EDGAR Verified
Primary Source · SEC.gov

Diffusion ONE, LP

Issuer2026 vintageRegulation D Rule 506(b); Investment Company Act Section 3(c)(7) claimed
Latest signalFirst saleForm D/A · 2026-10-096 events: 1 first sale, 1 sold increased, 1 investors increasedLast filing 2026-10-09

Raised

Pre-open

Investors

—

Min Invest

None stated

AltStreet Analysis

·

Generated from EDGAR primary sources

Delaware limited partnership formed in 2026 at 2261 Market Street, Suite 16883, San Francisco, filing as a pooled investment fund of the venture capital type. Its general partner is Diffusion ONE GP, LLC; Kristian Fredrickson and Victor Lazarte are each listed as a director with the clarification 'Managing Director of the General Partner of the Issuer', and Fredrickson signed both notices. The original Form D of June 22, 2026 (accession 0002141438-26-000001) reported a $1,000,000,000 offering amount, $0 sold and a first sale yet to occur. The amendment of October 9, 2026 (accession 0001231919-26-001442) reports $1,252,000,000 in securities sold to 113 investors with nothing remaining, a June 23, 2026 date of first sale, and a reported offering amount raised to $1,252,000,000, an increase of $252,000,000 or 25.2%; no sales commissions are reported and the general partner is entitled to a management fee, rate not stated. Form D amounts for pooled funds include capital commitments payable through future capital calls. A second filer with the same two managing directors, Diffusion V2, LP (CIK 2148945), filed a Form D on August 20, 2026 reporting $40,000,000 offered and sold to 16 investors through Diffusion Umbrella GP LLC; the filings do not describe the relationship between the vehicles. Forbes reported on May 26, 2026 that Lazarte, a former Benchmark partner, and Fredrickson, formerly of Benchmark and Coatue, were pitching an approximately $800 million AI fund called Diffusion.

Venture capital fund: the first fund of Diffusion, the San Francisco firm formed in 2026 by Victor Lazarte and Kristian Fredrickson, limited to qualified purchasers. Not a retail platform vehicle.

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0002141438
Entity NameDiffusion ONE, LP
ExemptionRule 506(b), Section 3(c), Section 3(c)(7)
What the exemption meansRule 506(b) of Regulation D: securities may be sold to an unlimited number of accredited investors and up to 35 non-accredited investors who meet the rule's sophistication standard, without general solicitation or advertising. Section 3(c) of the Investment Company Act of 1940: the issuer is a pooled investment vehicle relying on an exclusion from registration as an investment company. Section 3(c)(7) of the Investment Company Act: the fund is excluded from investment-company registration because every investor is a qualified purchaser, generally an individual with at least $5 million in investments or an institution with at least $25 million.
Entity TypeLimited Partnership
Jurisdiction of OrganizationDelaware
Year Organized2026
Issuer Address2261 Market Street, Suite 16883, San Francisco, CA 94114
Phone(650) 822-1600
Industry / Fund TypePooled Investment Fund · Venture Capital Fund
Investment Company ActExcluded under Section 3(c)(7) (qualified purchasers only)
Securities Type—
First Sale Date—
Filing Date—
Accession Number—
Total Offering Amount$1,252,000,000
Total Amount Sold—
Amount Remaining$0
Total Investors—
Non-Accredited InvestorsNone
Minimum Investment$0 (no stated minimum)
Offering DurationOne year or less
Sales Commissions$0
Finders' Fees$0
Proceeds to Related Persons$0
Revenue RangeDecline to Disclose
State (Issuer Address)CA
Amendment Count2 filings on record
Signed ByKristian Fredrickson, Managing Director of the General Partner of the Issuer

Filings on Record

Every filing AltStreet's ledger holds for this CIK, newest first. Each opens the SEC archive folder.

AltStreet Coverage

Original reporting from AltStreet's daily EDGAR monitoring covering this entity's filings.

All AltStreet news

In the Terminal

Filing events

6

latest Oct 9, 2026

Critical / warning

1 / 0

3 watch · 2 info

Statements extracted

0

none on file

NAV prints

0

none on file

Offering chains

1

closed

Latest event First sale · Oct 9, 2026

SEC.gov
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Related Persons (Form D)

Executive officers, directors, and promoters listed on the SEC Form D filing. Source: SEC.gov.

Diffusion ONE GP, LLC

Director · San Francisco, CA

General Partner of the Issuer

Kristian Fredrickson

Director · San Francisco, CA

Managing Director of the General Partner of the Issuer

Victor Lazarte

Director · San Francisco, CA

Managing Director of the General Partner of the Issuer

Questions About Diffusion ONE, LP

Each answer is built from the values on the SEC filing and the AltStreet ledger, not from the issuer's marketing.

What is Diffusion ONE, LP?

Diffusion ONE, LP is a Delaware limited partnership organized in 2026 that filed a Form D with the SEC on October 9, 2026 as a venture capital fund. The filing claims Rule 506(b), Section 3(c), Section 3(c)(7) for an offering of pooled investment fund interests.

Is Diffusion ONE, LP legit?

AltStreet does not rate legitimacy; it reports the public record. Diffusion ONE, LP filed a Form D with the SEC on October 9, 2026 claiming Rule 506(b), Section 3(c), Section 3(c)(7). A Form D is a notice of an exempt offering, not a review or approval of it. The newest notice reports $1,252,000,000 sold to 113 investors. AltStreet's enforcement record (SEC, FINRA and state actions) shows no action naming the issuer as of today. Before investing, confirm the filing on EDGAR, check the seller's registration on FINRA BrokerCheck, and read the offering documents, which a Form D does not include.

Is Diffusion ONE, LP registered with or approved by the SEC?

No. A Form D is a notice that an issuer is selling securities under an exemption from registration, and the SEC does not review, approve, or pass on the merits of the offering. The filing shows that Diffusion ONE, LP claimed Rule 506(b), Section 3(c), Section 3(c)(7) and disclosed the items the form requires, such as the amount sold, the minimum investment, related persons, and anyone paid to sell the securities. It does not verify the issuer's claims or its business.

How much has Diffusion ONE, LP raised?

Diffusion ONE, LP reported $1,252,000,000 sold from 113 investors of a $1,252,000,000 total offering as of the Form D filed October 9, 2026.

Who can invest in Diffusion ONE, LP?

The offering relies on Rule 506(b), which permits sales to accredited investors and to no more than 35 non-accredited investors who meet a sophistication standard, and prohibits general solicitation. Because the fund also relies on Section 3(c)(7), each investor must be a qualified purchaser, generally an individual with at least $5 million in investments. The filing reports no non-accredited investors. The filing lists the minimum investment as $0, meaning no minimum was stated.

What is the minimum investment in Diffusion ONE, LP?

The Form D lists the minimum investment as $0, which means the issuer did not state a minimum on the form. The offering documents, not the Form D, set the actual subscription terms.

Who is selling Diffusion ONE, LP and how are they paid?

The Form D names no recipient of sales compensation, which usually means the issuer or its affiliates are placing the securities directly. Sales commissions are reported as $0 and finders' fees as $0. Form D allows these to be estimates.

Who is behind Diffusion ONE, LP?

The Form D lists 3 related persons: Diffusion ONE GP, LLC, director (General Partner of the Issuer); Kristian Fredrickson, director (Managing Director of the General Partner of the Issuer); Victor Lazarte, director (Managing Director of the General Partner of the Issuer). Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is Diffusion ONE, LP located?

The issuer's address on its SEC filings is 2261 Market Street, Suite 16883, San Francisco, CA 94114. Its phone number of record is 650-822-1600. It is organized under the laws of Delaware.

How long is the Diffusion ONE, LP offering open?

The issuer indicated that the offering is not intended to last more than one year. An issuer must amend its Form D annually while a continuing offering stays open; 1 amendment is on record for this CIK.

How large is Diffusion ONE, LP?

The issuer declined to disclose its revenue range on the Form D, which the form permits.

Is this your offering?

Claim this profile to add contact information, team members, LinkedIn profiles, fund history, and additional financial data. EDGAR-sourced data and AltStreet analysis cannot be edited, but corrections can be requested for verifiable inaccuracies.

Data Methodology

Capital raise figures, investor counts, and filing dates are sourced directly from SEC EDGAR Form D primary documents via the SEC EDGAR submissions API and full-text search index. EDGAR entity profiles and deal-level data are reviewed by AltStreet analysts with backgrounds in corporate finance and securities law — cross-referenced against offering circulars, audited financial statements, and primary regulatory filings before publication. Platform-provided information, where present, is clearly labeled and does not affect EDGAR data or AltStreet editorial coverage. Platforms may request factual corrections for demonstrable inaccuracies by contacting [email protected]. This page does not constitute investment advice.