AltStreet
SEC filing record
Primary Source · SEC.gov

Overlap Holdings Flagship Fund 2 QP, LP

Fund Vehicle2026 vintage506(b), 3(c)(1)
Latest signalNew Form D filerForm D · 2026-10-19Last filing 2026-10-19

Raised

Pre-open

Investors

—

Min Invest

None stated

AltStreet Analysis

·

Generated from EDGAR primary sources

Overlap Holdings Flagship Fund 2 QP, LP is a Delaware limited partnership structured as a pooled investment fund, filing its original Form D under the 506(b) exemption combined with the 3(c)(1) exclusion from the Investment Company Act. The filing is pre-open, with total amount sold, investor count, first sale date, and minimum investment all undisclosed, indicating the offering had not yet begun generating reportable sales as of the filing date. No parent platform or related sibling filings were identified for this entity.

This filing follows a standard private fund structure common to early-stage alternative investment vehicles: a 506(b) private placement paired with the 3(c)(1) exemption, which caps the fund at 100 beneficial owners rather than relying on accredited-investor-only solicitation under 506(c). The absence of a stated minimum investment and pre-open status are typical for a newly formed fund in its initial Form D filing stage, rather than indicators of an unusual offering.

Data Flags

generalFiling is pre-open with no disclosed first sale date, total amount sold, or investor count, consistent with an initial Form D filed at or near fund formation rather than after capital has been raised.
relatedPersonsTwo related-person entries (Overlap Holdings Fund 2 GP, LP and Overlap Ventures Management, LLC) are prefixed with 'N/A', suggesting a missing first/last name field was auto-populated for entity-type related persons — a data formatting artifact rather than a substantive issue.
minimumInvestmentMinimum investment field left blank on the filing, which is a routine and optional Form D disclosure choice rather than evidence of a zero minimum.

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0002147008
Entity NameOverlap Holdings Flagship Fund 2 QP, LP
ExemptionRule 506(b), Section 3(c), Section 3(c)(1), 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)(1) of the Investment Company Act: the fund is excluded from investment-company registration because it has no more than 100 beneficial owners. 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
Year Organized2026
Issuer Address442 S Oyster Bay Road, Suite 1004, Hicksville, NY 11801
Phone(646) 470-5142
Industry / Fund TypePooled Investment Fund · Venture Capital Fund
Investment Company ActExcluded under Section 3(c)(1) (100 beneficial owners or fewer) and Section 3(c)(7) (qualified purchasers only) (both boxes checked on the filing)
Securities TypePooled Investment Fund
First Sale DateNot yet occurred (as filed)
Filing DateOctober 19, 2026
Accession Number0001231919-26-001468
Total Offering AmountIndefinite
Total Amount Sold$0 (no sales yet)
Total Investors0 (no sales yet)
Non-Accredited InvestorsNone
Minimum Investment$0 (no stated minimum)
Offering DurationOne year or less
Sales Commissions$0
Finders' Fees$0
Proceeds to Related Persons$0
Revenue RangeDecline to Disclose
State (Issuer Address)NY
Amendment CountOriginal filing only
Signed ByJustin Stevens, Principal

Filings on Record

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

DOctober 19, 2026

In the Terminal

Filing events

1

latest Oct 19, 2026

Critical / warning

0 / 0

0 watch · 1 info

Statements extracted

0

none on file

NAV prints

0

none on file

Offering chains

1

pre_sale

Latest event New filer · Oct 19, 2026

SEC.gov
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Fund family Part of the Overlap Holdings Flagship Fund family: 2 vehicles across 2 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
  • 1 filing event with values and deltas, latest 2026-10-19, and alerts on the next one
  • 1 offering timeline: velocity, share raised, first-sale lag, stalled flags

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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 Overlap Holdings Fund 2 GP, LP

Director · Hicksville, NY

Justin Stevens

Director · Hicksville, NY

N/A Overlap Ventures Management, LLC

Director · Hicksville, NY

Questions About Overlap Holdings Flagship Fund 2 QP, LP

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

What is Overlap Holdings Flagship Fund 2 QP, LP?

Overlap Holdings Flagship Fund 2 QP, LP is a Delaware limited partnership organized in 2026 that filed a Form D with the SEC on October 19, 2026 as a venture capital fund. The filing claims Rule 506(b), Section 3(c), Section 3(c)(1), Section 3(c)(7) for an offering of pooled investment fund interests.

Is Overlap Holdings Flagship Fund 2 QP, LP legit?

AltStreet does not rate legitimacy; it reports the public record. Overlap Holdings Flagship Fund 2 QP, LP filed a Form D with the SEC on October 19, 2026 claiming Rule 506(b), Section 3(c), Section 3(c)(1), Section 3(c)(7). A Form D is a notice of an exempt offering, not a review or approval of it. No sales had been reported as of that notice. 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 Overlap Holdings Flagship Fund 2 QP, 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 Overlap Holdings Flagship Fund 2 QP, LP claimed Rule 506(b), Section 3(c), Section 3(c)(1), 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 Overlap Holdings Flagship Fund 2 QP, LP raised?

Overlap Holdings Flagship Fund 2 QP, LP reported that the first sale had not yet occurred as of the Form D filed October 19, 2026, so no amount sold or investor count is on file. The total offering amount is listed as indefinite.

Who can invest in Overlap Holdings Flagship Fund 2 QP, 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. The filing checks both Section 3(c)(1), which caps the fund at 100 beneficial owners, and Section 3(c)(7), which requires every investor to be a qualified purchaser, generally an individual with at least $5 million in investments. A fund normally relies on one or the other. 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 Overlap Holdings Flagship Fund 2 QP, 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 Overlap Holdings Flagship Fund 2 QP, 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 Overlap Holdings Flagship Fund 2 QP, LP?

The Form D lists 3 related persons: Overlap Holdings Fund 2 GP, LP, director (General Partner of the Issuer (the "General Partner")); Justin Stevens, director (Principal of the General Partner); Overlap Ventures Management, LLC, director (Investment Manager). Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is Overlap Holdings Flagship Fund 2 QP, LP located?

The issuer's address on its SEC filings is 442 S Oyster Bay Road, Suite 1004, Hicksville, NY 11801. Its phone number of record is (646) 470-5142. It is organized under the laws of Delaware.

How long is the Overlap Holdings Flagship Fund 2 QP, 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, and no amendment is on record yet.

How large is Overlap Holdings Flagship Fund 2 QP, LP?

The issuer declined to disclose its revenue 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.