CERES ORION L.P. 8-K

What Happened
CERES ORION L.P. filed an 8‑K on February 3, 2026 reporting the issuance of limited partnership interests in an unregistered transaction. The filing states .4500 units of limited partnership interest (“LP Units”) were issued in exchange for $2,750,000. The issuance was made in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.

Key Details

• Amount raised: $2,750,000.
• Units issued: .4500 LP Units (as reported in the filing).
• Registration exemption: Section 4(a)(2) and Section 506 of Regulation D.
• Filing/signed: Form 8‑K filed and signed by Patrick T. Egan (President & Director) on Feb 3, 2026; Ceres Managed Futures LLC is the general partner.

Why It Matters
This was a private placement (unregistered offering) that provided $2.75M of capital to the partnership. Because the units were issued under private‑offering exemptions, investors receive less public disclosure than with a registered offering; the filing does not state how the proceeds will be used or whether this changes existing ownership percentages. Retail investors should watch for future filings that disclose use of proceeds, issuance terms, or any material changes in partnership interests.