SEC filing record
Primary Source · SEC.gov

Diameter Dislocation Offshore Fund II LP

Fund Vehicle2022 vintageRule 506(b), Section 3(c), Section 3(c)(7)Filing record

Built from the SEC filing index the day the filing landed. The figures below are the issuer's own from Form D; AltStreet's analysis, sponsor link and data flags follow when the entity is enriched.

Raised

$605M

Investors

65

Min Invest

$100,000

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What this filing shows

·

Every sentence is a value as filed on SEC Form D

Diameter Dislocation Offshore Fund II LP is a Cayman Islands limited partnership that first filed a Form D on August 2, 2022 and most recently amended it on August 2, 2023, describing itself as a hedge fund. The offering claims Rule 506(b), Section 3(c), Section 3(c)(7) and covers equity and pooled investment fund interests. Diameter Dislocation Offshore Fund II LP reported $605,470,000 sold from 65 investors in an offering of indefinite size as of the Form D filed August 2, 2023. The offering relies on Rule 506(b), which permits sales to accredited investors and to no more than 35 non-accredited investors who meet a sophistication standard, and prohibits general solicitation. Because the fund also relies on Section 3(c)(7), each investor must be a qualified purchaser, generally an individual with at least $5 million in investments. The filing reports no non-accredited investors. The minimum investment accepted from an outside investor is $100,000. The Form D names J.P. MORGAN SECURITIES LLC (CRD 79), associated with None as the recipient of sales compensation soliciting in all states. The issuer's address of record is C/O Maples Corporate Services Limited, Ugland House, Po Box 309, Grand Cayman, Cayman Islands KY1-1104.

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0001940305
Entity NameDiameter Dislocation Offshore Fund II LP
ExemptionRule 506(b), Section 3(c), Section 3(c)(7)
What the exemption meansRule 506(b) of Regulation D: securities may be sold to an unlimited number of accredited investors and up to 35 non-accredited investors who meet the rule's sophistication standard, without general solicitation or advertising. Section 3(c) of the Investment Company Act of 1940: the issuer is a pooled investment vehicle relying on an exclusion from registration as an investment company. Section 3(c)(7) of the Investment Company Act: the fund is excluded from investment-company registration because every investor is a qualified purchaser, generally an individual with at least $5 million in investments or an institution with at least $25 million.
Entity TypeLimited Partnership
Jurisdiction of OrganizationCayman Islands
Issuer AddressC/O Maples Corporate Services Limited, Ugland House, Po Box 309, Grand Cayman, Cayman Islands KY1-1104
Phone(212) 655-1401
Industry / Fund TypePooled Investment Fund · Hedge Fund
Investment Company ActExcluded under Section 3(c)(7) (qualified purchasers only)
Securities TypeEquity, Pooled investment fund interests
First Sale DateJuly 19, 2022
Filing DateAugust 2, 2023
Accession Number0000919574-23-004274
Total Offering AmountIndefinite
Total Amount Sold$605,470,000
Total Investors65
Non-Accredited InvestorsNone
Minimum Investment$100,000
Offering DurationOne year or less
Net Asset Value RangeDecline to Disclose
State (Issuer Address)E9
Amendment Count2 filings on record

Filings on Record

Every filing AltStreet's ledger holds for this CIK, newest first. Each opens the SEC archive folder.

In the Terminal

Filing events

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none on file

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0 watch · 0 info

Statements extracted

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none on file

NAV prints

0

none on file

Offering chains

1

lapsed

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Fund family Part of the Diameter Dislocation Fund family: 8 vehicles across 2 generations · full family and the filing behind each link in the terminal

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Related Persons (Form D)

Executive officers, directors, and promoters listed on the SEC Form D filing. Source: SEC.gov.

Diameter Associates LLC

Executive Officer, Promoter · New York, NY

General Partner

Diameter Capital Partners LP

Executive Officer, Promoter · New York, NY

Investment Manager

Scott Goodwin

Executive Officer · West Palm Beach, FL

Managing Member of the General Partner

Jonathan Lewinsohn

Executive Officer · New York, NY

Managing Member of the General Partner

Placement Agents and Sales Compensation (Form D)

Who the issuer reported paying to sell the securities (Form D Item 12), with the FINRA registration number the filer gave. Source: SEC.gov.

J.P. MORGAN SECURITIES LLCCRD 79 on BrokerCheck

Associated broker-dealer: None · NEW YORK, NY · Soliciting in all states

Questions About Diameter Dislocation Offshore Fund II LP

Each answer is built from the values on the SEC filing and the AltStreet ledger, not from the issuer's marketing.

What is Diameter Dislocation Offshore Fund II LP?

Diameter Dislocation Offshore Fund II LP is a Cayman Islands limited partnership that filed a Form D with the SEC on August 2, 2023 as a hedge fund. The filing claims Rule 506(b), Section 3(c), Section 3(c)(7) for an offering of equity and pooled investment fund interests.

Is Diameter Dislocation Offshore Fund II LP legit?

AltStreet does not rate legitimacy; it reports the public record. Diameter Dislocation Offshore Fund II LP filed a Form D with the SEC on August 2, 2023 claiming Rule 506(b), Section 3(c), Section 3(c)(7). A Form D is a notice of an exempt offering, not a review or approval of it. The newest notice reports $605,470,000 sold to 65 investors. AltStreet's enforcement record (SEC, FINRA and state actions) shows no action naming the issuer as of today. Before investing, confirm the filing on EDGAR, check the seller's registration on FINRA BrokerCheck, and read the offering documents, which a Form D does not include.

Is Diameter Dislocation Offshore Fund II LP registered with or approved by the SEC?

No. A Form D is a notice that an issuer is selling securities under an exemption from registration, and the SEC does not review, approve, or pass on the merits of the offering. The filing shows that Diameter Dislocation Offshore Fund II LP claimed Rule 506(b), Section 3(c), Section 3(c)(7) and disclosed the items the form requires, such as the amount sold, the minimum investment, related persons, and anyone paid to sell the securities. It does not verify the issuer's claims or its business.

How much has Diameter Dislocation Offshore Fund II LP raised?

Diameter Dislocation Offshore Fund II LP reported $605,470,000 sold from 65 investors in an offering of indefinite size as of the Form D filed August 2, 2023.

Who can invest in Diameter Dislocation Offshore Fund II LP?

The offering relies on Rule 506(b), which permits sales to accredited investors and to no more than 35 non-accredited investors who meet a sophistication standard, and prohibits general solicitation. Because the fund also relies on Section 3(c)(7), each investor must be a qualified purchaser, generally an individual with at least $5 million in investments. The filing reports no non-accredited investors. The minimum investment accepted from an outside investor is $100,000.

What is the minimum investment in Diameter Dislocation Offshore Fund II LP?

The Form D lists $100,000 as the minimum investment accepted from any outside investor as of August 2, 2023. Issuers can waive their own minimums, and the figure does not include fees.

Who is selling Diameter Dislocation Offshore Fund II LP and how are they paid?

The Form D names J.P. MORGAN SECURITIES LLC (CRD 79), associated with None as the recipient of sales compensation soliciting in all states.

Who is behind Diameter Dislocation Offshore Fund II LP?

The Form D lists 4 related persons: Diameter Associates LLC, executive officer, promoter (General Partner); Diameter Capital Partners LP, executive officer, promoter (Investment Manager); Scott Goodwin, executive officer (Managing Member of the General Partner); Jonathan Lewinsohn, executive officer (Managing Member of the General Partner). Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is Diameter Dislocation Offshore Fund II LP located?

The issuer's address on its SEC filings is C/O Maples Corporate Services Limited, Ugland House, Po Box 309, Grand Cayman, Cayman Islands KY1-1104. Its phone number of record is 212-655-1401. It is organized under the laws of Cayman Islands.

How long is the Diameter Dislocation Offshore Fund II LP offering open?

The issuer indicated that the offering is not intended to last more than one year. An issuer must amend its Form D annually while a continuing offering stays open; 1 amendment is on record for this CIK.

How large is Diameter Dislocation Offshore Fund II LP?

The issuer declined to disclose its net asset value range on the Form D, which the form permits.

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Data Methodology

Capital raise figures, investor counts, and filing dates are sourced directly from SEC EDGAR Form D primary documents via the SEC EDGAR submissions API and full-text search index. EDGAR entity profiles and deal-level data are reviewed by AltStreet analysts with backgrounds in corporate finance and securities law — cross-referenced against offering circulars, audited financial statements, and primary regulatory filings before publication. Platform-provided information, where present, is clearly labeled and does not affect EDGAR data or AltStreet editorial coverage. Platforms may request factual corrections for demonstrable inaccuracies by contacting [email protected]. This page does not constitute investment advice.