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SEC filing record
Primary Source · SEC.gov

1.21 Gigawatts AI Fund, LP - A1

Fund Vehicle2022 vintage506(c), 3(c)(1)

Raised

$1M

Investors

16

Min Invest

$47,495

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AltStreet Analysis

·

Generated from EDGAR primary sources

1.21 Gigawatts AI Fund, LP - A1 is a Delaware pooled investment fund that has raised $1.0M from 16 investors under Rule 506(c) and Section 3(c)(1) exemptions, with a minimum investment of $47K. The fund is managed by 1.21 Gigawatts GP, LLC with Ryan Carson as director, and this December 2022 filing is an amendment.

This alternative investment vehicle uses the 506(c) exemption allowing general solicitation with verified accredited investors, paired with the 3(c)(1) Investment Company Act exemption limiting the fund to fewer than 100 beneficial owners. The $47K minimum investment positions this as a relatively accessible alternative investment compared to typical institutional fund minimums of $250K-$1M+.

Data Flags

investor economicsAverage investment per investor is approximately $62.5K against a $47K minimum, suggesting most investors are investing near the floor with limited capital concentration
sales compensationNo sales commissions disclosed on a 506(c) offering that permits general solicitation; while permissible, most 506(c) offerings employ broker-dealers or finders
first sale dateFirst sale date not disclosed on an amended filing for a sub-$100M raise, preventing vintage year determination and compliance timeline verification

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0001935601
Entity Name1.21 Gigawatts AI Fund, LP - A1
ExemptionRule 506(c), Section 3(c), Section 3(c)(1), Section 3(c)(7)
What the exemption meansRule 506(c) of Regulation D: the issuer may advertise the offering publicly, but every purchaser must be a verified accredited investor. 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)(1) of the Investment Company Act: the fund is excluded from investment-company registration because it has no more than 100 beneficial owners. 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
Issuer Address900 Washington Street, #1030, Middletown, CT 06457
Phone(360) 340-9337
Former Names1.21 Gigawatts AI Fund - A1 (until July 14, 2022)
Industry / Fund TypePooled Investment Fund · Venture Capital Fund
Investment Company ActExcluded under Section 3(c)(1) (100 beneficial owners or fewer) and Section 3(c)(7) (qualified purchasers only) (both boxes checked on the filing)
Securities TypePooled Investment Fund
First Sale Date—
Filing DateDecember 20, 2022
Accession Number0001935601-22-000008
Total Offering Amount$1,537,442
Total Amount Sold$1,037,442
Amount Remaining$500,000
Total Investors16
Non-Accredited InvestorsNone
Minimum Investment$47,495
Offering DurationOne year or less
Revenue RangeDecline to Disclose
State (Issuer Address)CT
Amendment Count2 filings on record

Filings on Record

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

D/ADecember 20, 2022DJuly 14, 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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Fund family Part of the 1.21 Gigawatts AI Fund family: 3 vehicles across 3 generations · full family and the filing behind each link in the terminal

Investor

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  • 1 offering timeline: velocity, share raised, first-sale lag, stalled flags

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Related Persons (Form D)

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

Item 3 changed on the Form D filed 2022-12-20: 2 related persons added and 2 removed against the filing of 2022-07-14; 2 now listed. The names are in the Terminal feed.

N/A 1.21 Gigawatts GP, LLC

Director · Middletown, CT

Ryan Carson

Director · Middletown, CT

Questions About 1.21 Gigawatts AI Fund, LP - A1

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

What is 1.21 Gigawatts AI Fund, LP - A1?

1.21 Gigawatts AI Fund, LP - A1 is a Delaware limited partnership that filed a Form D with the SEC on December 20, 2022 as a venture capital fund. The filing claims Rule 506(c), Section 3(c), Section 3(c)(1), Section 3(c)(7) for an offering of pooled investment fund interests.

Is 1.21 Gigawatts AI Fund, LP - A1 legit?

AltStreet does not rate legitimacy; it reports the public record. 1.21 Gigawatts AI Fund, LP - A1 filed a Form D with the SEC on December 20, 2022 claiming Rule 506(c), Section 3(c), Section 3(c)(1), 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 $1,037,442 sold to 16 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 1.21 Gigawatts AI Fund, LP - A1 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 1.21 Gigawatts AI Fund, LP - A1 claimed Rule 506(c), Section 3(c), Section 3(c)(1), 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 1.21 Gigawatts AI Fund, LP - A1 raised?

1.21 Gigawatts AI Fund, LP - A1 reported $1,037,442 sold from 16 investors of a $1,537,442 total offering as of the Form D filed December 20, 2022.

Who can invest in 1.21 Gigawatts AI Fund, LP - A1?

The offering relies on Rule 506(c), so the issuer may advertise it but may sell only to investors it has verified as accredited. The filing checks both Section 3(c)(1), which caps the fund at 100 beneficial owners, and Section 3(c)(7), which requires every investor to be a qualified purchaser, generally an individual with at least $5 million in investments. A fund normally relies on one or the other. The filing reports no non-accredited investors. The minimum investment accepted from an outside investor is $47,495.

What is the minimum investment in 1.21 Gigawatts AI Fund, LP - A1?

The Form D lists $47,495 as the minimum investment accepted from any outside investor as of December 20, 2022. Issuers can waive their own minimums, and the figure does not include fees.

Who is selling 1.21 Gigawatts AI Fund, LP - A1 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 1.21 Gigawatts AI Fund, LP - A1?

The Form D lists 2 related persons: 1.21 Gigawatts GP, LLC, director (General partner of the Issuer); Ryan Carson, director (Manager 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 1.21 Gigawatts AI Fund, LP - A1 located?

The issuer's address on its SEC filings is 900 Washington Street, #1030, Middletown, CT 06457. Its phone number of record is 3603409337. It is organized under the laws of Delaware.

How long is the 1.21 Gigawatts AI Fund, LP - A1 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 1.21 Gigawatts AI Fund, LP - A1?

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

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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.