SEC Filing Record

Offering Amount

$13.2M

$4.1M raised

Strategy

Other

Exemption

06b

Date Filed

Jun 08, 2026

0002115526-26-000003

View on SEC EDGAR →

37A Read

The two-GP structure with McCallister and McElroy signals a partnership vehicle rather than a single-sponsor fund, which typically indicates either co-investment alongside LP capital or a split operational model where GPs carry distinct responsibilities—the amendment filing suggests the fund is recalibrating terms or LP base mid-raise, a signal that initial closing conditions or investor composition shifted materially.

No prior EDGAR filings from this manager means this is either a first-time fund vehicle or the GPs operated through alternative structures (direct co-investments, fund-of-funds, or platforms outside SEC filing requirements); the 06b exemption and two-GP configuration point to a manager relying on pre-existing relationships and informal networks rather than broad institutional fundraising infrastructure.

Filing an amendment in mid-2026 after closing only 31% of target suggests the original raise timeline stalled, likely reflecting LP caution in a higher-rate environment or sector reallocation away from the fund's focus area; the amendment typically signals either extended LP commitment periods, reduced fees, or restructured economics to unblock remaining commitments.

Verify whether this amendment modified key-man provisions, GP commitment levels, or fee structures—absent a prior filing history, confirm with the GPs directly whether McCallister and McElroy have committed their own capital proportionally and whether either has operational co-investments that could create conflicts with this vehicle's deployment.

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Principals

General Partners & Executives

Ross McCallister Kenneth McElroy

MC QOF, LLC