Aphias Reports $1.056 Billion Across Parallel Funds Following Debut Fund Close
Form D amendments filed October 8, 2026 by Aphias Capital Fund I and its parallel vehicle Fund I-A each report the same $1,055,968,750 as one shared program total, to 52 and 38 investors, with a first sale dated October 1, 2025. The firm announced the final close of its inaugural fund the same day, above a $900 million target.
Key facts
5- Aphias Capital Fund I, L.P. (CIK 0002070575) filed a Form D/A on October 8, 2026 (accession 0002070575-26-000001) reporting $1,055,968,750 sold to 52 investors under an indefinite offering amount, with a first sale dated October 1, 2025; its original Form D of September 30, 2025 reported no sales
- Aphias Capital Fund I-A, L.P. (CIK 0002070576) filed a Form D/A the same day (accession 0002070576-26-000001) reporting the same $1,055,968,750 to 38 investors with the same first-sale date
- Both amendments state that the total amount sold is aggregated between the issuer and its related parallel fund and includes the general partner's amounts: one program total, not two; the investor counts do not establish 90 unique investors
- Both claim Rule 506(b) with Investment Company Act Sections 3(c)(1) and 3(c)(7), name PJT Partners LP (CRD 171058) for sales compensation with solicitation in all states, name Rob Wolfson as promoter, and state that placement fees are offset dollar-for-dollar against the management fee, whose rate is not disclosed
- Aphias announced on October 8, 2026 that its inaugural fund closed with more than $1.05 billion of total capital commitments, exceeding a $900 million target, with investor demand surpassing the hard cap; PJT Park Hill was exclusive placement agent and Kirkland & Ellis fund counsel
Aphias Capital Fund I, L.P. reported $1,055,968,750 sold to 52 investors in a Form D amendment filed October 8, 2026, and its parallel vehicle, Aphias Capital Fund I-A, L.P., reported the same $1,055,968,750 to 38 investors the same day. Both amendments state that the amount is aggregated between the two funds and includes the general partner's commitment, so the two filings report one program total of just under $1.06 billion, not two. Each reports a first sale dated October 1, 2025. The San Francisco firm announced the final close of its inaugural fund on October 8, 2026, the day the amendments were filed, at more than $1.05 billion of commitments against a $900 million target.
What the filings show
Each fund is a Delaware limited partnership formed in 2025 and filing as a pooled investment fund of the private equity type. Both original notices, filed September 30, 2025, reported no sales and a first sale yet to occur; the amendments are the first filings in either series to report sales, and they report the first sale as October 1, 2025. The amendments give the first-sale date and the total as of filing, and nothing about when commitments arrived in between.
The issuer-reported total is consistent with the announced closing size, with the caveat that the Form D figure includes the general partner's amounts and reports securities sold, which for a private equity fund means commitments rather than cash received or invested. The filings name PJT Partners LP (CRD 171058) as the recipient of sales compensation, with solicitation in all states, and state that placement agent fees are offset dollar-for-dollar against the management fee. That offset does not reveal the management fee rate, which the filings say is in the confidential offering materials, and it does not make the placement services costless; it shifts their cost from a separate charge into the fee the fund pays its manager. Both filings check the Investment Company Act Section 3(c)(1) and 3(c)(7) exclusions without explaining the selection, and name Rob Wolfson as promoter.
| Vehicle | Reported investors | Treatment of reported dollars | Filing |
|---|---|---|---|
| Aphias Capital Fund I, L.P. | 52 | $1,055,968,750, stated as aggregated with the parallel fund and including the general partner's amounts | Form D/A |
| Aphias Capital Fund I-A, L.P. | 38 | Same $1,055,968,750 shared program total | Form D/A |
Both amendments were filed October 8, 2026 and report a first sale on October 1, 2025. The investor counts are reported separately and do not establish 90 unique investors. Source: SEC EDGAR.
Background
Aphias Capital describes itself as a lower-middle-market private equity firm focused on healthcare services and essential services, founded in 2025 by Rob Wolfson, formerly an executive managing director and global head of healthcare at H.I.G. Capital. Its October 8, 2026 release says the inaugural fund closed with more than $1.05 billion of total capital commitments, exceeding its $900 million target, with investor demand surpassing the fund's hard cap; demand above a hard cap can be turned away, so the release establishes that the close exceeded the target, not that commitments exceeded the cap. The investors are described as public pension plans, health systems, insurance companies, endowments and foundations, family offices and funds of funds. PJT Park Hill was the exclusive placement agent and Kirkland & Ellis fund counsel; Kirkland dated its own announcement of the close to October 8, 2026. The firm targets control investments in companies with $5 million to $30 million of EBITDA.
Why it matters
The value of the two amendments is the reconciliation: a reader who summed the two $1,055,968,750 figures would double the fund, and the investor counts, reported separately, cannot be combined into a unique total because the filings do not establish whether they overlap. Read as one offering, the issuer-reported total matches the announced close. AltStreet has linked the two entities so that later amendments are read together.
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What the filings do not show
The filings do not split the total between the two vehicles, disclose the general partner's share, or establish whether any investor is counted in both. They do not state the hard cap, the management fee rate or the carried interest, and the release gives the target and the closing figure but not the terms. The reason both 3(c)(1) and 3(c)(7) were checked is not stated.
Sources
- Aphias Capital Fund I, L.P., Form D/A filed October 8, 2026 (accession 0002070575-26-000001) — SEC EDGAR
- Aphias Capital Fund I-A, L.P., Form D/A filed October 8, 2026 (accession 0002070576-26-000001) — SEC EDGAR
- Aphias Capital Fund I, L.P., Form D filed September 30, 2025 (accession 0002070575-25-000003) — SEC EDGAR
- Aphias Capital Closes Oversubscribed Inaugural Fund at Over $1.05 Billion (October 8, 2026) — Business Wire
- Exclusive: Aphias Capital closes first fund at $1.05B-plus (October 8, 2026) — Axios Pro
