SEC Filing Record

Offering Amount

$1.4M

Strategy

PE

Exemption

06b

Date Filed

Jun 05, 2026

0000902664-26-002696

View on SEC EDGAR →

37A Read

The dual GP structure—with ITE Air GP L.L.C. as the named fund entity and ITE Management L.P. as a separate management vehicle—signals a layered governance model common when a management company operates multiple funds or LP vehicles; the presence of two named individuals (Smilow and Koenig) suggests they hold operational control while the LLC and LP entities create operational and liability separation.

Absence of prior EDGAR filings from this manager indicates either a first institutional fund raise or a manager operating exclusively through direct club deals and relationships until now; the 06b exemption (pre-existing relationships only) combined with a $1M target reinforces a strategy focused on a tight, known LP base rather than broad market outreach.

Filing an amendment in June 2026 on a fund originally registered in 2026 suggests either a mid-raise adjustment to terms, LP commitment timeline, or fee structure—positioning this as either a mid-stream correction or a placeholder that underwent material revision before broader LP engagement.

Before committing, verify whether the two named GPs have non-compete or key-person provisions tied to their specific involvement, and confirm the fund's LP list to assess whether this $1M target represents the full raise or an interim close pending larger LP commitments already secured.

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Principals

General Partners & Executives

ITE Air GP L.L.C. David Smilow Jason Koenig ITE Management L.P.

ITE Air Partners Fund L.P.