CURRENT REPORT Form 1 U

redoakii_1u.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-U

CURRENT REPORT

Pursuant to Regulation A

Date of Report (Date of earliest event reported): October 31, 2024

Red Oak Capital Fund Series, LLC

(Exact name of issuer as specified in its charter)

Delaware		93-3783959
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

5925 Carnegie Blvd, Suite 110

Charlotte, NC 28209

(Full Mailing Address of Principal Executive Offices)

Issuer's telephone number, including area code: (616) 343-0697

Title of each class of securities issued pursuant to Regulation A to which this Form applies:

8.5% Senior Secured Bonds

(issued by ROCF II Series, a series of Red Oak Capital Fund Series, LLC, as successor to Red Oak Capital Fund II, LLC)

Item 9. Other Events

Reference is made to the Current Report on Form 1-U (the "April 2024 Form 1-U") filed with the SEC on April 29, 2024 reporting under Item 1 thereof an offer by ROCF II Series ("ROCF II Series"), a series of Red Oak Capital Fund Series, LLC (the "Company") to exchange (the "Exchange Offer") $1,000 in principal amount at maturity of its 9.5% Senior Secured Bonds (Series C Bonds) due 2028 (the "New Bonds") for each $1,000 in principal amount at maturity of our currently outstanding 8.5% Senior Secured Bonds (Series B Bonds) due 2024 (the "Old Bonds"). The Exchange Offer was set to expire at 5:00 p.m., New York City Time, on June 28, 2024 (the "Orginal Expiration Time"), unless the Company extends it. The information in the April 2024 Form 1-U is incorporated by reference.

As previously disclosed on Form 1-Us filed with the Securities and Exchange Commission on July 1, 2024, July 30, 2024 and September 25, 2024, the Company issued press releases on June 27, 2024, July 29, 2024 and September 24, 2024, respectively, announcing the extensions of the expiration time from the Orginal Expiration Time to 5:00 p.m., New York City Time, on October 31, 2024 (the "Current Expiration Time").

On October 31, 2024, the Company announced that the expiration date of the Exchange Offer was being further extended from the Current Expiration Time to 5:00 p.m., New York City Time, on November 30, 2024 (the "New Expiration"). The New Bonds now would be expected to be issued on December 2, 2024. A copy of the press announcing the New Extension is filed as Exhibit 99.1 to this Form 1-U.

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
99.1		Press Release dated October 31, 2024*

* Filed herewith

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SIGNATURE

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	RED OAK CAPITAL FUND SERIES, LLC By: Red Oak Capital GP, LLC, its manager
Date: October 31, 2024	By:	/s/ Robert R. Kaplan
	Title:	Authorized Signatory

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