Form D · Private Equity Fund

W&D Debt Fund LP

Denver, CO · CIK 0002028508

Offering snapshot reported May 28, 2026 · SEC filing

Reported sold
$252M
Offering amount: $800M
Investors reported
170
Form D · investor count
Minimum accepted
$250K
Reported outside-investor minimum
First sale
Nov 27, 2024
As reported in this filing

Fundraising history

Reported sold
Reported amount sold by Form D filing date$0$136M$272MDec 10, 2024: $201,254,833.00Dec 10, 2024Feb 21, 2025: $201,254,833.00May 26, 2026: $272,128,333.00May 28, 2026: $252,128,333.00May 28, 2026

Dates are filing dates, not cash receipt dates. Decreases are reported revisions, not evidence of withdrawals. Separate offering histories are not added together.

What changed?

Latest filing versus its linked predecessor, where available.

  • Reported sold$201,254,833 → $252,128,333
  • Reported investors118 → 170

Filing history

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FiledFiling typeReported soldChange vs linked filingInvestorsSource
May 28, 2026Amendment$252,128,333$50,873,500vs Dec 10, 2024170SEC filing
May 26, 2026Amendment$272,128,333$70,873,500vs Dec 10, 2024172SEC filing
Feb 21, 2025Amendment$201,254,833$0vs Dec 10, 2024118SEC filing
Dec 10, 2024Initial$201,254,833No comparison118SEC filing

Offering details

Securities
Equity, Pooled investment fund
Exemptions
06c, 3C, 3C.5
Duration over one year
Yes
Business combination
No
Sales commissions
$0
Finders' fees
$25K
Form D file number
021-531686
Amounts in Item 13 include amounts of interests sold by the Issuer and the Issuer's parallel vehicle, W&D Debt Fund (Offshore) LP. The total amount sold by Issuer is $231,828,333.
The $25,000 in Finders Fees reflects a retainer fee paid to BHA Select Network, LLC (which will be credited against any sales commissions).

Sales compensation recipients

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RecipientCRDAssociated broker-dealer
N/ANoneBHA Select Network, LLC · CRD 168883

Source: Form D, filed May 28, 2026. Minimum accepted may differ from a standard advertised minimum.

Fund connections

No confirmed ADV fund connection is available for this issuer.

People & organizations

Current and past Form D appearances. These existing records do not establish a person's current role or uniquely identify them across issuers.

People and organizations reported in Form D filings
NameReported role
Ryan Castle Executive
Marcus Duley Executive
Mitchell Resnick Executive
N/A W&D Debt Investors Llc Director

Issuer details

Industry: Pooled Investment Fund (See others in industry)

Address:
2435 E. 3 Rd Avenue Suite 300
Denver, CO, 80206