISCO, NY
SETH HOLLANDER
Executive Officer · MOUNT KISCO, NY
Questions About Celsius Co-Invest Holdings, LP
Each answer is built from the values on the SEC filing and the AltStreet ledger, not from the issuer's marketing.
What is Celsius Co-Invest Holdings, LP?Celsius Co-Invest Holdings, LP is an issuer that filed a Form D with the SEC on November 5, 2026. The filing claims 506(b), 3(c).
Is Celsius Co-Invest Holdings, LP legit?AltStreet does not rate legitimacy; it reports the public record. Celsius Co-Invest Holdings, LP filed a Form D with the SEC on November 5, 2026 claiming 506(b), 3(c). A Form D is a notice of an exempt offering, not a review or approval of it. 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 Celsius Co-Invest Holdings, 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 Celsius Co-Invest Holdings, LP claimed 506(b), 3(c) 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 Celsius Co-Invest Holdings, LP raised?Celsius Co-Invest Holdings, LP reported no amount sold as of the Form D filed November 5, 2026.
Who is selling Celsius Co-Invest Holdings, 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.
Where is Celsius Co-Invest Holdings, LP located?The issuer's address on its SEC filings is C/O Kohlberg & Co., L.L.C., 111 Radio Circle, Mount Kisco, NY 10549. Its phone number of record is 914-241-7430. It is organized under the laws of Delaware.
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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.