AltStreet
SEC filing record
Primary Source · SEC.gov

Legalist Government Receivables (Offshore) Fund, LP

Fund Vehicle2026 vintage
Latest signalSold increasedForm D/A · 2026-01-068 events: 2 sold increased, 2 investors increased, 2 large raiseLast filing 2026-01-06
LegalistFull Review

Raised

$179M

Investors

58

Min Invest

$100,000

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AltStreet Analysis

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Generated from EDGAR primary sources

Legalist Government Receivables (Offshore) Fund, LP is a litigation finance vehicle managed by Legalist Government Receivables GP, LLC and Eva Shang, raising $179.1M from 58 investors with a $100K minimum investment. This amended filing reflects activity within Legalist's litigation finance platform, which operates 6 related EDGAR entities including Legalist Fund IV ($414.2M) and a domestic Government Receivables Fund ($128.6M).

This offshore litigation finance fund operates at the institutional end of the market with a $100K minimum, typical for alternative investment funds targeting accredited investors. The exemption structure and capital raised align with standard litigation finance fund offerings, though offshore structuring is common for tax optimization and international investor access in this category.

Data Flags

generalAmendment filed with no disclosed first sale date or vintage year, limiting transparency on fund lifecycle
entityTypeOffshore structure for government receivables litigation finance is notable given parallel domestic fund (Legalist Government Receivables Fund, LP at $128.6M)
totalInvestorsAverage investment of $3.1M per investor suggests institutional or high-net-worth concentration

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0001994797
Entity NameLegalist Government Receivables (Offshore) Fund, LP
ExemptionRule 506(c), Section 3(c), Section 3(c)(7)
What the exemption meansRule 506(c) of Regulation D: the issuer may advertise the offering publicly, but every purchaser must be a verified accredited investor. 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 OrganizationDelaware
Issuer AddressC/O Legalist, Inc., 58 W. Portal Avenue, No. 747, San Francisco, CA 94110
Phone(415) 570-7878
Industry / Fund TypePooled Investment Fund · Other Investment Fund
Investment Company ActExcluded under Section 3(c)(7) (qualified purchasers only)
Securities Type—
First Sale DateJanuary 6, 2026
Filing DateJanuary 6, 2026
Accession Number0001994797-26-000001
Total Offering Amount$400,000,000
Total Amount Sold$179,143,000
Amount Remaining$220,857,000
Amount Sold NoteCombined figure across related vehicles: The aggregate total offering amount of the Issuer and its affiliated fund, Legalist Government Receivables Fund, LP, is $400,000,000. The amounts reflected in this Form D are only for the Issuer.
Total Investors58
Non-Accredited InvestorsNone
Minimum Investment$100,000
Offering DurationIntended to last more than one year
Sales Commissions$913 (to Old City Securities LLC)
Finders' Fees$0
Net Asset Value RangeDecline to Disclose
State (Issuer Address)CA
Amendment Count2 amendments filed

Filings on Record

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

D/AJanuary 6, 2026D/AJanuary 6, 2025DOctober 4, 2023

Capital Raise Timeline

3 Form D filings from Oct 4, 2023 to Jan 6, 2026, the latest a D/A.

Checking access…

In the Terminal

Filing events

8

latest Jan 6, 2026

Critical / warning

0 / 0

7 watch · 1 info

Statements extracted

0

none on file

NAV prints

0

none on file

Offering chains

1

raising

Latest event Sold increase · Jan 6, 2026

SEC.gov
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Fund family Part of the Legalist Government Receivables Fund family: 2 vehicles across 0 generations · full family and the filing behind each link in the terminal

Investor

  • The full fund family and any related vehicles (parallel, feeder, successor, sibling series) with the filing that shows each link
  • The dated record: 31 facts with source, effective date and capture date, viewable as AltStreet knew them on any past day
  • 8 filing events with values and deltas, latest 2026-01-06, and alerts on the next one
  • 1 offering timeline: velocity, share raised, first-sale lag, stalled flags

Pro

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Regulatory Activity

Filing events on this entity detected by AltStreet's EDGAR monitoring.

Jan 2026Form D amendment
SEC.gov
Jan 2026Form D amendment
SEC.gov
Jan 2026Form D amendment
SEC.gov

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Related Persons (Form D)

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

n/a Legalist Government Receivables GP, LLC

Executive Officer · San Francico, CA

Eva Shang

Executive Officer · San Francisco, CA

n/a Legalist, Inc.

Executive Officer · San Francisco, CA

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.

Old City Securities LLCCRD 171910 on BrokerCheck

Associated broker-dealer: None · New York, NY · Soliciting in all states

Questions About Legalist Government Receivables (Offshore) Fund, LP

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

What is Legalist Government Receivables (Offshore) Fund, LP?

Legalist Government Receivables (Offshore) Fund, LP is a Delaware limited partnership that filed a Form D with the SEC on January 6, 2026 as a other investment fund. The filing claims Rule 506(c), Section 3(c), Section 3(c)(7) for an offering of pooled investment fund interests. AltStreet links the issuer to Legalist.

Is Legalist Government Receivables (Offshore) Fund, LP legit?

AltStreet does not rate legitimacy; it reports the public record. Legalist Government Receivables (Offshore) Fund, LP filed a Form D with the SEC on January 6, 2026 claiming Rule 506(c), 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 $179,143,000 sold to 58 investors. AltStreet's enforcement record (SEC, FINRA and state actions) shows no action naming the issuer as of today. The issuer is linked to Legalist, which AltStreet has reviewed. 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 Legalist Government Receivables (Offshore) Fund, 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 Legalist Government Receivables (Offshore) Fund, LP claimed Rule 506(c), 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 Legalist Government Receivables (Offshore) Fund, LP raised?

Legalist Government Receivables (Offshore) Fund, LP reported $179,143,000 sold from 58 investors of a $400,000,000 total offering as of the Form D filed January 6, 2026. The filing states that the figure is combined across related vehicles, so it is not this entity's figure alone.

Who can invest in Legalist Government Receivables (Offshore) Fund, LP?

The offering relies on Rule 506(c), so the issuer may advertise it but may sell only to investors it has verified as accredited. 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 Legalist Government Receivables (Offshore) Fund, LP?

The Form D lists $100,000 as the minimum investment accepted from any outside investor as of January 6, 2026. Issuers can waive their own minimums, and the figure does not include fees.

Who is selling Legalist Government Receivables (Offshore) Fund, LP and how are they paid?

The Form D names Old City Securities LLC (CRD 171910), associated with None as the recipient of sales compensation soliciting in all states. Sales commissions are reported as $913 and finders' fees as $0. Form D allows these to be estimates.

Who is behind Legalist Government Receivables (Offshore) Fund, LP?

The Form D lists 3 related persons: Legalist Government Receivables GP, LLC, executive officer (The General Partner of the Issuer); Eva Shang, executive officer (The Manager of Legalist Government Receivables GP, LLC, the General Partner of the Issuer); Legalist, Inc., executive officer (The Investment Adviser of the Issuer). Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is Legalist Government Receivables (Offshore) Fund, LP located?

The issuer's address on its SEC filings is C/O Legalist, Inc., 58 W. Portal Avenue, No. 747, San Francisco, CA 94110. Its phone number of record is 415-570-7878. It is organized under the laws of Delaware.

How long is the Legalist Government Receivables (Offshore) Fund, LP offering open?

The issuer indicated that the offering is intended to last more than one year. An issuer must amend its Form D annually while a continuing offering stays open; 2 amendments are on record for this CIK.

How large is Legalist Government Receivables (Offshore) Fund, 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.