Offerings (SEC Form D)
Each filing as reported by the issuer, newest first. Open a row for the full plain-English detail. D = original notice, D/A = amendment.
Offerings at a glance — 1 offering, 2 filings (one row per SEC file number)
| File no. | Original Form D | Latest filing | Amendments | Offered (latest) | Sold (latest) | Industry (latest) |
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| 021-473616 | Feb 16, 2023 EDGAR ↗ | Oct 23, 2025 D/A EDGAR ↗ | 1 latest Oct 23, 2025 | $30,000,000 | $21,250,000 | Pooled Investment Fund |
Offerings are grouped by SEC file number; rows without a file number (not yet retrieved from EDGAR) are shown as their own offering until the link is fetched.
Oct 23, 2025 D/A Pooled Investment Fund — $21,250,000 sold of $30,000,000 · 7 investors EDGAR ↗
| Filing | Form D/A (amendment) filed Oct 23, 2025 · amends 0001966090-23-000001 ↗SEC file no. 021-473616 · accession 0001966090-25-000002 · filing 2 of 2 in this offering |
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| Raise progress | $21,250,000 sold of $30,000,000 offered (71%) · $8,750,000 remaining · first sale Jun 10, 2022 |
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| Filing timing | Date of first sale: Jun 10, 2022 · Original Form D filed: Feb 16, 2023 (251 days after first sale) · This amendment (Form D/A) filed: Oct 23, 2025 This row is an amendment. Rule: the original Form D is generally due within 15 days after the first sale; the rule sets no deadline measured from an amendment. Dates shown as reported; no conclusion is drawn. |
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| Time since first sale | 1,597 days (4.4 years) |
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| Annual amendments | Issuer reported the offering may last more than one year. This filing is an amendment dated Oct 23, 2025. Most recent amendment for this offering in our index: this filing, Oct 23, 2025. Rule: an ongoing offering generally files an amendment at least annually. Dates shown as reported; no conclusion is drawn. |
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| Investors | 7 total · issuer reported no non-accredited investors |
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| Exemption claimed | Rule 506(b) — no general advertising; up to 35 non-accredited investors allowed; Investment Company Act 3(c) private-fund exclusion — the issuer is a fund not registered as an investment company; Investment Company Act 3(c)(1) — private fund limited to 100 beneficial owners |
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| Minimum investment accepted | $250,000 |
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| Securities offered | Pooled investment fund interests |
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| Entity details | Organized in DELAWARE · formed more than five years before filing · net asset value range: Decline to Disclose (state and year as reported on the issuer's latest filing) As reported by the issuer on Form D (Items 1–2 and 5). |
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| Industry | Pooled Investment Fund (Other Investment Fund) |
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| Who is paid to sell it | No sales compensation recipients listed on this filing. |
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| Money to insiders | Sales commissions: $0 · Finder's fees: $0 · Proceeds to officers, directors, promoters: $0 (est.) Issuer's note: The Manager of the Issuer is entitled to a management fee from the Issuer, which is disclosed in the Confidential Private Placement Memorandum of the Issuer. |
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| Signed by | Joseph Brian Murray, President of Manager of Issuer (Oct 23, 2025) |
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| Changes vs previous filing | - total sold: $3,875,000 (Feb 16, 2023) → $21,250,000 (Oct 23, 2025)
- remaining: $26,125,000 (Feb 16, 2023) → $8,750,000 (Oct 23, 2025)
- investors: 4 (Feb 16, 2023) → 7 (Oct 23, 2025)
Compared with the D filed Feb 16, 2023 ( EDGAR ↗). Fields compared: total sold, total offering, remaining, investors, non-accredited investors (count), non-accredited investors reported, minimum investment, sales commissions, finder's fees, proceeds to insiders, date of first sale, industry, fund type, exemption, revenue range, net asset value range, securities offered, may last more than one year, related persons, sales-compensation recipients. Amendment history as filed; no conclusion is drawn. |
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| Market context | Minimum investment: $250,000. Typical range for similar offerings: $1,000–$100,000.
Offering size: $30,000,000. Typical range: $155,000–$5,250,000.
Investors: 7. Typical range: 4–27."Similar" = Pooled Investment Fund, Rule 506(b). Based on 83,801 Form D filings 2021–2026 in the same industry and exemption (Pooled Investment Fund, Rule 506(b); original Form D notices, one per offering) (Form D data, SEC). Ranges are the middle half (25th–75th percentile) of the filings that reported each value: minimum investment 42,272, offering size 46,794, investors 57,577. Computed by PartnerFacts as of Oct 23, 2026, 5:45 PM ET. No ranking or score. Source: PartnerFacts data & coverage. |
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| Source | This filing on SEC EDGAR ↗ · retrieved from the SEC Form D bulk data set · PartnerFacts data last updated Oct 23, 2026, 5:45 PM ET |
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Feb 16, 2023 D Pooled Investment Fund — $3,875,000 sold of $30,000,000 · 4 investors EDGAR ↗
| Filing | Form D filed Feb 16, 2023SEC file no. 021-473616 · accession 0001966090-23-000001 · filing 1 of 2 in this offering |
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| Raise progress | $3,875,000 sold of $30,000,000 offered (13%) · $26,125,000 remaining · first sale Jun 10, 2022 |
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| Filing timing | Date of first sale: Jun 10, 2022 · Form D filed: Feb 16, 2023 (251 days after first sale) Rule: a Form D is generally due within 15 days after the first sale. Both dates are shown as reported; no conclusion is drawn. |
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| Time since first sale | 1,597 days (4.4 years) |
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| Annual amendments | Issuer reported the offering may last more than one year. Most recent amendment for this offering in our index: Oct 23, 2025 (EDGAR ↗). Rule: an ongoing offering generally files an amendment at least annually. Dates shown as reported; no conclusion is drawn. |
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| Investors | 4 total · issuer reported no non-accredited investors |
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| Exemption claimed | Rule 506(b) — no general advertising; up to 35 non-accredited investors allowed; Investment Company Act 3(c) private-fund exclusion — the issuer is a fund not registered as an investment company; Investment Company Act 3(c)(1) — private fund limited to 100 beneficial owners |
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| Minimum investment accepted | $250,000 |
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| Securities offered | Pooled investment fund interests |
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| Entity details | Organized in DELAWARE · formed more than five years before filing · net asset value range: Decline to Disclose (state and year as reported on the issuer's latest filing) As reported by the issuer on Form D (Items 1–2 and 5). |
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| Industry | Pooled Investment Fund (Other Investment Fund) |
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| Who is paid to sell it | No sales compensation recipients listed on this filing. |
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| Money to insiders | Sales commissions: $0 · Finder's fees: $0 · Proceeds to officers, directors, promoters: $0 (est.) Issuer's note: The Manager of the Issuer is entitled to a management fee from the Issuer, which is disclosed in the Confidential Private Placement Memorandum of the Issuer. |
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| Signed by | Joseph Brian Murray, President of Manager of Issuer (Jan 20, 2023) |
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| Market context | Minimum investment: $250,000. Typical range for similar offerings: $1,000–$100,000.
Offering size: $30,000,000. Typical range: $155,000–$5,250,000.
Investors: 4. Typical range: 4–27."Similar" = Pooled Investment Fund, Rule 506(b). Based on 83,801 Form D filings 2021–2026 in the same industry and exemption (Pooled Investment Fund, Rule 506(b); original Form D notices, one per offering) (Form D data, SEC). Ranges are the middle half (25th–75th percentile) of the filings that reported each value: minimum investment 42,272, offering size 46,794, investors 57,577. Computed by PartnerFacts as of Oct 23, 2026, 5:45 PM ET. No ranking or score. Source: PartnerFacts data & coverage. |
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| Source | This filing on SEC EDGAR ↗ · retrieved from the SEC Form D bulk data set · PartnerFacts data last updated Oct 23, 2026, 5:45 PM ET |
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Amendment history — 1 amendment on this page, each compared with the filing before it in the same offering
| Amendment filed | File no. | Compared with | What changed (both values as filed) |
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| Oct 23, 2025 EDGAR ↗ | 021-473616 | Feb 16, 2023 D | total sold: $3,875,000 (Feb 16, 2023) → $21,250,000 (Oct 23, 2025) · remaining: $26,125,000 (Feb 16, 2023) → $8,750,000 (Oct 23, 2025) · investors: 4 (Feb 16, 2023) → 7 (Oct 23, 2025) |
Fields compared: total sold, total offering, remaining, investors, non-accredited investors (count), non-accredited investors reported, minimum investment, sales commissions, finder's fees, proceeds to insiders, date of first sale, industry, fund type, exemption, revenue range, net asset value range, securities offered, may last more than one year, related persons, sales-compensation recipients. Values as filed; no conclusion is drawn.
All Form D filings for this CIK on SEC EDGAR ↗. History: 0 new offerings in the last 12 months (new offering = a Form D that is not an amendment) · most recent filing Oct 23, 2025. Industry as reported, by offering: One offering, reported as Pooled Investment Fund (Feb 16, 2023).
Key people 2
Officers, directors and promoters the issuer itself named on its Form D. Tap a name for every other deal they are on.
| Name | Relationship | Address state | On filings (first → last) | Also listed on |
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| JM Joseph Brian Murray | Executive Officer Issuer's note: President of Manager of the Issuer. | PA | Feb 16, 2023 → Oct 23, 2025 on 2 of 2 filings listed on the latest filing | 3 other issuers |
| SC Shift Catalyst GP LLC entity | Executive Officer Issuer's note: Manager of Issuer | PA | Feb 16, 2023 → Oct 23, 2025 on 2 of 2 filings listed on the latest filing | — |
Executive officers, directors and promoters as self-reported by the issuer, one row per person. Spellings of the same name (same first and last name, or the same full name that EDGAR split differently into middle and last name) with no conflicting middle initial are shown on one row (none on this issuer); dates and counts come from the filings that list each name. Licensed persons: FINRA BrokerCheck ↗ · SEC IAPD ↗.
Connections
Other issuers listing the same people:
Shared address: this business address appears on filings for 1 other issuer. Stated as a count only (suite numbers ignored) — many addresses are shared office buildings or registered agents. As of Oct 23, 2026, 5:45 PM ET.
Other offering types (Regulation A and Regulation Crowdfunding)
Searched SEC Regulation A Data Sets (Forms 1-A, 1-K, 1-Z; 2015 Q2 → 2026 Q3); SEC Crowdfunding Offerings Data Sets (Form C family; 2016 Q2 → 2026 Q3); EDGAR form index for 2026 Q3 → 2026 Q4 (51,358 records as of Oct 23, 2026, 8:41 PM ET) — nothing matched this name.
Adviser registration (Form ADV)
Searched SEC Form ADV bulk data (registered + exempt reporting advisers) (24,962 records as of Oct 2, 2026, 8:00 AM ET) — nothing matched Shift Catalyst LLC.
Meta advertising
No Meta Pixel ids or Facebook / Instagram page links on file for Shift Catalyst LLC as of Oct 24, 2026 — the sponsor website is read for them once it is on file (runs automatically). Meta Ad Library: not searched by PartnerFacts (no API access); a one-tap Ad Library search is under Look further.
Public profiles
Public profiles official links and public statements, each with its source and date
- shiftcapital.us ↗ found via shiftcapital.us — same registered sponsor family (group "Shift"); known from issuer CIK 1989839 (form-c)
Sources searched for a website: Form C data set (issuer websites as filed), Form ADV data set (Item 1.I of matched advisers) — as of Oct 23, 2026, 11:20 PM ET: none on file for this issuer. The sponsor website, the Internet Archive and GDELT news index are read only once a site is on file; a sponsor's website comes from the issuer's own filings (Form C issuer website; EDGAR company profile), an approved profile claim, Form ADV Item 1.I of its matched adviser, or a web search for the issuer name confirmed on the site's own homepage. We never collect personal or family accounts.
Entity standing: not checked (no official programmatic source for PA yet).
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Corrections log
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Filing-to-filing changes are in Amendment history above.