This is the Primary Document downloaded from EDGAR on 5/10/2021 5:19:12 PM EST for EFDID 238297 and Accession Number 0001013594-21-000468.

Please note that this is not the current Accession Number for this EFDId.

SEC FORM D/A

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
None
Entity Type
0001705844
Hunting Hill Offshore Fund, SPC - Flagship Arbitrage, SP & Conservative Arbitrage, SP
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
Hunting Hill Offshore Fund, SPC - Flagship Arbitrage, SP
Jurisdiction of Incorporation/Organization
CAYMAN ISLANDS
Year of Incorporation/Organization
X Over Five Years Ago
Within Last Five Years (Specify Year)
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Hunting Hill Offshore Fund, SPC - Flagship Arbitrage, SP
Street Address 1 Street Address 2
C/O Ocorian Trust (Cayman) Limited Windward 3, Regatta Office Park,Box 1350
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
GRAND CAYMAN CAYMAN ISLANDS KY1-1108 640-442-2792

3. Related Persons

Last Name First Name Middle Name
Guren Adam
Street Address 1 Street Address 2
122 EAST 42ND STREET SUITE 5005
City State/Province/Country ZIP/PostalCode
NEW YORK NEW YORK 10168
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Douglas Dozier
Street Address 1 Street Address 2
122 EAST 42ND STREET SUITE 5005
City State/Province/Country ZIP/PostalCode
NEW YORK NEW YORK 10168
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Hardiman Joe
Street Address 1 Street Address 2
Carne Global Financial Services Limited P.O. Box 851
City State/Province/Country ZIP/PostalCode
Spring Lake NEW JERSEY 07762
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Collins Jennifer
Street Address 1 Street Address 2
Grand Pavilion Commercial Centre 802 West Bay Road, P.O. Box 30872
City State/Province/Country ZIP/PostalCode
Grand Cayman CAYMAN ISLANDS KY1-1204
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Hoffman Adam
Street Address 1 Street Address 2
122 EAST 42ND STREET SUITE 5005
City State/Province/Country ZIP/PostalCode
NEW YORK NEW YORK 10168
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Mr. Hoffman is the Chief Compliance Officer of Hunting Hill Global Capital, LLC, the investment manager of the issuer.

4. Industry Group

Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
X Pooled Investment Fund
X Hedge Fund
Private Equity Fund
Venture Capital Fund
Other Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes X No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
Over $100,000,000 Over $100,000,000
Decline to Disclose X Decline to Disclose
Not Applicable Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
X Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
X Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
X Section 3(c)(7)

7. Type of Filing

New Notice Date of First Sale 2017-01-01 First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
X Yes No

9. Type(s) of Securities Offered (select all that apply)

X Equity X Pooled Investment Fund Interests
Debt Tenant-in-Common Securities
Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $1,000,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number None
James Lawler 2346453
(Associated) Broker or Dealer None
(Associated) Broker or Dealer CRD Number None
ALT Fund Distributors 146547
Street Address 1 Street Address 2
140 E. 45th Street Suite 15B
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10017
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 All States
Foreign/non-US
ALASKA
ARIZONA
CALIFORNIA
COLORADO
CONNECTICUT
FLORIDA
IDAHO
ILLINOIS
INDIANA
KANSAS
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSOURI
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW YORK
NORTH CAROLINA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
TENNESSEE
TEXAS
VIRGINIA
WASHINGTON
WISCONSIN
Recipient
Recipient CRD Number None
Sunil Brett Sachdev 3016328
(Associated) Broker or Dealer None
(Associated) Broker or Dealer CRD Number None
ALT Fund Distributors 146547
Street Address 1 Street Address 2
140 E. 45th Street Suite 15B
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10017
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 All States
Foreign/non-US
ALASKA
ARIZONA
CALIFORNIA
COLORADO
CONNECTICUT
FLORIDA
IDAHO
ILLINOIS
INDIANA
KANSAS
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSOURI
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW YORK
NORTH CAROLINA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
TENNESSEE
TEXAS
VIRGINIA
WASHINGTON
WISCONSIN
Recipient
Recipient CRD Number None
Greg Coleman 2504279
(Associated) Broker or Dealer None
(Associated) Broker or Dealer CRD Number None
Pickwick Capital Partners 130672
Street Address 1 Street Address 2
445 Hamilton Avenue SUITE 1102
City State/Province/Country ZIP/Postal Code
White Plains NEW YORK 10601
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 All States
Foreign/non-US
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
DISTRICT OF COLUMBIA
FLORIDA
GEORGIA
ILLINOIS
INDIANA
IOWA
LOUISIANA
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW YORK
NORTH CAROLINA
OHIO
OREGON
PENNSYLVANIA
RHODE ISLAND
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WYOMING
Recipient
Recipient CRD Number None
PJT Park Hill 171058
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
280 Park Avenue 15th Floor
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10017
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount USD
or X Indefinite
Total Amount Sold $67,829,430 USD
Total Remaining to be Sold USD
or X Indefinite

Clarification of Response (if Necessary):

14. Investors

 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
80

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
X Estimate
Finders' Fees $0 USD
X Estimate

Clarification of Response (if Necessary):

Each entity listed in Item 12 above is paid directly or indirectly commissions or similar sales compensation equal to a percentage of the management fee paid to the investment manager and the incentive allocation made to the master fund's general partner.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
X Estimate

Clarification of Response (if Necessary):

The investment manager of the Issuer, Hunting Hill Global Capital, LLC, is entitled to receive a management fee equal to a percentage of the Issuer's net asset value.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
Hunting Hill Offshore Fund, SPC - Flagship Arbitrage, SP /s/ Adam Guren Adam Guren Director 2021-05-10

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.