AltStreet
EDGAR Verified
Primary Source · SEC.gov

Torofino Holdings Carbon Fund, LP

Fund Vehicle2022 vintage3(c)(1)

Raised

$2M

Investors

2

Min Invest

$25,000

AltStreet Analysis

·

Generated from EDGAR primary sources

Torofino Holdings Carbon Fund, LP is a Delaware limited partnership filed by Rene Ramirez on 2022-06-07, claiming exemption under Section 3(c)(1). The fund raised $1.5M from 2 investors with a $25K minimum investment. No parent platform or related entities are currently matched in the AltStreet database.

This is a pooled investment fund claiming 3(c)(1) exemption, limiting it to 100 beneficial owners and typically excluding SEC registration as an investment company. The $25K minimum investment is accessible compared to institutional-only alternatives, while the $1.5M raise from 2 investors suggests an early-stage or friends-and-family close.

Data Flags

total_investorsOnly 2 investors for $1.5M raised ($750K average check size); appears to be an initial close or anchor-investor structure
first_sale_dateFirst sale date not disclosed on filing despite $1.5M already raised

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0001932399
Entity NameTorofino Holdings Carbon Fund, LP
ExemptionSection 3(c), Section 3(c)(1)
What the exemption meansSection 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)(1) of the Investment Company Act: the fund is excluded from investment-company registration because it has no more than 100 beneficial owners.
Entity TypeLimited Partnership
Jurisdiction of OrganizationDelaware
Issuer Address2018 Park Street, Houston, TX 77019
Phone(281) 221-7218
Industry / Fund TypePooled Investment Fund · Private Equity Fund
Investment Company ActExcluded under Section 3(c)(1) (100 beneficial owners or fewer)
Securities TypeEquity, Pooled Investment Fund
First Sale Date—
Filing DateJune 7, 2022
Accession Number0001932399-22-000001
Total Offering Amount$4,000,000
Total Amount Sold$1,500,000
Amount Remaining$2,500,000
Total Investors2
Non-Accredited InvestorsNone
Minimum Investment$25,000
Offering DurationOne year or less
Revenue RangeNot Applicable
State (Issuer Address)TX
Amendment CountOriginal filing only

Filings on Record

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

DJune 7, 2022

In the Terminal

Filing events

0

none on file

Critical / warning

0 / 0

0 watch · 0 info

Statements extracted

0

none on file

NAV prints

0

none on file

Offering chains

1

lapsed

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Related Persons (Form D)

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

Rene Ramirez

Executive Officer, Director · Houston, TX

Questions About Torofino Holdings Carbon Fund, LP

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

What is Torofino Holdings Carbon Fund, LP?

Torofino Holdings Carbon Fund, LP is a Delaware limited partnership that filed a Form D with the SEC on June 7, 2022 as a private equity fund. The filing claims Section 3(c), Section 3(c)(1) for an offering of equity and pooled investment fund interests.

Is Torofino Holdings Carbon Fund, LP legit?

AltStreet does not rate legitimacy; it reports the public record. Torofino Holdings Carbon Fund, LP filed a Form D with the SEC on June 7, 2022 claiming Section 3(c), Section 3(c)(1). A Form D is a notice of an exempt offering, not a review or approval of it. The newest notice reports $1,500,000 sold to 2 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 Torofino Holdings Carbon Fund, 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 Torofino Holdings Carbon Fund, LP claimed Section 3(c), Section 3(c)(1) 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 Torofino Holdings Carbon Fund, LP raised?

Torofino Holdings Carbon Fund, LP reported $1,500,000 sold from 2 investors of a $4,000,000 total offering as of the Form D filed June 7, 2022.

Who can invest in Torofino Holdings Carbon Fund, LP?

Because the fund also relies on Section 3(c)(1), it may have no more than 100 beneficial owners. The filing reports no non-accredited investors. The minimum investment accepted from an outside investor is $25,000.

What is the minimum investment in Torofino Holdings Carbon Fund, LP?

The Form D lists $25,000 as the minimum investment accepted from any outside investor as of June 7, 2022. Issuers can waive their own minimums, and the figure does not include fees.

Who is selling Torofino Holdings Carbon Fund, 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.

Who is behind Torofino Holdings Carbon Fund, LP?

The Form D lists 1 related person: Rene Ramirez, executive officer, director (Sole member of Torofino Holdings, LLC, the General Partner of Torofino GP, LP, the Fund's General Partner). Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is Torofino Holdings Carbon Fund, LP located?

The issuer's address on its SEC filings is 2018 Park Street, Houston, TX 77019. Its phone number of record is 2812217218. It is organized under the laws of Delaware.

How long is the Torofino Holdings Carbon Fund, 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, and no amendment is on record yet.

How large is Torofino Holdings Carbon Fund, LP?

The Form D reports a revenue range of Not Applicable.

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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.