Star Mountain U.S. Lower Middle-Market Secondary Fund III (Offshore), LP
Raised
$97M
Investors
8
Min Invest
None stated
AltStreet Analysis
·Generated from EDGAR primary sources
Star Mountain U.S. Lower Middle-Market Secondary Fund III (Offshore), LP is a Cayman Islands-domiciled pooled investment fund managed by Star Mountain Fund Management, LLC. This amended Form D reports $96.9M raised from 8 investors under Rule 506(b) and Section 3(c) exemptions. The filing does not disclose minimum investment or first sale date.
This pre-IPO vehicle uses the standard institutional 506(b) private placement exemption combined with 3(c) treatment under the Investment Company Act. With $96.9M raised from 8 investors, the average commitment of approximately $12.1M per investor reflects a typical institutional-grade secondary fund structure targeting lower middle-market opportunities.
Data Flags
EDGAR Filing Data
Form D — Primary Source
View on SEC.govFilings on Record
Every filing AltStreet's ledger holds for this CIK, newest first. Each opens the SEC archive folder.
Capital Raise Timeline
2 Form D filings from Apr 4, 2025 to Apr 6, 2026, the latest a D/A.
Fund Family
Every vehicle in this manager's series as it appears on EDGAR, newest generation first. Sold-to-date and investor counts are each vehicle's latest Form D.
Fund family
Star Mountain U.S Lower Middle Market Secondary Fund4 vehicles · 2 generations · since 2021 · $313.1M sold across the family
This issuer is in Fund III · Fund II has sold $216.2M to date across its vehicles
| Vehicle | Role | First filed | Status | Sold | Investors |
|---|---|---|---|---|---|
| Fund III · first filed 2024-12-17 · 2 vehicles · $96.9M sold · 29 investors | |||||
| Star Mountain U.S. Lower Middle-Market Secondary Fund III (Offshore), LPthis issuer | offshore | 2025-04-04 | raising | $96.9Mcombinedshared | 8 |
| Star Mountain U.S. Lower Middle-Market Secondary Fund III, LP | 2024-12-17 | raising | $96.9Mcombined | 29 | |
| Fund II · first filed 2021-08-06 · 2 vehicles · $216.2M sold · 154 investors | |||||
| Star Mountain U.S. Lower Middle-Market Secondary Fund II, LP | 2021-08-06 | dark | $196.0M | 130 | |
| Star Mountain U.S. Lower Middle-Market Secondary Fund II (Offshore), LP | offshore | 2021-08-06 | dark | $20.2M | 24 |
Grouped from Form D issuer names (generation, sleeve, jurisdiction and legal-form tokens removed); a name-only match, so abbreviated or renamed vehicles can be missed. Sold and investor figures are each vehicle's latest Form D; sleeves that report the same figure share one family-wide total and are counted once. Performance lines are what a public pension plan reports for its own interest in that fund, net, on the plan's cash flows and valuation date; they are not the general partner's figures.
In the Terminal
Filing events
5
latest Apr 6, 2026
Critical / warning
0 / 0
3 watch · 2 info
Statements extracted
0
none on file
NAV prints
0
none on file
Offering chains
1
raising
Latest event First sale · Apr 6, 2026
SEC.govInvestor
- 5 filing events with values and deltas, latest 2026-04-06, and alerts on the next one
- 1 offering timeline: velocity, share raised, first-sale lag, stalled flags
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Regulatory Activity
Filing events on this entity detected by AltStreet's EDGAR monitoring.
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Get the signal feedRelated Persons (Form D)
Executive officers, directors, and promoters listed on the SEC Form D filing. Source: SEC.gov.
N/A Star Mountain U.S. Lower Middle-Market Secondary Fund III GP, LLC
Executive Officer · New York, NY
N/A Star Mountain Fund Management, LLC
Executive Officer · New York, NY
Brett Hickey
Executive Officer · New York, NY
Questions About Star Mountain U.S. Lower Middle-Market Secondary Fund III (Offshore), LP
Each answer is built from the values on the SEC filing and the AltStreet ledger, not from the issuer's marketing.
What is Star Mountain U.S. Lower Middle-Market Secondary Fund III (Offshore), LP?
Star Mountain U.S. Lower Middle-Market Secondary Fund III (Offshore), LP is a Cayman Islands limited partnership that filed a Form D with the SEC on April 6, 2026 as a private equity fund. The filing claims Rule 506(b), Section 3(c), Section 3(c)(7) for an offering of pooled investment fund interests. AltStreet links the issuer to Star Mountain U.S. Lower Middle-Market Secondary Fund III (Offshore), LP.
Is Star Mountain U.S. Lower Middle-Market Secondary Fund III (Offshore), LP legit?
AltStreet does not rate legitimacy; it reports the public record. Star Mountain U.S. Lower Middle-Market Secondary Fund III (Offshore), LP filed a Form D with the SEC on April 6, 2026 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 $96,945,000 sold to 8 investors. AltStreet's enforcement record (SEC, FINRA and state actions) shows no action naming the issuer as of today. The issuer is linked to Star Mountain U.S. Lower Middle-Market Secondary Fund III (Offshore), LP, 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 Star Mountain U.S. Lower Middle-Market Secondary Fund III (Offshore), 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 Star Mountain U.S. Lower Middle-Market Secondary Fund III (Offshore), 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 Star Mountain U.S. Lower Middle-Market Secondary Fund III (Offshore), LP raised?
Star Mountain U.S. Lower Middle-Market Secondary Fund III (Offshore), LP reported $96,945,000 sold from 8 investors in an offering of indefinite size as of the Form D filed April 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 Star Mountain U.S. Lower Middle-Market Secondary Fund III (Offshore), 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 filing lists the minimum investment as $0, meaning no minimum was stated.
What is the minimum investment in Star Mountain U.S. Lower Middle-Market Secondary Fund III (Offshore), LP?
The Form D lists the minimum investment as $0, which means the issuer did not state a minimum on the form. The offering documents, not the Form D, set the actual subscription terms.
Who is selling Star Mountain U.S. Lower Middle-Market Secondary Fund III (Offshore), LP and how are they paid?
The Form D names no recipient of sales compensation, which usually means the issuer or its affiliates are placing the securities directly. Sales commissions are reported as $0 and finders' fees as $0. Form D allows these to be estimates.
Who is behind Star Mountain U.S. Lower Middle-Market Secondary Fund III (Offshore), LP?
The Form D lists 3 related persons: Star Mountain U.S. Lower Middle-Market Secondary Fund III GP, LLC, executive officer (General Partner); Star Mountain Fund Management, LLC, executive officer (Management Company); Brett A. Hickey, executive officer. Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.
Where is Star Mountain U.S. Lower Middle-Market Secondary Fund III (Offshore), LP located?
The issuer's address on its SEC filings is C/O Star Mountain Capital, LLC, 2 Grand Central Tower, 140 East 45th St, New York, NY 10017. Its phone number of record is 212-810-9044. It is organized under the laws of Cayman Islands.
How long is the Star Mountain U.S. Lower Middle-Market Secondary Fund III (Offshore), 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; 1 amendment is on record for this CIK.
How large is Star Mountain U.S. Lower Middle-Market Secondary Fund III (Offshore), LP?
The issuer declined to disclose its revenue range on the Form D, which the form permits.
Is this your offering?
Claim this profile to add contact information, team members, LinkedIn profiles, fund history, and additional financial data. EDGAR-sourced data and AltStreet analysis cannot be edited, but corrections can be requested for verifiable inaccuracies.
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.