Form D · Other Investment Fund

Engine Capital Offshore Fund, Ltd.

New York, NY · CIK 0001584068

Offering snapshot reported Apr 21, 2026 · SEC filing

Reported sold
$301M
Indefinite offering
Investors reported
59
Form D · investor count
Minimum accepted
$100K
Reported outside-investor minimum
First sale
Aug 1, 2013
As reported in this filing

Fundraising history

Reported sold
Reported amount sold by Form D filing date$0$151M$301MAug 8, 2013: $10,999,970.00Aug 8, 2013Jun 30, 2014: $6,000,000.00Jun 29, 2015: $6,000,000.00Jun 30, 2016: $6,000,000.00Jun 28, 2017: $26,549,943.00Jun 28, 2018: $26,999,943.00Jul 16, 2019: $27,349,943.00Jul 16, 2020: $27,349,943.00Jul 27, 2021: $27,349,943.00Jun 30, 2022: $30,374,943.00May 17, 2023: $149,366,543.00May 13, 2024: $232,034,543.00May 5, 2025: $283,161,543.00Oct 15, 2025: $96,260,000.00Oct 15, 2025: $283,161,543.00Apr 21, 2026: $301,367,543.00Apr 21, 2026

Dates are filing dates, not cash receipt dates. Decreases are reported revisions, not evidence of withdrawals. Separate offering histories are not added together.

What changed?

Latest filing versus its linked predecessor, where available.

  • Reported sold$283,161,543 → $301,367,543
  • Reported investors47 → 59

Filing history

Scroll to see all columns →

FiledFiling typeReported soldChange vs linked filingInvestorsSource
Apr 21, 2026Amendment$301,367,543$18,206,000vs Oct 15, 202559SEC filing
Oct 15, 2025Amendment$283,161,543$186,901,543vs Oct 15, 202547SEC filing
Oct 15, 2025Amendment$96,260,000-$186,901,543vs May 5, 202515SEC filing
May 5, 2025Amendment$283,161,543$51,127,000vs May 13, 202447SEC filing
May 13, 2024Amendment$232,034,543$82,668,000vs May 17, 202336SEC filing
May 17, 2023Amendment$149,366,543$118,991,600vs Jun 30, 202221SEC filing
Jun 30, 2022Amendment$30,374,943$3,025,000vs Jul 27, 20217SEC filing
Jul 27, 2021Amendment$27,349,943$0vs Jul 16, 20207SEC filing
Jul 16, 2020Amendment$27,349,943$0vs Jul 16, 20197SEC filing
Jul 16, 2019Amendment$27,349,943$800,000vs Jun 28, 20171SEC filing
Jun 28, 2018Amendment$26,999,943$20,999,943vs Jun 30, 20162SEC filing
Jun 28, 2017Amendment$26,549,943$20,549,943vs Jun 30, 20161SEC filing
Jun 30, 2016Amendment$6,000,000$0vs Jun 29, 20151SEC filing
Jun 29, 2015Amendment$6,000,000$0vs Jun 30, 20141SEC filing
Jun 30, 2014Amendment$6,000,000-$4,999,970vs Aug 8, 20131SEC filing
Aug 8, 2013Initial$10,999,970No comparison2SEC filing

Offering details

Securities
Pooled investment fund
Exemptions
06b, 3C, 3C.7
Duration over one year
Yes
Business combination
No
Sales commissions
$0
Finders' fees
$0
Form D file number
021-201034

Source: Form D, filed Apr 21, 2026. Minimum accepted may differ from a standard advertised minimum.

Fund connections

The linked fund shows its most recently reported ADV details.

Matched by reported Form D file number

ENGINE CAPITAL OFFSHORE FUND, LTD.

Investment adviser: ENGINE CAPITAL MANAGEMENT, LP

Gross asset value
$297M
Beneficial owners
31
ADV minimum commitment
$1M

Reported in Form ADV on Sep 8, 2025. Fund assets and beneficial owners measure different things from Form D sales and investors.

Service providers

Fund administrator MUFG ALTERNATIVE FUND SERVICES (CAYMAN) LIMITED GRAND CAYMAN, Cayman Islands Investor statements: Yes (provided to all investors) Related to adviser: No
Auditor KPMG, LLP NEW YORK, New York, United States
Custodian BTIG, LLC NEW YORK, New York, United States Related to adviser: No
Custodian MORGAN STANLEY & CO. LLC NEW YORK, New York, United States Related to adviser: No
Custodian MUFG ALTERNATIVE FUND SERVICES (CAYMAN) LIMITED GRAND CAYMAN, Cayman Islands Related to adviser: No
Prime broker BTIG, LLC NEW YORK, New York, United States
Prime broker MORGAN STANLEY & CO. LLC NEW YORK, New York, United States
Provider details
Annual audit
Yes
Prime brokers
Yes
Custodians
Yes
Administrator other than the adviser
Yes
External marketing
No

KPMG, LLP
PCAOB 185

BTIG, LLC
SEC 8-65473

MORGAN STANLEY & CO. LLC
SEC 8-15869

BTIG, LLC
CRD 122225 · SEC 8-65473

MORGAN STANLEY & CO. LLC
CRD 8209 · SEC 8-15869

Filing source

Form ADV 2014331 · Sep 8, 2025 · Schedule D 7.B.(1), fund 805-2523199514

Official IAPD profile (latest public filing). Values are the most recently reported in our imported data; the public profile may show a newer filing.

People & organizations

Current and past Form D appearances. These existing records do not establish a person's current role or uniquely identify them across issuers.

People and organizations reported in Form D filings
NameReported role
Arnaud Ajdler Executive, Promoter
N/A Engine Capital Management, Llc Promoter
N/A Engine Capital Management, Lp Promoter

Issuer details

Industry: Pooled Investment Fund (See others in industry)

Address:
1345 Avenue Of The Americas 2 Nd Floor
New York, NY, 10105