RESEARCH

Two Coin Capital SEC Form D Review 2026: New $1M Onshore and $5M Offshore Hedge Funds Linked to the No Street Capital Address

Two Coin Capital SEC Form D Review 2026: New $1M Onshore and $5M Offshore Hedge Funds Linked to the No Street Capital Address

INDEPENDENT VERDICT

Two Coin Capital is a newly created 2026 hedge-fund structure rather than an established fund with years of standalone performance. Two Coin Capital LP was organized in Delaware in 2026 and filed its first Form D on August 17, 2026. The filing identifies Two Coin Capital GP LLC as general partner and Craig N. Baum as manager of that GP, classifies the issuer as a hedge fund, relies on Rule 506(b) and Investment Company Act Section 3(c)(7), and reports an indefinite offering with a $1 million minimum investment. Critically, first sale had not yet occurred, $0 had been sold and investor count remained zero. One month later, Two Coin Capital Offshore Ltd appeared as a separate Cayman Islands exempted company. Its September 18 filing uses the same hedge-fund classification, Rule 506(b) and Section 3(c)(7), but raises the minimum to $5 million and likewise reports no first sale, $0 sold and zero investors. The parallel timing and naming strongly indicate an onshore/offshore architecture designed for different investor populations rather than two unrelated funds.

The most important research story sits behind the address and people rather than the words "Two Coin." The U.S. fund lists 505 Montgomery Street, Suite 1250, San Francisco and telephone number 415-801-4460. Those exact identifiers have appeared repeatedly for years in SEC filings connected to Harvest Small Cap Partners and No Street Capital. HSCP Strategic III used the same address and telephone number, identifying Harvest Small Cap Partners GP, No Street Capital LLC and Jeffrey Osher in its ownership and control chain. Older Harvest Small Cap Partners Qualified filings likewise use the same office and phone number. No Street GP LP is independently listed in SEC IAPD under CRD 299240 and SEC file 801-114360, with SEC registration effective November 30, 2018 and No Street Capital LLC shown as an alternative business name. This provides a much stronger manager-level linkage than a coincidental San Francisco mailing address alone.

Personnel deepen that connection. Craig Baum is the only individual related person named in Two Coin Capital LP's August filing and signs the Form D as manager of Two Coin Capital GP LLC. Public professional records identify a Craig Baum as a founding partner at No Street Capital, with prior roles at Harvest Capital Strategies and earlier experience at Summit Partners. The offshore fund creates another direct bridge: Michael Moscuzza is listed as a director using 505 Montgomery Street, while SEC filings for HSCP Strategic IV identify Michael Moscuzza as an executive officer of No Street Capital LLC at the same address. No Street's public profile separately identifies Moscuzza as responsible for institutional investor relationships and product development. The Cayman fund also lists Paul Stevenson and Philip Cater as directors, providing offshore governance personnel in addition to the U.S.-based investment-management connection.

THE STRUCTURE LOOKS LIKE A NEW PRODUCT INSIDE AN ESTABLISHED HEDGE-FUND OPERATING PLATFORM

No Street Capital describes itself publicly as a San Francisco investment firm established in 2018 and states that affiliated Harvest Small Cap Partners funds have been managed since 2005. Historical SEC filings support that operating history. Harvest Small Cap Partners Qualified has used a hedge-fund classification and Section 3(c)(7), while HSCP Strategic IV and earlier Harvest vehicles show the same legal ecosystem around No Street Capital, Jeffrey Osher, Michael Moscuzza and the 505 Montgomery Street office. SEC ownership filings also show No Street entities acting as investment advisers in public equity positions. Those facts support the conclusion that Two Coin is emerging from a functioning investment-management infrastructure rather than from principals with no visible fund history. They do not establish that Two Coin follows the same small-cap equity strategy used historically by Harvest.

That strategy distinction is especially important because the name "Two Coin Capital" could invite an unsupported assumption that the fund is cryptocurrency-focused. The Form D provides no such description. It classifies both vehicles simply as hedge funds and does not disclose portfolio holdings, asset classes, digital-asset exposure, public-equity exposure, derivatives, shorts, leverage, geographic limits or benchmark. The domestic filing says the investment adviser receives investment-management fees and the general partner receives a performance allocation, but gives no percentage. The offshore filing similarly states that its investment adviser receives management fees and performance allocation fees. Without the private placement memorandum, it would be speculative to state that Bitcoin, Ethereum or any other crypto asset is part of the strategy merely because "Coin" appears in the legal name.

ONSHORE AND OFFSHORE TERMS ALREADY SHOW MATERIAL DIFFERENCES

The two legal vehicles are not identical. Two Coin Capital LP is a Delaware limited partnership issuing limited-partner interests and pooled investment fund interests. Its stated minimum investment is $1 million. Two Coin Capital Offshore Ltd is a Cayman Islands exempted company issuing participating shares and sets a $5 million minimum. Both are Section 3(c)(7) hedge funds using Rule 506(b), both intend their offerings to remain open for more than one year, and both reported $0 sold and zero investors when first filed. The offshore fund is domiciled through Maples Corporate Services Limited at Ugland House in George Town, which is a common Cayman corporate-services structure and should not be confused with the investment manager's U.S. operating address. Michael Moscuzza's San Francisco address inside the offshore filing provides the strongest direct operating bridge back to the U.S. platform.

The minimum-investment spread itself is notable. A $1 million U.S. minimum already places the domestic LP firmly in an institutional or very-high-net-worth category, while the $5 million offshore minimum implies an even more concentrated investor base. Because both are 3(c)(7) vehicles, investor qualification will depend on qualified-purchaser and subscription requirements rather than merely meeting the stated dollar minimum. Neither Form D identifies a broker receiving sales compensation, and both report $0 sales commissions and $0 finder fees. The filings therefore resemble direct private-fund distribution rather than a broad retail fundraising program.

THE LAUNCH IS TOO NEW FOR PERFORMANCE CLAIMS

As of their initial filings, neither Two Coin vehicle had accepted a first investor. That means no fund-level track record yet exists in the public SEC record. There is no current NAV, no reported amount raised, no investor concentration data, no realized or unrealized performance, and no portfolio. Any performance history shown to prospective investors would therefore have to come from the managers' predecessor activities, such as No Street or Harvest strategies, or from separately managed accounts. Investors should determine precisely which historical returns are being presented, whether they were generated by the same decision makers and strategy, whether they are audited or composite returns, and whether Two Coin will use the same investment process. Manager continuity can be meaningful, but predecessor results do not become Two Coin's legal fund track record simply because personnel or offices overlap.

This distinction matters even more because No Street has a long visible history in public-equity-oriented structures. If Two Coin represents a new mandate, it may differ materially in gross and net exposure, capitalization range, sector concentration, liquidity, leverage or asset class. If it instead packages an existing No Street strategy for a new investor population, investors should obtain a formal performance-portability explanation showing how predecessor accounts relate to the new fund. The public filings currently do not answer that question.

FINAL ASSESSMENT

Two Coin Capital has a stronger institutional linkage than its brand-new legal history initially suggests. The domestic LP and Cayman offshore company are real SEC Form D issuers. The U.S. vehicle is controlled by Two Coin Capital GP LLC and Craig Baum; the offshore vehicle includes Michael Moscuzza; and the exact San Francisco address and telephone number match a long-running No Street Capital / Harvest Small Cap Partners regulatory footprint. No Street itself is an SEC-registered investment adviser under CRD 299240 / SEC 801-114360. These overlaps provide substantial evidence that Two Coin is connected to an existing professional investment-management operation rather than an isolated shell.

The remaining uncertainty is almost entirely strategy- and economics-related. The filings do not publicly identify the exact adviser to Two Coin by legal name, do not disclose portfolio strategy, do not reveal whether digital assets are involved, and do not state management-fee or performance-allocation percentages. Both funds were still at $0 sold as of their initial notices. Investors should therefore focus on the PPM, LPA or articles, investment-management agreement and subscription documents rather than extrapolating from the Two Coin brand name or from No Street's predecessor funds.

SEC SNAPSHOT

ONSHORE FUND

Issuer: Two Coin Capital LP CIK: 0002150501 SEC File Number: 021-594461 Accession Number: 0000935836-26-000423 Entity Type: Delaware Limited Partnership Formation Year: 2026 Form D Filed: August 17, 2026 Signature Date: August 14, 2026 Principal Address: 505 Montgomery Street, Suite 1250, San Francisco, California 94111 Phone: 415-801-4460 Industry: Pooled Investment Fund / Hedge Fund Federal Exemption: Rule 506(b) Investment Company Act Exclusion: Section 3(c)(7) Security Types: Equity / Pooled Investment Fund Interests / Limited Partner Interests Offering Amount: Indefinite First Sale: Yet to occur Amount Sold: $0 Investors: 0 Minimum Investment: $1,000,000 Offering Duration: More than one year Sales Commissions: $0 estimated Finder Fees: $0 estimated General Partner: Two Coin Capital GP LLC Related Person: Craig N. Baum Form D Signer: Craig N. Baum Investment Adviser: Not named in Item 3; Item 16 confirms an investment adviser receives investment-management fees Performance Compensation: GP receives a performance allocation Current NAV: Declined Current Public Portfolio: None disclosed

OFFSHORE FUND

Issuer: Two Coin Capital Offshore Ltd CIK: 0002156097 Entity Type: Cayman Islands Exempted Company Formation Year: 2026 Form D Filed: September 18, 2026 Signature Date: September 17, 2026 Registered Office: c/o Maples Corporate Services Limited, Ugland House, South Church Street, George Town, Cayman Islands KY1-1104 Phone: 415-801-4460 Industry: Pooled Investment Fund / Hedge Fund Federal Exemption: Rule 506(b) Investment Company Act Exclusion: Section 3(c)(7) Security Types: Equity / Pooled Investment Fund Interests / Participating Shares Offering Amount: Indefinite First Sale: Yet to occur Amount Sold: $0 Investors: 0 Minimum Investment: $5,000,000 Offering Duration: More than one year Sales Commissions: $0 estimated Finder Fees: $0 estimated Director: Michael Moscuzza Director: Paul Stevenson Director: Philip Cater Investment Adviser: Not named in public Form D Management / Performance Compensation: Investment adviser receives investment-management and performance-allocation fees Current NAV: Declined Current Public Portfolio: None disclosed

NO STREET CAPITAL REGULATORY BRIDGE

Legal Adviser Record: No Street GP LP Alternative Name: No Street Capital LLC CRD: 299240 SEC File: 801-114360 SEC Registration Status: Approved / Registered SEC Registration Effective: November 30, 2018 California Notice Filing: November 30, 2018 Headquarters: San Francisco, California Public Establishment Date: 2018 Affiliated Harvest Strategy History: Publicly described as extending to 2005

Important Evidence Links: 505 Montgomery Street, Suite 1250 appears in Two Coin Capital and multiple No Street / Harvest filings. 415-801-4460 appears in Two Coin Capital and older Harvest / HSCP filings. Craig Baum is identified publicly as a No Street founding partner and directly signs the Two Coin onshore filing. Michael Moscuzza appears as Two Coin Offshore director and as an executive officer of No Street Capital in SEC filings. Harvest Small Cap Partners and HSCP Strategic funds use the same office and investment-management ecosystem.

Interpretation: The linkage is strong, but investors should still confirm the actual Two Coin investment-advisory agreement before describing No Street Capital LLC as the legal adviser to the new funds.

RELATED HISTORICAL VEHICLES

Harvest Small Cap Partners Qualified, L.P. CIK: 0001557974 Type: Hedge Fund Exemption: Rule 506(b) Investment Company Act: Section 3(c)(7) Historical control chain includes Harvest Small Cap Partners GP, No Street Capital LLC and Jeffrey Osher.

HSCP Strategic III L.P. CIK: 0001851084 Historical Address: 505 Montgomery Street, Suite 1250 Historical Phone: 415-801-4460 Classification: Private Equity Fund in original filing Control Chain: Harvest Small Cap Partners GP / No Street Capital / Jeffrey Osher

HSCP Strategic IV, L.P. CIK: 0001907007 Address: 505 Montgomery Street, Suite 1250 Includes Michael Moscuzza as Executive Officer of No Street Capital LLC.

These entities demonstrate operating continuity at the address and manager level. They do not prove that Two Coin uses the same investment mandate.

WEBSITE / ENTITY PENETRATION

Two Coin Capital LP SEC filing: Confirmed Two Coin Capital Offshore SEC filing: Confirmed Two Coin Capital GP LLC: Confirmed Craig Baum relationship: Confirmed Michael Moscuzza offshore relationship: Confirmed San Francisco address: Confirmed Telephone number: Confirmed No Street Capital IAPD record: Confirmed No Street SEC registration: Confirmed Harvest Small Cap Partners historical relationship: Confirmed Same address across No Street / Harvest records: Confirmed Same phone number across records: Confirmed No Street website/public profile: Identified Dedicated Two Coin Capital website: Not independently confirmed Exact Two Coin investment adviser legal name: Not stated in reviewed Form D Exact portfolio strategy: Not publicly disclosed Cryptocurrency exposure: Not established Digital-asset mandate: Not established Current prime broker: Not publicly established Current administrator: Not publicly established Current auditor: Not publicly established Current custodian: Not publicly established Fund-level leverage: Not publicly established Net exposure target: Not publicly established Management fee percentage: Not publicly established Performance allocation percentage: Not publicly established

STRATEGY INTERPRETATION

What the filings establish: Two Coin is a hedge fund. The vehicle may hold equity and pooled-fund interests. The investment adviser receives management compensation. The GP / adviser receives performance-based compensation. The vehicles target qualified purchasers. The structure includes U.S. onshore and Cayman offshore wrappers.

What the filings do not establish: Bitcoin exposure. Ethereum exposure. Crypto trading. Token investing. Public small-cap equity investing. Long/short equity. Private equity. Credit. Commodity trading. Macro trading. Options strategy. Gross exposure. Net exposure. Leverage.

The word "Coin" should therefore not be used as evidence of a cryptocurrency strategy without additional manager documentation.

CORE RISKS

Launch-Stage Risk: Both vehicles reported $0 sold and zero investors at their initial filings.

Strategy-Transparency Risk: The exact investment mandate is not publicly described in Form D.

Name-Inference Risk: The legal name may suggest digital assets, but the filings do not establish cryptocurrency exposure.

Predecessor-Performance Risk: No Street and Harvest historical returns should not automatically be presented as Two Coin returns.

Onshore / Offshore Structural Risk: U.S. LP and Cayman participating-share vehicles may have different tax, liquidity, fee and governance characteristics.

High-Minimum Risk: $1 million and $5 million minimums create a concentrated sophisticated-investor base.

Leverage Risk: Hedge-fund leverage limits are not publicly disclosed.

Short-Selling Risk: Whether short positions are permitted is unknown.

Derivative Risk: Derivative authority and counterparty exposure are not publicly disclosed.

Liquidity Risk: Redemption frequency, notice periods, gates, suspensions and side pockets are unknown.

Fee Risk: Management and performance compensation are confirmed, but percentages are undisclosed.

Valuation Risk: If the fund invests in less-liquid assets, valuation procedures may materially affect NAV and performance fees.

Service-Provider Transparency Risk: Current prime broker, custodian, administrator and auditor are not visible in the Form D.

Key-Person Risk: The new Two Coin structure currently has a small publicly identified management footprint.

Allocation-Conflict Risk: If No Street manages Two Coin alongside Harvest and HSCP vehicles, investors should understand opportunity-allocation policies.

CORE INVESTOR QUESTIONS

Investors should ask for the exact legal name and SEC/CRD number of the investment adviser; confirm whether No Street Capital is formally appointed adviser; identify the CIO and portfolio managers; obtain the complete investment mandate; determine whether Two Coin trades digital assets, equities, credit, private securities, derivatives or another asset class; obtain gross and net exposure limits; confirm leverage limits and financing counterparties; identify the prime broker, custodian, administrator and auditor; obtain management-fee and performance-allocation percentages; determine whether a hurdle or high-water mark applies; establish redemption frequency, notice periods, lockups and gates; confirm side-pocket authority; obtain the valuation policy; establish differences between the $1 million onshore LP and $5 million offshore structure; request predecessor performance and identify which accounts or funds generated it; determine whether track-record portability has been independently verified; and review allocation policies between Two Coin, Harvest Small Cap Partners and other No Street-managed vehicles.

PRIMARY EVIDENCE REVIEWED

SEC EDGAR — Two Coin Capital LP Form D filed August 17, 2026 SEC EDGAR — Two Coin Capital Offshore Ltd Form D filed September 18, 2026 SEC IAPD — No Street GP LP / No Street Capital LLC, CRD 299240 / SEC 801-114360 SEC EDGAR — Harvest Small Cap Partners Qualified, L.P. SEC EDGAR — HSCP Strategic III L.P. SEC EDGAR — HSCP Strategic IV, L.P. SEC beneficial-ownership filings involving No Street investment-adviser entities California entity records — Two Coin Capital LP and Two Coin Capital GP LLC No Street Capital public company materials and professional profiles Public professional records concerning Craig Baum and Michael Moscuzza used only where consistent with SEC entity identifiers

IMPORTANT FORM D NOTICE

Form D is a notice filing for an exempt securities offering. It does not mean the SEC approved the fund, reviewed its investment strategy, verified its managers' performance or endorsed the securities. In this case, both Two Coin Capital LP and Two Coin Capital Offshore Ltd reported that first sale had not yet occurred and that $0 had been sold at the time of their initial filings. No statement about fund performance should therefore be inferred from the existence of the filings.

Important Form D notice: A Form D filing is a notice filing for an exempt securities offering. It does not mean that the U.S. Securities and Exchange Commission has approved, licensed, endorsed, or verified the issuer or the offering. Readers should verify information through official SEC sources and conduct their own due diligence.
Verification note: SEC.gov and the relevant regulator's official records remain authoritative. This site's research is independent editorial content.