CLEVELAND CAPITAL SEC FORM D REVIEW
Cleveland Capital stands apart from newly formed private funds because its regulatory trail stretches back decades and can be cross-checked across several different SEC disclosure systems. Cleveland Capital Management, L.L.C. states that it was formed in 1996 in Rocky River, Ohio, while Cleveland Capital, L.P.'s current Form D history reports January 1, 1997 as the date of first sale. The latest reviewed amendment, filed September 12, 2025, identifies the vehicle as a Delaware limited partnership and a hedge fund relying on Rule 506(b) and Investment Company Act Section 3(c)(1). Unlike a closed fundraising round with a fixed target, the offering amount is listed as indefinite. The filing reports $40,452,676 of interests sold to 131 investors, including seven investors who did not qualify as accredited investors, and states that the offering is expected to continue for more than one year. Those figures should be read as cumulative securities sold under the offering rather than as a current NAV, performance figure or estimate of the manager's total assets.
The identity chain is particularly strong. Cleveland Capital Management, L.L.C. is identified as the general partner of Cleveland Capital, L.P.; Wade Massad and John Shiry have historically been disclosed as managing members of the general partner, and Wade Massad signed the latest reviewed Form D amendment. The manager's official website uses the same 1250 Linda Street, Suite 304, Rocky River address and the same 440-333-4925 telephone number found in the SEC records, while directly listing both Massad and Shiry. Historical Form ADV material also identifies Cleveland Capital Management, L.L.C. under CRD 145950 and SEC file number 801-68666. That combination materially reduces the name-confusion problem present in many Form D investigations: the issuer, general partner, website, regulatory adviser record, address and principals converge on the same operating organization rather than on loosely connected entities carrying similar names.
Cleveland Capital's stated investment philosophy is also unusually testable against public securities filings. The manager describes its approach as applying private-equity-style fundamental analysis to public-market securities, seeking companies trading at substantial discounts to estimated intrinsic or private-market value. Public descriptions characterize Cleveland Capital, L.P. as fundamental, deep-value, event-driven and constructively activist, with particular attention to small- and micro-cap equities. That positioning is not merely marketing language. During 2026, Cleveland Capital Management, Cleveland Capital, L.P., Wade Massad and John Shiry continued appearing together in Schedule 13G ownership filings involving public companies including AXT, Inc. and Virco Mfg. Corporation. Separate 2026 amendments involving Flux Power Holdings also connect the same management group with Rocky River Specific Opportunities Fund LLC. These filings provide a rare external window into what the organization actually owns or has owned and reinforce the picture of a concentrated public-equity investment operation rather than a passive diversified index-style fund.
The 2026 ownership filings add useful detail to the strategy. In the AXT filings, Cleveland Capital Management and Cleveland Capital, L.P. were reported together as significant holders of the semiconductor-materials company's common stock, while Wade Massad and John Shiry appeared as associated reporting persons. Virco Mfg., a public manufacturer of educational and commercial furniture, likewise generated a 2026 Schedule 13G and later amendment from the Cleveland Capital group. Flux Power, an industrial battery and energy-storage company, has an even longer chain of Cleveland Capital-related beneficial-ownership amendments, with Rocky River Specific Opportunities Fund also appearing in the reporting group. The industries differ substantially, but the companies share characteristics frequently associated with deep-value small-cap investing: relatively modest market capitalizations, specialized operating businesses, limited mainstream institutional coverage and the potential for valuation gaps between public trading prices and an investor's estimate of underlying business value. This public ownership record therefore gives prospective investors something uncommon in private-fund diligence — independently observable evidence that broadly matches the manager's stated strategy.
The economics of the private fund require more work than the identity question. The latest Form D reports a $0 minimum accepted investment, but that regulatory entry should not be interpreted as meaning anyone can invest with no minimum; actual subscription requirements can be imposed through private offering documents and investor negotiations. The filing estimates $0 in sales commissions and $15,000 in finder fees, while identifying several compensation recipients or distribution relationships, including McDonald Partners, Fortune Financial Services, Springwater Advisors and other firms appearing in Item 12. The filing explains that certain recipients receive amounts tied to a percentage of management fees attributable to relevant assets and/or the incentive allocation. It separately estimates $3.6 million of offering proceeds as payments to related persons and explains that the general partner receives customary management fees. Those figures make the private placement memorandum, partnership agreement and audited financial statements especially important: Form D does not reveal the precise management-fee rate, incentive allocation percentage, high-water-mark terms, expense allocation, redemption schedule, gates or side-letter arrangements.
For FilingDossier's purposes, Cleveland Capital is therefore a much stronger identity-verification case than a newly created issuer with only one regulatory filing. Its manager can be matched across the official website, Form ADV history, Form D filings and current public-company ownership disclosures, and the named principals have remained visible over a long period. The more important unresolved questions are investment questions rather than existence questions. Investors should verify current AUM and NAV, historical net and gross returns, drawdowns across difficult small-cap cycles, position concentration, turnover, liquidity under stressed conditions, use of leverage or derivatives, redemption restrictions, valuation procedures for illiquid securities, allocation between Cleveland Capital, L.P. and Rocky River Specific Opportunities Fund, and whether audited financial statements reconcile with the cumulative $40.45 million Form D sales figure.
KEY FINDINGS Cleveland Capital Management says it was formed in 1996, while the SEC Form D history for Cleveland Capital, L.P. identifies January 1, 1997 as the first-sale date. The latest reviewed Form D amendment reports an indefinite Rule 506(b) hedge-fund offering with $40,452,676 sold to 131 investors and seven existing non-accredited investors. Cleveland Capital Management is the general partner, and Wade Massad and John Shiry are the key long-standing principals. The manager's website, Form ADV information and SEC filing addresses align at 1250 Linda Street, Suite 304 in Rocky River, Ohio. Most importantly, 2026 Schedule 13G filings involving AXT, Virco Mfg. and Flux Power provide independent evidence that the group remains active in concentrated public-equity investing consistent with its stated small-cap deep-value and event-driven mandate.
REGULATORY AND ENTITY PENETRATION Issuer CIK: 0001035648 Manager CRD: 145950 Historical SEC Adviser File Number: 801-68666 Manager SEC reporting CIK used in beneficial-ownership filings: 0001604742 Jurisdiction of Fund: Delaware Primary Office: Rocky River, Ohio Website-address match: Confirmed Website-phone match: Confirmed Wade Massad relationship: Managing member / principal / Form D signatory John Shiry relationship: Managing member / principal Fund classification: Hedge fund / pooled investment fund
PUBLIC-MARKET EVIDENCE AXT, Inc.: Cleveland Capital Management, Cleveland Capital, L.P., Wade Massad and John Shiry appeared together in 2025–2026 Schedule 13G filings concerning the semiconductor-materials issuer. Virco Mfg. Corporation: Cleveland Capital filed an initial Schedule 13G in February 2026 followed by an amendment in July 2026. Flux Power Holdings, Inc.: Cleveland Capital has appeared through numerous beneficial-ownership amendments, with Rocky River Specific Opportunities Fund LLC also appearing alongside the principal Cleveland Capital entities. Interpretation: These filings independently support Cleveland Capital's description of itself as an active investor in smaller publicly traded operating companies, but individual Schedule 13G positions should not be treated as a complete portfolio.
SEC SNAPSHOT Latest Reviewed Form D Amendment: September 12, 2025 Principal Office: Rocky River, Ohio Offering: Indefinite Total Investors: 131 Non-Accredited Investors Reported: 7 Minimum Investment Reported: $0 Security Type: Equity / Pooled Investment Fund Interests Federal Exemption: Rule 506(b) Offering Duration: More than one year Sales Commissions: $0 estimated Finder Fees: $15,000 estimated Related-Person Payments: $3,600,000 estimated Explanation of Related Payments: General partner receives customary management fees NAV Range: Declined to disclose
FUND ECONOMICS AND DISTRIBUTION The Form D identifies outside compensation relationships including McDonald Partners, Rehmann Financial Network, Cascade Partners BD, Fortune Financial Services and Springwater Advisors. The filing states that listed recipients may receive compensation based on a percentage of management fees attributable to certain assets under management and/or the incentive allocation. This matters because investors evaluating historical performance should compare gross investment results with all management fees, incentive allocations, fund expenses and distribution-related economics rather than relying on portfolio appreciation alone.
CORE INVESTOR QUESTIONS Prospective investors should request the current private placement memorandum and partnership agreement; confirm the actual management fee and incentive allocation; review audited annual returns since inception; compare gross versus net performance; examine maximum drawdown and downside capture during small-cap bear markets; identify the ten largest current positions and percentage concentration; determine average daily trading liquidity relative to position size; establish redemption frequency, notice requirements and any gates; understand whether the portfolio uses leverage, shorting or derivatives; identify the independent auditor, administrator, custodian and prime broker; and obtain the manager's policy for allocating opportunities between Cleveland Capital, L.P., Rocky River Specific Opportunities Fund and any separately managed accounts.
CORE RISKS Cleveland Capital's small- and micro-cap focus can expose investors to substantial liquidity, volatility and price-discovery risk because relatively modest trades may move underlying securities materially. Deep-value positions can remain undervalued for extended periods, while event-driven or activist theses can fail if catalysts do not materialize. Concentration may increase both upside and downside relative to diversified portfolios. Schedule 13G filings reveal only positions that trigger reporting requirements and therefore cannot reconstruct the full portfolio. The $40.45 million Form D amount sold is cumulative fundraising information, not current NAV, current AUM or performance. Investors should also examine how management fees, incentive allocations and compensation paid through distribution relationships affect net returns.
PRIMARY EVIDENCE REVIEWED SEC Form D and Form D/A filings for Cleveland Capital, L.P. SEC Form ADV records for Cleveland Capital Management, L.L.C. Cleveland Capital Management official website. 2026 SEC Schedule 13G/A filings concerning AXT, Inc. 2026 SEC Schedule 13G and 13G/A filings concerning Virco Mfg. Corporation. 2026 SEC Schedule 13G amendments concerning Flux Power Holdings, Inc. SEC joint-filing exhibits identifying Cleveland Capital Management, Cleveland Capital, L.P., Wade Massad, John Shiry and Rocky River Specific Opportunities Fund.
IMPORTANT FORM D NOTICE Form D is an exempt-offering notice and does not represent SEC approval of Cleveland Capital, its strategy, its historical returns or its offering terms. Schedule 13G filings establish reported beneficial ownership positions but do not establish that those investments were profitable or represent the fund's entire portfolio. Form ADV registration history and regulatory identifiers establish regulatory records, not an endorsement by the SEC. Independent investment diligence should therefore focus on audited performance, current financial statements, liquidity, portfolio concentration, service providers, offering documents and fee economics.