Form D · Private Equity Fund
Headlands Capital Offshore V, LP
New York, NY · CIK 0002080245
Offering snapshot reported Jan 13, 2026 · SEC filing
- Reported sold
- $21M Indefinite offering
- Investors reported
- 4 Form D · investor count
- Minimum accepted
- $0 Reported outside-investor minimum
- First sale
- Aug 8, 2025 As reported in this filing
What changed?
Latest filing versus its linked predecessor, where available.
- Reported investors0 → 4
Filing history
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| Filed | Filing type | Reported sold | Change vs linked filing | Investors | Source |
|---|---|---|---|---|---|
| Jan 13, 2026 | Amendment | $21,000,000 | No comparison | 4 | SEC filing |
| Aug 7, 2025 | Initial | Yet to sell | No comparison | 0 | SEC filing |
Offering details
- Securities
- Pooled investment fund
- Exemptions
- 06b, 3C, 3C.7
- Duration over one year
- Yes
- Business combination
- No
- Sales commissions
- $15K
- Finders' fees
- $0
- Form D file number
- 021-554033
Placement agent fees are to be paid on an established fee arrangement. Sales Commissions include retainer amounts paid for services for the Issuer and Headlands Capital Secondary Fund V, LP.
Sales compensation recipients
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| Recipient | CRD | Associated broker-dealer |
|---|---|---|
| Umergence LLC | 284368 | Umergence LLC · CRD 284368 |
| Race Rock Capital LLC | 153363 | Race Rock Capital LLC · CRD 153363 |
| Trust Capital Co., Ltd. | None |
Source: Form D, filed Jan 13, 2026. Minimum accepted may differ from a standard advertised minimum.
Fund connections
No confirmed ADV fund connection is available for this issuer.
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.
| Name | Reported role |
|---|---|
| N/A Headlands Capital, Llc | Promoter |
| N/A Headlands Capital Secondary Management V, Llc | Promoter |
| David Eugene Park, Iii | Executive |
Issuer details
Industry: Pooled Investment Fund (See others in industry)
Address:
420 Lexington Ave Suite 2601
New York, NY, 10170
New York, NY, 10170