SEC Filing Record

Offering Amount

$10.5M

Strategy

Other

Exemption

06b

Date Filed

Jun 05, 2026

0002138659-26-000001

View on SEC EDGAR →

37A Read

The SPV structure with a named individual GP (William Libby) alongside Upper90 Capital Management II signals a continuation vehicle or continuation fund in the Crusoe series, where a dedicated legal entity isolates this tranche of capital while the parent GP retains operational control—a common pattern when a manager needs to ring-fence a specific LP's commitments or segregate debt/credit assets from equity.

Upper90 Capital Management II has no prior EDGAR filings, which means this Crusoe III SPV is either the manager's first SEC filing or the parent entity has historically operated below the $150M AUM threshold; the presence of a third-vintage loan fund implies the manager has been deploying capital for multiple years, but the absence of prior records suggests either a small-scale operation, a recent registration trigger, or prior reliance on private placement exemptions.

Mid-2026 filing timing for a $10M loan fund aligns with LP appetite for private credit and secured lending as rates remain elevated and traditional banking has contracted, making specialty debt vehicles attractive to allocators seeking yield without taking equity duration risk.

Verify whether William Libby is subject to a key-person provision and confirm the carried interest waterfall and any GP commitment in this SPV versus the parent entity, as loan funds frequently have different LP economics than equity vehicles and the SPV structure may create ambiguity about who bears losses in a default scenario.

Full analysis (GP structure, exemption breakdown, and market context) is available to Pro members.

Unlock Pro · $29/month → Sign in

Principals

General Partners & Executives

Upper90 Capital Management II, LLC - William Libby

Upper90 Crusoe Loan III SPV LLC