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

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number:3235-0076
Expires:June 30, 2012
Estimated average burden
hours per response:4.00
1. Issuer's Identity
CIK (Filer ID Number)Previous Name(s)☒NoneEntity Type
0001855272
☐Corporation
☒ Limited Partnership
☐ Limited Liability Company
☐ General Partnership
☐ Business Trust
☐Other 
Name of Issuer
 Hunter Point Capital Investors (Offshore), L.P.
Jurisdiction of Incorporation/Organization
DELAWARE 
Year of Incorporation/Organization
☐Over Five Years Ago
☒Within Last Five Years (Specify Year)
2021
☐Yet to Be Formed
 
2. Principal Place of Business and Contact Information
Name of Issuer
 Hunter Point Capital Investors (Offshore), L.P.
Street Address 1Street Address 2
 610 Broadway, 4th Floor
 
CityState/Province/CountryZIP/Postal CodePhone No. of Issuer
 NEW YORK
 NEW YORK
 
 10012
 212-970-0715 
3. Related Persons
Last NameFirst NameMiddle Name
Hunter Point Capital GP LLC
N/A
N/A
Street Address 1Street Address 2
 610 Broadway, 4th Floor 
 
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10012
Relationship:☐Executive Officer☐Director☒Promoter
Clarification of Response (if Necessary)
The General Partner of the Issuer
Last NameFirst NameMiddle Name
Kalichstein
Avshalom
Street Address 1Street Address 2
 610 Broadway, 4th Floor 
 
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10012
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Executive Officer of the Management Company of the Issuer
Last NameFirst NameMiddle Name
Arpey
Michael
Street Address 1Street Address 2
 610 Broadway, 4th Floor 
 
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10012
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Executive Officer of the Management Company of the Issuer
Last NameFirst NameMiddle Name
Chung
Rex
Street Address 1Street Address 2
 610 Broadway, 4th Floor 
 
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10012
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Executive Officer of the Management Company of the Issuer
Last NameFirst NameMiddle Name
Bricker
Debra
Street Address 1Street Address 2
 610 Broadway, 4th Floor 
 
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10012
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Executive Officer of the Management Company of the Issuer
Last NameFirst NameMiddle Name
Richards
Mariska
Street Address 1Street Address 2
 610 Broadway, 4th Floor 
 
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10012
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Executive Officer of the Management Company of the Issuer
Last NameFirst NameMiddle Name
Goodman
Bennett
Street Address 1Street Address 2
 610 Broadway, 4th Floor 
 
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10012
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
Executive Officer of the Management Company of the Issuer
Last NameFirst NameMiddle Name
Hunter Point Capital LP
N/A
N/A
Street Address 1Street Address 2
 610 Broadway, 4th Floor 
 
CityState/Province/CountryZIP/Postal Code
 New York
 NEW YORK
 10012
Relationship:☐Executive Officer☐Director☒Promoter
Clarification of Response (if Necessary)
The Management Company of the Issuer
4. Industry Group
 ☐Agriculture
Banking & Financial Services
 ☐ Commercial Banking
 ☐ Insurance
 ☐Investing
 ☐ Investment Banking
 ☒ Pooled Investment Fund
☐Hedge Fund
☒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  ☒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 RangeAggregate 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
☒ 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 505
☐Rule 504 (b)(1)(i) ☐Rule 506
☐Rule 504 (b)(1)(ii) ☐Securities Act Section 4(6)
☐Rule 504 (b)(1)(iii)☒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)
☒Section 3(c)(7)

7. Type of Filing
☐ New Notice Date of First Sale 
2021-04-16
☐ First Sale Yet to Occur
☒ Amendment

8. Duration of Offering
Does the Issuer intend this offering to last more than one year? ☐ Yes ☒ No

9. Type(s) of Securities Offered (select all that apply)
☒Pooled Investment Fund Interests☐Equity
☐Tenant-in-Common Securities ☐Debt
☐Mineral Property Securities☐Option, Warrant or Other Right to Acquire Another Security
☐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 ☒ 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
 Crosspoint Advisors, Inc.
 None
(Associated) Broker or Dealer☒None
(Associated) Broker or Dealer CRD Number ☒None
 None
 None
Street Address 1
Street Address 2
Masonic 39 MT Bldg.2F
2-4-5 Azabudai, Minato-ku
City State/Province/CountryZIP/Postal Code
 Tokyo JAPAN 106-0041
State(s) of Solicitation☐All States
☒Foreign/Non-US
 
Recipient 
Recipient CRD Number☒None
 Etgal Holdings Ltd.
 None
(Associated) Broker or Dealer☒None
(Associated) Broker or Dealer CRD Number ☒None
 None
 None
Street Address 1
Street Address 2
20 Lincoln Ltd.
 
City State/Province/CountryZIP/Postal Code
 Tel Aviv ISRAEL 00000
State(s) of Solicitation☐All States
☒Foreign/Non-US
 
Recipient 
Recipient CRD Number☒None
 Heungkuk Securities Co., Ltd.
 None
(Associated) Broker or Dealer☒None
(Associated) Broker or Dealer CRD Number ☒None
 None
 None
Street Address 1
Street Address 2
68 Saemunanro, Jongno-gu
Heungkuk Life Building 19th Fl.
City State/Province/CountryZIP/Postal Code
 Seoul KOREA, REPUBLIC OF 00000
State(s) of Solicitation☐All States
☒Foreign/Non-US
 
Recipient 
Recipient CRD Number☒None
 Kronstein Alternative Investment Advisors GmbH
 None
(Associated) Broker or Dealer☒None
(Associated) Broker or Dealer CRD Number ☒None
 None
 None
Street Address 1
Street Address 2
Brombergstrasse 17a
 
City State/Province/CountryZIP/Postal Code
 Freiburg im Breisgau GERMANY 79102
State(s) of Solicitation☐All States
☒Foreign/Non-US
 
Recipient 
Recipient CRD Number☐None
 The Leaders Group, Inc.
 37157
(Associated) Broker or Dealer☒None
(Associated) Broker or Dealer CRD Number ☒None
 None
 None
Street Address 1
Street Address 2
26 West Dry Creek Circle
Suite 800
City State/Province/CountryZIP/Postal Code
 Littleton COLORADO 80120
State(s) of Solicitation☒All States
☐Foreign/Non-US
 
Recipient 
Recipient CRD Number☐None
 LSH Partners Securities LLC
 284952
(Associated) Broker or Dealer☒None
(Associated) Broker or Dealer CRD Number ☒None
 None
 None
Street Address 1
Street Address 2
152 West 57th Street, 5th Floor
 
City State/Province/CountryZIP/Postal Code
 New York NEW YORK 10019
State(s) of Solicitation☐All States
☒Foreign/Non-US
 
ALABAMA
CALIFORNIA
COLORADO
CONNECTICUT
DISTRICT OF COLUMBIA
FLORIDA
ILLINOIS
NEW HAMPSHIRE
NEW YORK
NORTH CAROLINA
PENNSYLVANIA
TEXAS
UTAH
Recipient 
Recipient CRD Number☒None
 Korea Investment & Securities Co., Ltd.
 None
(Associated) Broker or Dealer☒None
(Associated) Broker or Dealer CRD Number ☒None
 None
 None
Street Address 1
Street Address 2
88 Uisadang-daero
Yeongdeungpo-gu
City State/Province/CountryZIP/Postal Code
 Seoul KOREA, REPUBLIC OF 07321
State(s) of Solicitation☐All States
☒Foreign/Non-US
 
Recipient 
Recipient CRD Number☒None
 Alpine Capital Advisors SpA
 None
(Associated) Broker or Dealer☒None
(Associated) Broker or Dealer CRD Number ☒None
 None
 None
Street Address 1
Street Address 2
Av. Apoquindo 2930, Office 801
 
City State/Province/CountryZIP/Postal Code
 Las Condes CHILE 00000
State(s) of Solicitation☐All States
☒Foreign/Non-US
 
Recipient 
Recipient CRD Number☐None
 INTE Securities LLC
 47107
(Associated) Broker or Dealer☒None
(Associated) Broker or Dealer CRD Number ☒None
 None
 None
Street Address 1
Street Address 2
42 Broadway, Suite 12-128
 
City State/Province/CountryZIP/Postal Code
 New York NEW YORK 10004
State(s) of Solicitation☒All States
☐Foreign/Non-US
 
Recipient 
Recipient CRD Number☒None
 Vorsprung Advisory Ltd.
 None
(Associated) Broker or Dealer☒None
(Associated) Broker or Dealer CRD Number ☒None
 None
 None
Street Address 1
Street Address 2
Berkeley House, Berkeley Square
 
City State/Province/CountryZIP/Postal Code
 London UNITED KINGDOM W1J 6BD
State(s) of Solicitation☐All States
☒Foreign/Non-US
 
Recipient 
Recipient CRD Number☐None
 Old City Securities, LLC
 171910
(Associated) Broker or Dealer☒None
(Associated) Broker or Dealer CRD Number ☒None
 None
 None
Street Address 1
Street Address 2
589 Fifth Avenue, PH Level
 
City State/Province/CountryZIP/Postal Code
 New York NEW YORK 10017
State(s) of Solicitation☐All States
☐Foreign/Non-US
 
CALIFORNIA
COLORADO
FLORIDA
ILLINOIS
MASSACHUSETTS
NEBRASKA
NEW YORK
NORTH CAROLINA
PENNSYLVANIA
TEXAS
UTAH
WASHINGTON
Recipient 
Recipient CRD Number☒None
 Further Capital Partners Ltd.
 None
(Associated) Broker or Dealer☒None
(Associated) Broker or Dealer CRD Number ☒None
 None
 None
Street Address 1
Street Address 2
8 Wellington Street East, 4th Floor
 
City State/Province/CountryZIP/Postal Code
 Toronto ONTARIO, CANADA M5E 1C5
State(s) of Solicitation☐All States
☒Foreign/Non-US
 
Recipient 
Recipient CRD Number☐None
 Seaport Global Securities LLC
 116270
(Associated) Broker or Dealer☒None
(Associated) Broker or Dealer CRD Number ☒None
 None
 None
Street Address 1
Street Address 2
360 Madison Avenue, 22nd Floor
 
City State/Province/CountryZIP/Postal Code
 New York NEW YORK 10017
State(s) of Solicitation☐All States
☐Foreign/Non-US
 
ALABAMA
CALIFORNIA
COLORADO
CONNECTICUT
DISTRICT OF COLUMBIA
FLORIDA
GEORGIA
ILLINOIS
INDIANA
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSOURI
NEW JERSEY
NEW YORK
OHIO
PENNSYLVANIA
SOUTH CAROLINA
TENNESSEE
TEXAS
UTAH
VIRGINIA
WASHINGTON
Recipient 
Recipient CRD Number☐None
 Brean Capital, LLC
 23723
(Associated) Broker or Dealer☒None
(Associated) Broker or Dealer CRD Number ☒None
 None
 None
Street Address 1
Street Address 2
505 5th Avenue, 5th Floor
 
City State/Province/CountryZIP/Postal Code
 New York NEW YORK 10017
State(s) of Solicitation☒All States
☐Foreign/Non-US
 
Recipient 
Recipient CRD Number☒None
 Presidio Advisors Limited
 None
(Associated) Broker or Dealer☒None
(Associated) Broker or Dealer CRD Number ☒None
 None
 None
Street Address 1
Street Address 2
New Derwent House, 69-73 Theobalds Road
 
City State/Province/CountryZIP/Postal Code
 London UNITED KINGDOM WC1X 8TA
State(s) of Solicitation☐All States
☒Foreign/Non-US
 
Recipient 
Recipient CRD Number☒None
 Zade Zalatimo
 None
(Associated) Broker or Dealer☒None
(Associated) Broker or Dealer CRD Number ☒None
 None
 None
Street Address 1
Street Address 2
PO Box 71845
 
City State/Province/CountryZIP/Postal Code
 Dubai UNITED ARAB EMIRATES 00000
State(s) of Solicitation☐All States
☒Foreign/Non-US
 
Recipient 
Recipient CRD Number☐None
 Oakpoint Solutions, LLC
 171775
(Associated) Broker or Dealer☒None
(Associated) Broker or Dealer CRD Number ☒None
 None
 None
Street Address 1
Street Address 2
100 S. Ashley Drive, Suite 1130
 
City State/Province/CountryZIP/Postal Code
 Tampa FLORIDA 33602
State(s) of Solicitation☒All States
☐Foreign/Non-US
 
Recipient 
Recipient CRD Number☒None
 Constellar Capital Partners Hong Kong Limited
 None
(Associated) Broker or Dealer☒None
(Associated) Broker or Dealer CRD Number ☒None
 None
 None
Street Address 1
Street Address 2
The Center, 99 Queen's Road Central
Suite 6616
City State/Province/CountryZIP/Postal Code
 Hong Kong CHINA 00000
State(s) of Solicitation☐All States
☒Foreign/Non-US
 

13. Offering and Sales Amounts
 
Total Offering Amount $
 
USD or ☒Indefinite
Total Amount Sold $
2,662,015,500
USD
Total Remaining to be Sold $
 
USD or☒Indefinite
Clarification of Response (if Necessary)
The total amount sold is aggregated between the Issuer and its related investment vehicles (but excludes amounts committed to coinvesting vehicles).
14. Investors

☐Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
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:
44
15. Sales Commissions & Finders’ 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$
2,117,500
USD☒Estimate
Finders' Fees$
0
USD☒Estimate
Clarification of Response (if Necessary)
Placement agent fees to be paid based upon a fee schedule. Such fees are offset dollar-for-dollar against the management fees payable by the Issuer.
 
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)
The General Partner is entitled to a performance allocation. The Management Company is entitled to a management fee. The performance allocation and management fee are fully disclosed in the Issuer's confidential offering materials.
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, 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 it 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 the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).
 
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.
 
IssuerSignatureName of SignerTitleDate
Hunter Point Capital Investors (Offshore), L.P.Avshalom KalichsteinAvshalom KalichsteinCEO of the sole member of the GP of the GP of the Issuer2023-04-10

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.