Form D

FORM D

Notice of Exempt Offering of Securities

UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.

OMB APPROVAL

OMB Number: 3235-0076

Estimated Average burden hours per response: 4.0

1. Issuer's Identity

CIK (Filer ID Number)

Previous Name(s)

None

Entity Type

0001524443

Corporation

Limited Partnership

Limited Liability Company

General Partnership

Business Trust

Other

Cayman Islands Exempted Company

Name of Issuer

III Credit Opportunities Fund Ltd.

Jurisdiction of Incorporation/Organization

CAYMAN ISLANDS

Year of Incorporation/Organization

Over Five Years Ago

Within Last Five Years (Specify Year)

Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer

III Credit Opportunities Fund Ltd.

Street Address 1

Street Address 2

Waystone Corporate Services (Cayman) Ltd

SIX Cricket Square

City

State/Province/Country

ZIP/Postal Code

Phone No. of Issuer

George Town, Grand Cayman

CAYMAN ISLANDS

KY1-1108

345-949-2777

3. Related Persons

Last Name

First Name

Middle Name

III Capital Management

n/a

Street Address 1

Street Address 2

777 Yamato Road

Suite 300

City

State/Province/Country

ZIP/Postal Code

Boca Raton

FLORIDA

33431

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Advisor

Last Name

First Name

Middle Name

Printz

Robert

Street Address 1

Street Address 2

III Capital Management

777 Yamato Road, Suite 300

City

State/Province/Country

ZIP/Postal Code

Boca Raton

FLORIDA

33431

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name

First Name

Middle Name

Wyler

Scott

Street Address 1

Street Address 2

III Capital Management

777 Yamato Road, Suite 300

City

State/Province/Country

ZIP/Postal Code

Boca Raton

FLORIDA

33431

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name

First Name

Middle Name

Olofsson

Thomas

Street Address 1

Street Address 2

III Capital Management

777 Yamato Road, Suite 300

City

State/Province/Country

ZIP/Postal Code

Boca Raton

FLORIDA

33431

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name

First Name

Middle Name

Saraogi

Siddhartha

Street Address 1

Street Address 2

III Capital Management

777 Yamato Road, Suite 300

City

State/Province/Country

ZIP/Postal Code

Boca Raton

FLORIDA

33431

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name

First Name

Middle Name

Prest

Jason

Street Address 1

Street Address 2

III Capital Management

777 Yamato Road, Suite 300

City

State/Province/Country

ZIP/Postal Code

Boca Raton

FLORIDA

33431

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name

First Name

Middle Name

Anuar

Yelena

Street Address 1

Street Address 2

III Capital Management

777 Yamato Road, Suite 300

City

State/Province/Country

ZIP/Postal Code

Boca Raton

FLORIDA

33431

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name

First Name

Middle Name

Hansen

Karen

Street Address 1

Street Address 2

III Capital Management

777 Yamato Road, Suite 300

City

State/Province/Country

ZIP/Postal Code

Boca Raton

FLORIDA

33431

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name

First Name

Middle Name

Pellegrino

Christian

Street Address 1

Street Address 2

III Capital Management

777 Yamato Road, Suite 300

City

State/Province/Country

ZIP/Postal Code

Boca Raton

FLORIDA

33431

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name

First Name

Middle Name

Coyle

Lester

Street Address 1

Street Address 2

III Capital Management

777 Yamato Road, Suite 300

City

State/Province/Country

ZIP/Postal Code

Boca Raton

FLORIDA

33431

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name

First Name

Middle Name

McGrath

Laura

Street Address 1

Street Address 2

Calderwood

4th Floor, Century Yard, Cricket Square

City

State/Province/Country

ZIP/Postal Code

George Town, Grand Cayman

CAYMAN ISLANDS

KY1-1205

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name

First Name

Middle Name

Malde

Paras

Street Address 1

Street Address 2

Waystone Governance Ltd.

SIX Cricket Square

City

State/Province/Country

ZIP/Postal Code

George Town, Grand Cayman

CAYMAN ISLANDS

KY1-1103

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name

First Name

Middle Name

Morgan

Jonathan

Street Address 1

Street Address 2

Sound Fund Advisors LLC

30 Old Kings Highway South

City

State/Province/Country

ZIP/Postal Code

Darien

CONNECTICUT

06820

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

*Is the issuer registered as an investment company under the Investment Company Act of 1940?
Radio button not checked

Yes

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

Health Care

Biotechnology

Health Insurance

Hospitals & Physicians

Pharmaceuticals

Other Health Care

Manufacturing

Real Estate

Commercial

Construction

REITS & Finance

Residential

Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range

Aggregate Net Asset Value Range

No Revenues

No Aggregate Net Asset Value

$1 - $1,000,000

$1 - $5,000,000

$1,000,001 - $5,000,000

$5,000,001 - $25,000,000

$25,000,001 - $50,000,000

$25,000,001 - $100,000,000

$50,000,001 - $100,000,000

Over $100,000,000

Decline to Disclose

Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii)
or (iii))

Rule 506(b)

Rule 504 (b)(1)(i)

Rule 506(c)

Rule 504 (b)(1)(ii)

Securities Act Section 4(a)(5)

Rule 504 (b)(1)(iii)

Investment Company Act Section 3(c)

Section 3(c)(1)

Section 3(c)(9)

Section 3(c)(2)

Section 3(c)(10)

Section 3(c)(3)

Section 3(c)(11)

Section 3(c)(4)

Section 3(c)(12)

Section 3(c)(5)

Section 3(c)(13)

Section 3(c)(6)

Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

New Notice

Date of First Sale

2011-09-01

First Sale Yet to Occur

Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?

Yes

9. Type(s) of Securities Offered (select all that apply)

Pooled Investment Fund Interests

Equity

Tenant-in-Common Securities

Debt

Mineral Property Securities

Option, Warrant or Other Right to Acquire Another Security

Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security

Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?

Yes

Clarification of Response (if Necessary)

11. Minimum Investment

Minimum investment accepted from any outside investor

1000000

USD

12. Sales Compensation

Recipient

Recipient CRD Number

None

AVM, L.P.

16710

(Associated) Broker or Dealer

None

(Associated) Broker or Dealer CRD Number

None

Street Address 1

Street Address 2

777 Yamato Road

Suite 300

City

State/Province/Country

ZIP/Postal Code

Boca Raton

FLORIDA

33431

State(s) of Solicitation

All States

Foreign/Non-US

MASSACHUSETTS

FLORIDA

OHIO

GEORGIA

ALABAMA

NEW YORK

NEW JERSEY

NEW MEXICO

Recipient

Recipient CRD Number

None

Norfolk Markets, LLC

103797

(Associated) Broker or Dealer

None

(Associated) Broker or Dealer CRD Number

None

Street Address 1

Street Address 2

1140 Sixth Avenue

Ninth Floor

City

State/Province/Country

ZIP/Postal Code

New York

NEW YORK

10036

State(s) of Solicitation

All States

Foreign/Non-US

Recipient

Recipient CRD Number

None

Anchor Asset Management

128344

(Associated) Broker or Dealer

None

(Associated) Broker or Dealer CRD Number

None

Street Address 1

Street Address 2

One East End Avenue

Suite 10A

City

State/Province/Country

ZIP/Postal Code

New York

NEW YORK

10075

State(s) of Solicitation

All States

Foreign/Non-US

Recipient

Recipient CRD Number

None

Frontier Solutions, LLC

136102

(Associated) Broker or Dealer

None

(Associated) Broker or Dealer CRD Number

None

Street Address 1

Street Address 2

3307 Church Road

Suite 220

City

State/Province/Country

ZIP/Postal Code

Richmond

VIRGINIA

23233

State(s) of Solicitation

All States

Foreign/Non-US

DELAWARE

TEXAS

MASSACHUSETTS

MARYLAND

IOWA

MAINE

IDAHO

MICHIGAN

UTAH

MINNESOTA

MISSOURI

ILLINOIS

INDIANA

MISSISSIPPI

MONTANA

ALASKA

ALABAMA

VIRGINIA

ARKANSAS

NORTH CAROLINA

NEBRASKA

RHODE ISLAND

ARIZONA

NEW HAMPSHIRE

NEW JERSEY

VERMONT

NEW MEXICO

FLORIDA

NEVADA

WASHINGTON

NEW YORK

SOUTH CAROLINA

SOUTH DAKOTA

WISCONSIN

OHIO

GEORGIA

OKLAHOMA

CALIFORNIA

WEST VIRGINIA

WYOMING

OREGON

KANSAS

COLORADO

KENTUCKY

CONNECTICUT

PENNSYLVANIA

LOUISIANA

TENNESSEE

DISTRICT OF COLUMBIA

Recipient

Recipient CRD Number

None

James River Securities Corp.

38477

(Associated) Broker or Dealer

None

(Associated) Broker or Dealer CRD Number

None

Street Address 1

Street Address 2

58 Broad Street Road

City

State/Province/Country

ZIP/Postal Code

Manakin-Sabot

VIRGINIA

23103

State(s) of Solicitation

All States

Foreign/Non-US

Recipient

Recipient CRD Number

None

Tangent Capital Partners, LLC

146999

(Associated) Broker or Dealer

None

(Associated) Broker or Dealer CRD Number

None

Street Address 1

Street Address 2

14 Wyndham Road

City

State/Province/Country

ZIP/Postal Code

Short Hills

NEW JERSEY

07078

State(s) of Solicitation

All States

Foreign/Non-US

DELAWARE

TEXAS

FLORIDA

NEVADA

NEW YORK

MASSACHUSETTS

MARYLAND

MAINE

OHIO

GEORGIA

MICHIGAN

CALIFORNIA

UTAH

MINNESOTA

MISSOURI

ILLINOIS

MISSISSIPPI

MONTANA

ALABAMA

VIRGINIA

COLORADO

KENTUCKY

CONNECTICUT

PENNSYLVANIA

LOUISIANA

NORTH CAROLINA

RHODE ISLAND

NEW HAMPSHIRE

TENNESSEE

NEW JERSEY

DISTRICT OF COLUMBIA

NEW MEXICO

13. Offering and Sales Amounts

Total Offering Amount

USD

Indefinite

Total Amount Sold

740525478

USD

Total Remaining to be Sold

USD

Indefinite

Clarification of Response (if Necessary)

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

15. Sales Commissions & Finders’ Fees Expenses

Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions

2491893

USD

Estimate

Finders' Fees

USD

Estimate

Clarification of Response (if Necessary)

Norfolk Markets, LLC, Frontier Solutions, LLC, James River Securities Corp., and Anchor Asset Management no longer act as selling agents and are no longer paid commissions.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

USD

Estimate

Clarification of Response (if Necessary)

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each Issuer named above is:

Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.

Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer

Signature

Name of Signer

Title

Date

III Credit Opportunities Fund Ltd.

Laura P. McGrath

Director

2026-04-14