SECURITIES AND EXCHANGE COMMISSION

1 Business AddressC/O MELVIN CAPITALMANAGEMENT LP535 MADISON AVE., 22 NDFLOORNEW YORK NY 10022212-373-1270 Mailing AddressC/O MELVIN CAPITALMANAGEMENT LP535 MADISON AVE., 22 NDFLOORNEW YORK NY 10022 SECURITIES AND EXCHANGE COMMISSIONFORM D/AOfficial notice of an offering of SECURITIES that is made without registration under the SecuritiesAct in reliance on an exemption provided by Regulation D and Section 4(6) under the Act.[amend]Filing Date:2021-12-30 SEC Accession (HTML Versionon )FILERM elvin capital Offshore LtdCIK:1627486| IRS No.:981202927| State of Incorp.:E9| Fiscal Year End:1231 Type:D/A| Act:33| File No.:021-252718| Film No.:211530605 Copyright All Rights Consider the Environment Before Printing This DocumentUNITED STATES SECURITIES AND EXCHANGE COMMISSIONW ashington, 20549 FORM DNotice of Exempt Offering of SecuritiesOMB APPROVALOMB Number:3235-0076 Expires.

2 June 30,2012 Estimated averageburdenhours Issuer's IdentityCIK (Filer ID Number)Previous Name(s) NoneEntity Type0001627486 Name of IssuerMelvin capital Offshore LtdJurisdiction of Incorporation/OrganizationCAYMAN ISLANDSYear of Incorporation/Organization Over Five Years Ago Within Last Five Years (Specify Year) Yet to Be Formed Corporation Limited Partnership Limited Liability Company General Partnership Business Trust OtherCayman Islands exempt company2. Principal Place of Business and Contact InformationName of IssuerMelvin capital Offshore LtdStreet Address 1 Street Address 2C/O MELVIN capital MANAGEMENT LP535 MADISON AVE., 22ND FLOORCityState/Province/CountryZIP/Posta l CodePhone No.

3 Of IssuerNEW YORKNEW YORK10022212-373-12703. Related PersonsLast NameFirst NameMiddle NameMelvin capital Management LP-Street Address 1 Street Address 2535 Madison Avenue22nd FloorCityState/Province/CountryZIP/Posta l CodeNew YorkNEW YORK10022 Relationship: Executive Officer Director PromoterClarification of Response (if Necessary)Investment ManagerLast NameFirst NameMiddle NameMelvin capital LLC-Street Address 1 Street Address 2535 Madison Avenue22nd FloorCityState/Province/CountryZIP/Posta l CodeCopyright All Rights Consider the Environment Before Printing This DocumentNew YorkNEW YORK10022 Relationship: Executive Officer Director PromoterClarification of Response (if Necessary)General partner of the Investment ManagerLast NameFirst NameMiddle NameKurdDavidStreet Address 1 Street Address 2535 Madison Avenue22nd FloorCityState/Province/CountryZIP/Posta l CodeNew YorkNEW YORK10022 Relationship: Executive Officer Director PromoterClarification of Response (if Necessary)Last NameFirst NameMiddle NameBurkholderBrianStreet Address 1 Street Address 2c/o HF Fund Services Market Street, Gardenia Court,CityState/Province/CountryZIP/Post al CodeGrand CaymanCAYMAN ISLANDSKY1-1104 Relationship.

4 Executive Officer Director PromoterClarification of Response (if Necessary)Last NameFirst NameMiddle NameStainrodDarrenStreet Address 1 Street Address 2c/o Marbury Fund Services (Cayman) LtdFidelity Financial Centre, West Bay RdCityState/Province/CountryZIP/Postal CodeGrand CaymanCAYMAN ISLANDSKY1-1105 Relationship: Executive Officer Director PromoterClarification of Response (if Necessary)4. Industry GroupCopyright All Rights Consider the Environment Before Printing This Document AgricultureBanking & Financial Services Commercial Banking Insurance Investing Investment Banking Pooled Investment Fund Hedge Fund Private Equity Fund Venture capital Fund Other Investment Fund*Is the issuer registered as aninvestment company under theInvestment Company Act of1940?

5 Yes No Other Banking & FinancialServices Business ServicesEnergy Coal Mining Electric Utilities Energy Conservation Environmental Services Oil & Gas Other EnergyHealth Care Biotechnology Health Insurance Hospitals & Physicians Pharmaceuticals Other Health Care ManufacturingReal Estate Commercial Construction REITS & Finance Residential Other Real Estate Retailing RestaurantsTechnology Computers Telecommunications Other TechnologyTravel Airlines & Airports Lodging & Conventions Tourism & Travel Services Other Travel Other5. Issuer SizeRevenue RangeAggregate 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 Decline to Disclose Not Applicable Not Applicable6.

6 Federal Exemption(s) and Exclusion(s) Claimed (select all that apply) Rule 504(b)(1) (not (i), (ii) or (iii)) Rule 505 Rule 504 (b)(1)(i) Rule 506 Rule 504 (b)(1)(ii) SECURITIES Act Section 4(6) 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)Copyright All Rights Consider the Environment Before Printing This Document 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 NoticeDate of First Sale2014-12-11 First Sale Yet to Occur Amendment8. Duration of OfferingDoes the Issuer intend this offering to last more than one year?

7 Yes No9. 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 AcquireAnother Security Security to be Acquired Upon Exercise of Option, Warrant or OtherRight to Acquire Security Other (describe)10. Business Combination TransactionIs this offering being made in connection with a business combination transaction, such as a merger,acquisition or EXCHANGE offer? Yes NoClarification of Response (if Necessary)11. Minimum InvestmentMinimum investment accepted from any outside investor$100,000 USD12. Sales CompensationRecipientRecipient CRD Number None(Associated) Broker or Dealer None(Associated) Broker or Dealer CRDN umber NoneStreet Address 1 Street Address 2 CityState/Province/CountryZIP/PostalCode State(s) of Solicitation (select all thatapply)Check All States or check individualStates AllStates Foreign/non-US13.

8 Offering and Sales AmountsTotal Offering Amount$USD or IndefiniteTotal Amount Sold$4,339,934,196 USDC opyright All Rights Consider the Environment Before Printing This DocumentTotal Remaining to be Sold$USD or IndefiniteClarification 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 accreditedinvestors,Number of such non-accredited investors who already have invested in the offeringRegardless of whether SECURITIES in the offering have been or may be sold to persons who do not qualify asaccredited investors, enter the total number of investors who already have invested in the offering:15315.

9 Sales Commissions & Finders Fees ExpensesProvide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditureis not known, provide an estimate and check the box next to the Commissions$0 USD EstimateFinders' Fees$0 USD EstimateClarification of Response (if Necessary)16. Use of ProceedsProvide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any ofthe persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amountis unknown, provide an estimate and check the box next to the amount.$0 USD EstimateClarification of Response (if Necessary)The General Partner may receive an incentive allocation as more fully set forth in the offering and SubmissionPlease verify the information you have entered and review the Terms of Submission below before signing andclicking SUBMIT below to file this of SubmissionIn 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 andundertaking to furnish them, upon written request, the information furnished to offerees.

10 Irrevocably appointing each of the Secretary of the SEC and, the SECURITIES Administrator or other legallydesignated officer of the State in which the Issuer maintains its principal place of business and any State inwhich this notice is filed, as its agents for service of process, and agreeing that these persons may acceptservice on its behalf, of any notice, process or pleading, and further agreeing that such service may be made byregistered or certified mail, in any Federal or state action, administrative proceeding, or arbitration broughtagainst 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) isfounded, directly or indirectly, upon the provisions of.