TOP MARK CAPITAL PARTNERS SEC REVIEW 2026
INDEPENDENT VERDICT
Top Mark Capital Partners LP is a small, long-running hedge fund whose SEC record is more interesting for its filing chronology than for its current size. The Delaware limited partnership, CIK 0001554856, filed its latest Form D/A on September 18, 2026 and reports an indefinite Rule 506(c) offering, Section 3(c)(1) exclusion, $5,265,974 cumulatively sold, 15 investors and a $250,000 minimum investment. The fund is classified as a pooled investment fund and hedge fund, with Michael Joseph Nicoletti identified as Managing Member of the General Partner. The same legal issuer dates back to 2012, but its Form D history is not one simple uninterrupted fundraising line. The original 2012 notice showed a $500,000 offering and no sales; a 2020 filing launched a $5 million offering with $600,000 sold and a new October 1, 2020 first-sale date; a 2021 amendment increased that to $950,000; then a January 2024 new Form D showed an indefinite offering, $0 sold, two investors and a January 2, 2024 first-sale date. Yet the 2025 and 2026 amendments reverted to an October 2, 2012 first-sale date and reported $4.427 million and $5.266 million sold respectively. That makes this fund's central research story a regulatory-history reset and reconciliation issue, not simply a $5.3 million hedge fund.
The management chain is much simpler than the filing chronology. Michael J. Nicoletti appears consistently across the SEC record from the original 2012 filing through the current 2026 amendment. Historical forms describe him as Manager of the General Partner, Top Mark Capital Management LLC, while the current form uses the title Managing Member of the General Partner. The fund initially operated from Rochester, New York at 620 Park Avenue, Suite 147 and later shifted to San Diego, where recent filings use 416 13th Street, Suite 200. California business records separately identify Top Mark Capital Management LLC as General Partner of Top Mark Capital Partners LP, supporting the same GP relationship shown in SEC filings. That continuity matters because the offering chronology changes repeatedly while the legal issuer, CIK and controlling person remain stable. In other words, the public evidence supports one long-lived fund entity whose exempt-offering notices appear to have been restarted or restructured more than once.
The 2024 filing is particularly important because it cannot be read mechanically as though the fund itself was newly formed that year. It was filed as a "New Notice," reported first sale on January 2, 2024, an indefinite offering, $0 sold and two investors, despite the same CIK having prior Form D activity dating to 2012 and a 2020-2021 offering that had already reached $950,000 sold. Then the September 2025 D/A reported $4,426,778 sold to 10 investors and restored the first-sale date to October 2, 2012; the September 2026 D/A increased cumulative sales by $839,196 to $5,265,974 and the investor count to 15, while retaining that 2012 first-sale date. This suggests the 2024 filing may have represented a new offering cycle or a filing reset within the same issuer rather than a new legal fund. The current SEC record does not explain the reason, so it would be inappropriate to add the $950,000 from 2021 to the $5.266 million current figure or to claim that the 2024 filing erased the prior fund history.
The fund's actual investment strategy is much less transparent publicly. The latest Form D says only that Top Mark Capital Partners is a hedge fund; it does not disclose whether the portfolio is long/short equity, macro, options, event-driven, credit, quantitative or multi-strategy. Nor does the current public record reviewed disclose gross exposure, net exposure, leverage, concentration, liquidity, administrator, auditor, prime broker or current NAV. This is an important difference from managers with detailed institutional websites or public strategy documents: here the regulatory identity is clear, but the investment process is not. The correct approach is therefore to separate what can be verified—fund identity, GP, exemption, investor count, minimum investment and cumulative sales—from what remains unknown. The name Top Mark Capital should not be linked to unrelated similarly named firms or strategies without exact legal or address evidence.
The current capital numbers also need careful interpretation. The 2025 amendment reported $4.4268 million sold to 10 investors; the 2026 amendment reports $5.2660 million sold to 15 investors, an increase of approximately $839,196 and five investors over one year. The current filing declines to disclose aggregate NAV, so $5.266 million is not necessarily the amount of assets presently managed by the fund. Redemptions, investment gains and losses are not captured by cumulative Form D sales. Likewise, the $250,000 stated minimum is the current minimum investment accepted from an outside investor, not proof that every historical investor subscribed at least that amount. The fund's small size, long history and opaque strategy make current audited financials, investor letters and offering documents materially more useful than the fundraising headline alone.
SEC SNAPSHOT
SEC FILE NUMBER: 021-502570 LATEST FORM D/A: September 18, 2026 YEAR OF FORMATION: 2012 FUND CLASSIFICATION: Hedge Fund SECURITY TYPE: Pooled Investment Fund Interests FEDERAL EXEMPTION: Rule 506(c) LATEST FIRST SALE DATE: October 2, 2012 OFFERING DURATION: More than one year LATEST CUMULATIVE AMOUNT SOLD: $5,265,974 LATEST REPORTED INVESTORS: 15 SALES COMMISSIONS: $0 FINDERS' FEES: $0 RELATED-PERSON USE OF PROCEEDS: $0 CURRENT NAV: Declined to disclose FORM D SIGNER: Michael J. Nicoletti SIGNER TITLE: Managing Member of the General Partner
MANAGEMENT STRUCTURE
MANAGING MEMBER / CONTROL PERSON: Michael Joseph Nicoletti SEC ROLE: Executive Officer 2012 FORM D TITLE: Manager of General Partner 2020-2025 FORM D TITLE: Manager of General Partner 2026 FORM D TITLE: Managing Member of General Partner MANAGEMENT CONTINUITY: STRONG CURRENT MANAGER WEBSITE: Not clearly established in public sources reviewed CURRENT INVESTMENT ADVISER REGISTRATION: Not established from the current public materials reviewed IMPORTANT: GP identity is clear even though broader adviser disclosure is limited
2012 ORIGINAL FILING
FORM D DATE: August 2, 2012 YEAR FORMED: 2012 TOTAL SOLD: $0 TOTAL REMAINING: $500,000 MANAGER: Michael J. Nicoletti IMPORTANT: Original 2012 filing checked registered investment company "Yes," while later filings consistently show "No" IMPORTANT: That historical checkbox difference should not be treated as proof of current investment-company registration
2020 OFFERING RESET
FORM D DATE: November 18, 2020 TOTAL SOLD: $600,000 TOTAL REMAINING: $4,400,000 RULE: 506(c) SECTION 3(c)(1): Claimed SIGNIFICANCE: Same CIK launched a new disclosed offering cycle
2021 AMENDMENT
FORM D/A DATE: July 12, 2021 FIRST SALE SHOWN: October 1, 2020 TOTAL SOLD: $950,000 TOTAL REMAINING: $4,050,000 INCREASE FROM 2020: $350,000 IMPORTANT: Investor count remained 2 while cumulative sales increased
2024 NEW NOTICE
FORM D DATE: January 16, 2024 TOTAL SOLD: $0 RULE: 506(c) SECTION 3(c)(1): Claimed SIGNIFICANCE: Same legal issuer filed another new notice rather than an amendment IMPORTANT: This does not mean the 2012 legal fund ceased to exist
2025 AMENDMENT
FORM D/A DATE: September 18, 2025 FIRST SALE SHOWN: October 2, 2012 TOTAL SOLD: $4,426,778 INVESTORS: 10 MINIMUM INVESTMENT: $250,000 RULE: 506(c) SECTION 3(c)(1): Claimed SIGNIFICANCE: Filing chronology reverted to 2012 first-sale date
2026 AMENDMENT
FORM D/A DATE: September 18, 2026 FIRST SALE SHOWN: October 2, 2012 TOTAL OFFERING: Indefinite TOTAL SOLD: $5,265,974 INVESTORS: 15 MINIMUM INVESTMENT: $250,000 RULE: 506(c) SECTION 3(c)(1): Claimed INCREASE FROM 2025: $839,196 INCREASE IN INVESTORS: 5
FORM D CHRONOLOGY ANOMALY
2012: New notice with no first sale 2020: New notice with first sale October 1, 2020 2021: Amendment retaining 2020 first-sale date 2024: New notice with first sale January 2, 2024 2025: Amendment showing first sale October 2, 2012 2026: Amendment continuing October 2, 2012 LEGAL ISSUER CIK: Unchanged throughout MICHAEL NICOLETTI CONTROL ROLE: Continuous GENERAL PARTNER: Continuous INTERPRETATION: Multiple offering cycles / filing resets within the same legal issuer are more likely than multiple unrelated funds EXACT REASON FOR RESETS: NOT DISCLOSED IMPORTANT: Do not add amounts from separate filing cycles together without fund documents
CAPITAL HISTORY
2012 SOLD: $0 2020 SOLD: $600,000 2021 SOLD: $950,000 2024 SOLD: $0 under new notice 2025 SOLD: $4,426,778 2026 SOLD: $5,265,974 2025 TO 2026 CHANGE: +$839,196 CURRENT INVESTORS: 15 IMPORTANT: Historical sold amounts may correspond to different offering cycles IMPORTANT: Current $5.266M should be treated as the operative cumulative figure in the latest Form D/A
MINIMUM INVESTMENT HISTORY
2012 MINIMUM: $50,000 2020 MINIMUM: $25,000 2021 MINIMUM: $25,000 2024 MINIMUM: $250,000 2025 MINIMUM: $250,000 2026 MINIMUM: $250,000 INTERPRETATION: Subscription terms changed materially over time CURRENT PRACTICAL MINIMUM: $250,000 according to latest Form D IMPORTANT: Historical investors may have entered under materially different terms
ADDRESS HISTORY
2012 ADDRESS: 620 Park Ave, Suite 147, Rochester, NY 14607 2020 ADDRESS: 416 13th Street, San Diego, CA 92101 2021 ADDRESS: 416 13th Street, Suite 200, San Diego, CA 92101 2024 ADDRESS: 416 13th St, Suite 200, San Diego, CA 92101 2025 ADDRESS: 416 13th St, Suite 200, San Diego, CA 92101 2026 ADDRESS: 416 13th St, Suite 200, San Diego, CA 92101 EDGAR MAILING / BUSINESS METADATA ALSO SHOWS: 854 Bangor St, San Diego, CA 92106 CALIFORNIA BUSINESS RECORDS: Michael Nicoletti associated with 854 Bangor St INTERPRETATION: Rochester-to-San Diego relocation is strongly supported
CALIFORNIA CORPORATE EVIDENCE
ENTITY: Top Mark Capital Partners LP CALIFORNIA REGISTRATION: Active CALIFORNIA REGISTRATION DATE: December 21, 2020 PRINCIPAL ADDRESS: 416 13th St, Suite 200, San Diego, CA 92101 GENERAL PARTNER: Top Mark Capital Management LLC REGISTERED AGENT: Michael Nicoletti REGISTERED AGENT ADDRESS: 854 Bangor St, San Diego, CA 92106 SIGNIFICANCE: Independently corroborates current GP and San Diego operating structure
STRATEGY DISCLOSURE
SEC CLASSIFICATION: Hedge Fund CURRENT DETAILED STRATEGY: NOT PUBLICLY DISCLOSED LONG / SHORT EQUITY: NOT CONFIRMED GLOBAL MACRO: NOT CONFIRMED OPTIONS: NOT CONFIRMED EVENT DRIVEN: NOT CONFIRMED CREDIT: NOT CONFIRMED QUANTITATIVE: NOT CONFIRMED MULTI-STRATEGY: NOT CONFIRMED CURRENT PORTFOLIO: NOT PUBLICLY DISCLOSED CURRENT GROSS EXPOSURE: NOT PUBLICLY DISCLOSED CURRENT NET EXPOSURE: NOT PUBLICLY DISCLOSED CURRENT LEVERAGE: NOT PUBLICLY DISCLOSED CURRENT LIQUIDITY PROFILE: NOT PUBLICLY DISCLOSED IMPORTANT: Do not invent investment strategy from hedge-fund classification alone
WEBSITE / ENTITY PENETRATION
Top Mark Capital Partners LP — SEC CONFIRMED CIK 0001554856 — CONFIRMED Delaware limited partnership — CONFIRMED 2012 formation — CONFIRMED September 18, 2026 D/A — CONFIRMED $5.265974M cumulative sold — CONFIRMED 15 investors — CONFIRMED $250K minimum — CONFIRMED Rule 506(c) — CONFIRMED Section 3(c)(1) — CONFIRMED Hedge Fund classification — CONFIRMED Michael Joseph Nicoletti — CONFIRMED Top Mark Capital Management LLC GP — CONFIRMED Rochester historical address — CONFIRMED San Diego current operating address — CONFIRMED California active registration — CORROBORATED 2020 offering reset — CONFIRMED 2024 new-notice reset — CONFIRMED 2025 first-sale-date reversion to 2012 — CONFIRMED Current portfolio — NOT PUBLICLY DISCLOSED Current strategy detail — NOT PUBLICLY DISCLOSED Current NAV — NOT PUBLICLY DISCLOSED Current adviser AUM — NOT PUBLICLY ESTABLISHED Current management fee — REQUIRES PPM Current incentive fee — REQUIRES PPM Current redemption terms — REQUIRES PPM Current auditor — NOT PUBLICLY DISCLOSED Current administrator — NOT PUBLICLY DISCLOSED Current prime broker — NOT PUBLICLY DISCLOSED
CURRENT CAPITAL INTERPRETATION
$5.265974M: Latest cumulative securities sold $5.265974M IS NOT: Current NAV $5.265974M IS NOT: Current gross exposure $5.265974M IS NOT: Current regulatory AUM $5.265974M IS NOT: Total historical subscriptions across every offering cycle added together REDEMPTIONS: Not disclosed INVESTMENT GAINS: Not disclosed INVESTMENT LOSSES: Not disclosed CURRENT FUND EQUITY: Not disclosed CURRENT AUDITED NAV: Requires financial statements
2025 TO 2026 GROWTH
2025 SOLD: $4,426,778 2026 SOLD: $5,265,974 INCREASE: $839,196 2025 INVESTORS: 10 2026 INVESTORS: 15 INCREASE IN INVESTOR COUNT: 5 AVERAGE INCREMENT PER NEW INVESTOR IF ATTRIBUTED ONLY TO NEW INVESTORS: Approximately $167,839 IMPORTANT: This arithmetic does not prove actual subscription amounts because existing investors may have added capital
REGULATORY DISCLOSURE LIMITATIONS
FORM D VERIFIES: Exempt-offering notice FORM D VERIFIES: Issuer identity FORM D VERIFIES: GP / related-person identity FORM D VERIFIES: Exemption selected FORM D VERIFIES: Cumulative sales amount FORM D DOES NOT VERIFY: Portfolio holdings FORM D DOES NOT VERIFY: Performance FORM D DOES NOT VERIFY: Current NAV FORM D DOES NOT VERIFY: Leverage FORM D DOES NOT VERIFY: Strategy FORM D DOES NOT VERIFY: Fees beyond disclosed sales compensation FORM D DOES NOT VERIFY: Auditor or administrator
CORE INVESTOR QUESTIONS
Why did Top Mark file a new Form D in 2020 using an October 1, 2020 first-sale date Why did it file another new Form D in January 2024 Why did the 2025 and 2026 amendments revert to an October 2, 2012 first-sale date Do these filings represent distinct offering classes or one continuously amended partnership interest Were 2020 offering interests exchanged, redeemed or rolled into the 2024 structure What does the current $5.266M cumulative figure include Does it include subscriptions from the 2012 period Does it include the 2020-2021 capital How much current NAV remains in the fund How much capital has been redeemed What is current gross exposure What is current net exposure What is current leverage What is the investment strategy What asset classes are traded What securities are permitted Does the fund short securities Does it use options Does it use futures Does it use swaps Does it trade crypto assets How many positions are typically held What is the largest position limit What is the largest sector exposure What is annualized net return since inception What is return since the 2024 filing reset What is maximum drawdown What is annualized volatility What was performance during 2020 What was performance during 2022 What was performance in 2025 and 2026 What management fee applies What incentive fee applies Does a high-water mark apply What redemption frequency applies What notice period applies Are lockups used Are gates permitted Can withdrawals be suspended Who is the auditor Who is the administrator Who is the prime broker Who holds custody of fund assets Is Top Mark Capital Management registered as an investment adviser If not, what exemption or regulatory basis applies Does the fund rely on private fund adviser exemptions Does Michael Nicoletti manage outside accounts How are personal and fund trades allocated What changed when the fund moved from Rochester to San Diego Are the current 15 investors all outside investors What explains the five-investor increase in 2026
CORE RISKS
Small fund scale; limited public transparency; unknown current investment strategy; unknown leverage; portfolio concentration risk; hedge-fund market risk; liquidity risk; key-person dependence on Michael Nicoletti; limited manager-level public disclosure; performance history not publicly available; fee structure not publicly available; redemption terms not publicly available; filing chronology inconsistency; multiple new-notice cycles under one CIK; historical first-sale dates changed across filings; current NAV undisclosed; $5.266M cumulative Form D sales do not equal current fund assets.
PRIMARY EVIDENCE REVIEWED
U.S. SECURITIES AND EXCHANGE COMMISSION Top Mark Capital Partners LP CIK 0001554856 Form D/A September 18, 2026
U.S. SECURITIES AND EXCHANGE COMMISSION Top Mark Capital Partners LP Form D/A September 18, 2025
U.S. SECURITIES AND EXCHANGE COMMISSION Top Mark Capital Partners LP New Form D January 16, 2024
U.S. SECURITIES AND EXCHANGE COMMISSION Top Mark Capital Partners LP Form D/A July 12, 2021
U.S. SECURITIES AND EXCHANGE COMMISSION Top Mark Capital Partners LP New Form D November 18, 2020
U.S. SECURITIES AND EXCHANGE COMMISSION Top Mark Capital Partners LP Original Form D August 2, 2012
CALIFORNIA BUSINESS RECORDS Top Mark Capital Partners LP Top Mark Capital Management LLC Michael Nicoletti Used to corroborate General Partner and San Diego entity relationship
ROCHESTER BUSINESS JOURNAL 2012 New York authority record Top Mark Capital Partners LP Michael Nicoletti Used to corroborate Rochester-era origin
IMPORTANT FORM D NOTICE
Form D is a notice of an exempt securities offering.
It does not mean that the SEC has approved Top Mark Capital Partners, Top Mark Capital Management, Michael Nicoletti, the fund's strategy or any investment return.
The September 18, 2026 amendment reports $5,265,974 cumulatively sold to 15 investors.
That figure should be treated as the latest disclosed securities-sales amount.
It is not current NAV.
And because the same issuer has filed multiple new offering notices with different first-sale dates, historical Form D amounts should not be mechanically added together.
INDEPENDENT ASSESSMENT
Top Mark Capital Partners has a stronger legal-continuity record than its limited public profile might suggest.
The same CIK dates back to 2012.
Michael Nicoletti remains the controlling person.
Top Mark Capital Management remains the General Partner.
And the fund can be traced from Rochester to its current San Diego operating structure.
The unusual part is the offering chronology.
A 2012 launch was followed by a separate 2020 new notice, a 2021 amendment, another new notice in 2024 and then 2025-2026 amendments that restored the original 2012 first-sale date.
That makes the regulatory history more complicated than simply reading the latest $5.266 million figure.
The strongest current evidence is the fund's identity, GP continuity and recent capital growth from $4.427 million to $5.266 million.
The weakest evidence is investment strategy and performance.
The public record does not currently tell investors what Top Mark owns, how much leverage it uses, how it has performed, what fees it charges or what its current NAV is.
For this fund, the decisive documents are therefore the current PPM, partnership agreement, audited financial statements, monthly or quarterly performance history and current portfolio exposure report.
The SEC verifies that the fund exists and continues raising capital.
It does not explain the investment thesis or resolve the unusual offering-reset history.