SGT Capital Co-Invest 1.1 SCSp

### Executive Summary SGT Capital Co-Invest 1.1 SCSp, a Luxembourg-based special limited partnership, filed a Form D initial notice on 2026-06-02 for a $25.0M private placement under Regulation D. The offering consists of pooled investment fund interests, with first sale dated 2023-07-10, indicating a delayed filing or ongoing capital raise. The filing lists five directors, including Marianne Rajic (Singapore) and Joseph Pacini (Utah), but does not disclose the number of investors, non-accredited investor status, minimum investment, or commissions, limiting transparency. This capital raise signals continued institutional interest in pooled investment vehicles, likely targeting European or cross-border private equity co-investments. ### Investor Edge Watch for subsequent Form D amendments (D/A) that may disclose the number of investors, minimum investment, or use of proceeds. The delayed filing (first sale in 2023) could indicate a fund that has already closed or is in late-stage fundraising; any amendment would provide clarity on capital deployment and investor demand. ### Sector capital positioning The $25M raise for a pooled investment fund aligns with current trends of institutional investors seeking co-investment opportunities to bypass high management fees and gain direct exposure. Luxembourg's regulatory environment remains a hub for such structures, indicating stable capital flows into European private equity despite macroeconomic uncertainty. ### Convergence Signals No direct convergence signals are evident from the filing. The absence of a business description, use of proceeds, or related public contracts/patents suggests this is a standard fund vehicle with no obvious strategic positioning tied to specific sectors or government initiatives. ### Key Takeaways - SGT Capital Co-Invest 1.1 SCSp raised $25.0M in a private pooled investment fund offering under Regulation D. - The filing is an initial notice (Form D) with first sale in July 2023, suggesting a delayed or ongoing capital raise. - Key directors are based in Singapore and Utah, indicating a global investor base for this Luxembourg-domiciled fund. - Critical details (investor count, minimum investment, commissions) are omitted, reducing transparency. ### Risk Indicators & Flags The filing lacks disclosure of the number of investors, non-accredited investor status, minimum investment, and sales commissions, which is unusual for a Form D and may indicate incomplete reporting or a reliance on Rule 506(c) with accredited investor verification. The delayed filing (first sale nearly three years prior) raises questions about compliance timeliness. No use of proceeds or business purpose is stated, increasing uncertainty about the fund's strategy. ### Verification & References All data is directly from the SEC Form D filing (Accession Number 000213510226000001) and associated XML. The company's CIK (0002135102) and Luxembourg address are verifiable via EDGAR. The $25.0M raised, first sale date, and related persons are confirmed. No additional public records were used.