Form D · Hedge Fund

Flow State Offshore Fund, Ltd.

Grand Cayman, E9 · CIK 0001909361

Offering snapshot reported Mar 15, 2024 · SEC filing

Reported sold
$8.3M
Indefinite offering
Investors reported
4
Form D · investor count
Minimum accepted
$100K
Reported outside-investor minimum
First sale
Mar 1, 2022
As reported in this filing

Fundraising history

Reported sold
Reported amount sold by Form D filing date$0$4.15M$8.3MMar 15, 2022: $8,004,000.00Mar 15, 2022Mar 15, 2023: $8,304,000.00Mar 15, 2023Mar 15, 2024: $8,304,000.00Mar 15, 2024

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.

No comparable changes in the displayed metrics.

Filing history

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FiledFiling typeReported soldChange vs linked filingInvestorsSource
Mar 15, 2024Amendment$8,304,000$0vs Mar 15, 20234SEC filing
Mar 15, 2023Amendment$8,304,000$300,000vs Mar 15, 20224SEC filing
Mar 15, 2022Initial$8,004,000No comparison3SEC filing

Offering details

Securities
Equity, Pooled investment fund
Exemptions
06b, 3C, 3C.7
Duration over one year
Yes
Business combination
No
Sales commissions
$0 (estimated)
Finders' fees
$0 (estimated)
Form D file number
021-437252
Recipients listed in Item 12 are paid an amount equal to a percentage of the management fee paid to the IM (or its affiliates) attributable to certain assets under management.

Sales compensation recipients

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RecipientCRDAssociated broker-dealer
Robert Shaughnessy Schwab5480333Shelter Rock Capital Group LLC · CRD 156753
Steven Robert Nelson5081074Shelter Rock Capital Group LLC · CRD 156753
Eric James Perry4873073Shelter Rock Capital Group LLC · CRD 156753

Source: Form D, filed Mar 15, 2024. 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

FLOW STATE OFFSHORE FUND, LTD.

Investment adviser: FLOW STATE INVESTMENTS, LP

Gross asset value
Not reported
Beneficial owners
Not reported
ADV minimum commitment
Not reported

Reported in Form ADV on Jul 12, 2024. Fund assets and beneficial owners measure different things from Form D sales and investors.

Service providers

No provider names available in this fund's imported disclosure.

Provider details
Annual audit
Not reported
Prime brokers
Not reported
Custodians
Not reported
Administrator other than the adviser
Not reported
External marketing
Not reported
Filing source

Form ADV 1888323 · Jul 12, 2024 · Schedule D 7.B.(1), fund 805-6090105903

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
Wendy Beer Director
Trinda Blackmore Director
Flow State Investments, Lp Executive, Promoter
Sean Stephens Director

Issuer details

Industry: Pooled Investment Fund (See others in industry)

Address:
Maples Corporate Services Limited Ugland House, S Church St, Pob 309
Grand Cayman, E9, KY1-1104