The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001984211
   Corporation
X Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Dextra Co-investment VII LP
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2023
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Dextra Co-investment VII LP
Street Address 1 Street Address 2
320 PARK AVENUE 33RD FLOOR
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
NEW YORK NEW YORK 10022 (212) 300-9820

3. Related Persons

Last Name First Name Middle Name
Iorio Scott J.
Street Address 1 Street Address 2
320 Park Avenue 33rd Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10022
Relationship:    Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Founding Partner of the general partner of the Issuer's general partner.
Last Name First Name Middle Name
Barker, V James M.
Street Address 1 Street Address 2
320 Park Avenue 33rd Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10022
Relationship:    Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Founding Partner of the general partner of the Issuer's general partner.
Last Name First Name Middle Name
Haubenstricker Thomas M.
Street Address 1 Street Address 2
320 Park Avenue 33rd Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10022
Relationship:    Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Founding Partner of the general partner of the Issuer's general partner.
Last Name First Name Middle Name
Kho Michael C.
Street Address 1 Street Address 2
320 Park Avenue 33rd Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10022
Relationship:    Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Founding Partner of the general partner of the Issuer's general partner.
Last Name First Name Middle Name
Mishra Binayak R.
Street Address 1 Street Address 2
320 Park Avenue 33rd Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10022
Relationship:    Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Founding Partner of the general partner of the Issuer's general partner.
Last Name First Name Middle Name
Palkar A. Vijay
Street Address 1 Street Address 2
320 Park Avenue 33rd Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10022
Relationship:    Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Founding Partner of the general partner of the Issuer's general partner.

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
X Pooled Investment Fund
   Hedge Fund
X Private Equity Fund
   Venture Capital Fund
   Other Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes X No
   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 OR 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
   $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    Over $100,000,000
X Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

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

   Rule 504(b)(1) (not (i), (ii) or (iii))
   Rule 504 (b)(1)(i)
   Rule 504 (b)(1)(ii)
   Rule 504 (b)(1)(iii)
X Rule 506(b)
   Rule 506(c)
   Securities Act Section 4(a)(5)
X 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)
X Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 2023-07-06    First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
X Yes    No

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

   Equity X Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   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 X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
Invicta Capital LLC 288101
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2790 Mosside Boulevard Suite 530
City State/Province/Country ZIP/Postal Code
Monroeville PENNSYLVANIA 15146
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
DELAWARE
TEXAS
FLORIDA
WASHINGTON
NEW YORK
SOUTH CAROLINA
MASSACHUSETTS
IOWA
OHIO
GEORGIA
IDAHO
MICHIGAN
CALIFORNIA
UTAH
WEST VIRGINIA
MINNESOTA
ILLINOIS
INDIANA
KANSAS
VIRGINIA
COLORADO
KENTUCKY
ARKANSAS
CONNECTICUT
PENNSYLVANIA
LOUISIANA
NORTH CAROLINA
NEBRASKA
ARIZONA
NEW JERSEY
DISTRICT OF COLUMBIA
Recipient
Recipient CRD Number    None
Equus Financial Consulting LLC 131449
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
78 Pine Street Suite 101
City State/Province/Country ZIP/Postal Code
New Canaan CONNECTICUT 06840
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
DELAWARE
TEXAS
FLORIDA
NEVADA
WASHINGTON
NEW YORK
SOUTH CAROLINA
SOUTH DAKOTA
WISCONSIN
MASSACHUSETTS
MARYLAND
IOWA
MAINE
OHIO
GEORGIA
IDAHO
MICHIGAN
OKLAHOMA
CALIFORNIA
UTAH
WEST VIRGINIA
MINNESOTA
MISSOURI
ILLINOIS
OREGON
INDIANA
MISSISSIPPI
MONTANA
KANSAS
ALASKA
ALABAMA
VIRGINIA
COLORADO
KENTUCKY
ARKANSAS
CONNECTICUT
PENNSYLVANIA
LOUISIANA
NORTH CAROLINA
NORTH DAKOTA
NEBRASKA
RHODE ISLAND
ARIZONA
NEW HAMPSHIRE
TENNESSEE
NEW JERSEY
NEW MEXICO
Recipient
Recipient CRD Number    None
CC Securities, LLC 153523
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
3 Landmark Square 5th Floor
City State/Province/Country ZIP/Postal Code
Stamford CONNECTICUT 06901
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
FLORIDA
NEVADA
NEW YORK
SOUTH CAROLINA
WISCONSIN
MASSACHUSETTS
MAINE
OHIO
GEORGIA
CALIFORNIA
UTAH
ILLINOIS
OREGON
ALABAMA
VIRGINIA
COLORADO
KENTUCKY
ARKANSAS
CONNECTICUT
PENNSYLVANIA
LOUISIANA
NORTH CAROLINA
ARIZONA
NEW HAMPSHIRE
TENNESSEE
NEW JERSEY
DISTRICT OF COLUMBIA
Recipient
Recipient CRD Number    None
Calamar Financial Group, LLC 283992
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
3949 Forest Parkway Suite 300
City State/Province/Country ZIP/Postal Code
Wheatfield NEW YORK 14120
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ILLINOIS
TEXAS
FLORIDA
NEVADA
NEW YORK
COLORADO
KENTUCKY
SOUTH CAROLINA
ARKANSAS
PENNSYLVANIA
NORTH CAROLINA
MARYLAND
NEBRASKA
ARIZONA
MICHIGAN
NEW JERSEY
CALIFORNIA
Recipient
Recipient CRD Number    None
Butler Capital Partners 114242
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
151 Post Road Titus House
City State/Province/Country ZIP/Postal Code
Old Westbury NEW YORK 11568
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
MINNESOTA
ILLINOIS
OREGON
TEXAS
FLORIDA
WASHINGTON
NEW YORK
VIRGINIA
SOUTH CAROLINA
CONNECTICUT
PENNSYLVANIA
WISCONSIN
MASSACHUSETTS
RHODE ISLAND
IOWA
OHIO
MICHIGAN
NEW JERSEY
OKLAHOMA
CALIFORNIA
DISTRICT OF COLUMBIA
UTAH
Recipient
Recipient CRD Number    None
Old City Securities LLC 171910
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
589 Fifth Avenue PH
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10017
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
DELAWARE
HAWAII
PUERTO RICO
TEXAS
MASSACHUSETTS
MARYLAND
IOWA
MAINE
IDAHO
MICHIGAN
UTAH
MINNESOTA
MISSOURI
ILLINOIS
INDIANA
MISSISSIPPI
MONTANA
ALASKA
ALABAMA
VIRGINIA
ARKANSAS
NORTH CAROLINA
NORTH DAKOTA
NEBRASKA
RHODE ISLAND
ARIZONA
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

13. Offering and Sales Amounts

Total Offering Amount USD
or X Indefinite
Total Amount Sold $295,775,000 USD
Total Remaining to be Sold USD
or X Indefinite

Clarification of Response (if Necessary):

The total amount sold by the issuer (including the issuer's general partner commitment) and affiliated funds in the offering, is $742,615,000 as of the date of this filing.

14. Investors

  
 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the 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:
48

15. Sales Commissions & Finder's 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 $3,400,000 USD
X Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

Estimated sales commissions described herein reflect the aggregate amounts payable with respect to the issuer and the affiliated funds in the offering.

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.

$0 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, in the accordance with applicable law, 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 the issuer 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
Dextra Co-investment VII LP /s/ Binayak R. Mishra Binayak R. Mishra Founding Partner of the GP of the Issuer's GP 2025-06-24

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.