Form D

FORM D

Notice of Exempt Offering of Securities

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

OMB APPROVAL

OMB Number: 3235-0076

Estimated Average burden hours per response: 4.0

1. Issuer's Identity

CIK (Filer ID Number)

Previous Name(s)

None

Entity Type

0001799240

Corporation

Limited Partnership

Limited Liability Company

General Partnership

Business Trust

Other

CAYMAN ISLANDS EXEMPTED COMPANY

Name of Issuer

LANDSCAPE OFFSHORE HL FUND LTD.

Jurisdiction of Incorporation/Organization

CAYMAN ISLANDS

Year of Incorporation/Organization

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

LANDSCAPE OFFSHORE HL FUND LTD.

Street Address 1

Street Address 2

MOURANT GOVERNANCE SERVICES (CAYMAN) LTD

94 SOLARIS AVENUE

City

State/Province/Country

ZIP/Postal Code

Phone No. of Issuer

GRAND CAYMAN

CAYMAN ISLANDS

KY1-1108

201-266-7984

3. Related Persons

Last Name

First Name

Middle Name

LANDSCAPE CAPITAL MANAGEMENT LLC

Street Address 1

Street Address 2

285 Grand Avenue

Building 1

City

State/Province/Country

ZIP/Postal Code

Englewood

NEW JERSEY

07631

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Investment Manager

Last Name

First Name

Middle Name

Fletcher

Christine

Street Address 1

Street Address 2

C/O Pontis Global, Suite 115, Windward 3

Regatta Office Park, West Bay Road

City

State/Province/Country

ZIP/Postal Code

Grand Cayman

CAYMAN ISLANDS

KY1-1103

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name

First Name

Middle Name

Danley

Alaina

Street Address 1

Street Address 2

C/O Waystone Governance Ltd

STE 5B201, FL 2, 1 Nexus Way, Box 2587

City

State/Province/Country

ZIP/Postal Code

Camana Bay, Grand Cayman

CAYMAN ISLANDS

KY1 1103

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name

First Name

Middle Name

Morell

Michael

Street Address 1

Street Address 2

285 Grand Avenue

Building 1

City

State/Province/Country

ZIP/Postal Code

Englewood

NEW JERSEY

07631

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

*Is the issuer registered as an investment company under the Investment Company Act of 1940?
Radio button not checked

Yes

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

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

$25,000,001 - $50,000,000

$25,000,001 - $100,000,000

$50,000,001 - $100,000,000

Over $100,000,000

Decline to Disclose

Not Applicable

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

Rule 504(b)(1) (not (i), (ii)
or (iii))

Rule 506(b)

Rule 504 (b)(1)(i)

Rule 506(c)

Rule 504 (b)(1)(ii)

Securities Act Section 4(a)(5)

Rule 504 (b)(1)(iii)

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)

Section 3(c)(7)

7. Type of Filing

New Notice

Date of First Sale

2016-04-01

First Sale Yet to Occur

Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?

Yes

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

Pooled Investment Fund Interests

Equity

Tenant-in-Common Securities

Debt

Mineral Property Securities

Option, Warrant or Other Right to Acquire Another Security

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

Clarification of Response (if Necessary)

11. Minimum Investment

Minimum investment accepted from any outside investor

100000

USD

12. Sales Compensation

Recipient

Recipient CRD Number

None

Neal Tracey Berger

002079049

(Associated) Broker or Dealer

None

(Associated) Broker or Dealer CRD Number

None

OLD CITY SECURITIES LLC

000171910

Street Address 1

Street Address 2

589 FIFTH AVENUE PH

SUITE 29

City

State/Province/Country

ZIP/Postal Code

NEW YORK

10017

State(s) of Solicitation

All States

Foreign/Non-US

NEW YORK

Recipient

Recipient CRD Number

None

Nathan Z. Anderson

005868316

(Associated) Broker or Dealer

None

(Associated) Broker or Dealer CRD Number

None

ClaritySpring Securities LLC

000281901

Street Address 1

Street Address 2

142 W. 57TH STREET

11TH FLOOR

City

State/Province/Country

ZIP/Postal Code

NEW YORK

10019

State(s) of Solicitation

All States

Foreign/Non-US

NEW YORK

Recipient

Recipient CRD Number

None

Perkins Fund Marketing LLC

000045642

(Associated) Broker or Dealer

None

(Associated) Broker or Dealer CRD Number

None

Street Address 1

Street Address 2

1001 N US HIGHWAY 1

SUITE 204

City

State/Province/Country

ZIP/Postal Code

JUPITER

FLORIDA

33477

State(s) of Solicitation

All States

Foreign/Non-US

ALASKA

ARIZONA

CALIFORNIA

COLORADO

CONNECTICUT

DELAWARE

DISTRICT OF COLUMBIA

FLORIDA

GEORGIA

HAWAII

ILLINOIS

LOUISIANA

MAINE

MARYLAND

MASSACHUSETTS

MICHIGAN

MINNESOTA

MISSOURI

NEBRASKA

NEW HAMPSHIRE

NEW JERSEY

NEW YORK

NORTH CAROLINA

OHIO

OKLAHOMA

OREGON

PENNSYLVANIA

RHODE ISLAND

TENNESSEE

TEXAS

VERMONT

VIRGINIA

WASHINGTON

WYOMING

Recipient

Recipient CRD Number

None

Shane Irving Burn

002667777

(Associated) Broker or Dealer

None

(Associated) Broker or Dealer CRD Number

None

BRADLEY, WOODS & CO.

000013660

Street Address 1

Street Address 2

845 THIRD AVE

SUITE 1703

City

State/Province/Country

ZIP/Postal Code

NEW YORK

10022

State(s) of Solicitation

All States

Foreign/Non-US

ARIZONA

CALIFORNIA

COLORADO

CONNECTICUT

DELAWARE

FLORIDA

GEORGIA

ILLINOIS

MARYLAND

MICHIGAN

MINNESOTA

NEW JERSEY

NEW YORK

NORTH CAROLINA

OHIO

OKLAHOMA

OREGON

PENNSYLVANIA

TEXAS

VIRGINIA

WASHINGTON

WISCONSIN

Recipient

Recipient CRD Number

None

Profor Securities, LLC

000136084

(Associated) Broker or Dealer

None

(Associated) Broker or Dealer CRD Number

None

Street Address 1

Street Address 2

800 WESTCHESTER AVE

SUITE 641N

City

State/Province/Country

ZIP/Postal Code

RYE BROOK

NEW YORK

10573

State(s) of Solicitation

All States

Foreign/Non-US

ARIZONA

CALIFORNIA

COLORADO

CONNECTICUT

DELAWARE

DISTRICT OF COLUMBIA

FLORIDA

GEORGIA

HAWAII

ILLINOIS

INDIANA

MARYLAND

MASSACHUSETTS

MICHIGAN

MINNESOTA

MISSOURI

NEW JERSEY

NEW YORK

NORTH CAROLINA

OHIO

OREGON

PENNSYLVANIA

RHODE ISLAND

SOUTH CAROLINA

TENNESSEE

TEXAS

VIRGINIA

WASHINGTON

WEST VIRGINIA

WISCONSIN

13. Offering and Sales Amounts

Total Offering Amount

USD

Indefinite

Total Amount Sold

66900000

USD

Total Remaining to be Sold

USD

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,
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:

15. Sales Commissions & Finders’ 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

1940823

USD

Estimate

Finders' Fees

USD

Estimate

Clarification of Response (if Necessary)

The recipients listed in Item 12 are paid an amount equal to a percentage of the management fee paid to the Investment Manager attributable to certain assets under management and/or the incentive fee.

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.

USD

Estimate

Clarification of Response (if Necessary)

The Investment Manager is paid customary management fees and non-affiliated Directors are paid customary directors' fees.

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, 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 it 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.

All Issuers

Signature

Name of Signer

Title

Date

LANDSCAPE OFFSHORE HL FUND LTD.

/s/ George Papadopoulos

George Papadopoulos

Chief Compliance Officer

2026-03-20