SEC filing record
Primary Source · SEC.gov

1.21 Gigawatts AI Fund, LP - A2

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

Raised

$750K

Investors

12

Min Invest

$10,000

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AltStreet Analysis

·

Generated from EDGAR primary sources

1.21 Gigawatts AI Fund, LP - A2 is a Delaware limited partnership managed by 1.21 Gigawatts GP, LLC with Ryan Carson as executive officer. The fund filed under Rule 506(c) and 3(c)(1) exemptions on October 18, 2022, raising $750K from 12 investors with a $10K minimum investment. No parent platform or related entities are currently matched in the AltStreet database.

This offering uses the 506(c) and 3(c)(1) exemption pattern typical of pooled investment funds marketed to accredited investors. The $10K minimum investment is relatively accessible compared to institutional alternative investments, while the $62.5K average commitment suggests retail-accredited or emerging HNW participation in a smaller pooled vehicle.

Data Flags

fund_nameEntity name includes 'AI Fund' and references pop-culture ('1.21 Gigawatts' from Back to the Future), suggesting thematic focus on artificial intelligence investments; naming convention diverges from typical institutional fund nomenclature
first_sale_dateFirst sale date not disclosed despite modest $750K raise and small investor count; filing appears complete otherwise

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0001948313
Entity Name1.21 Gigawatts AI Fund, LP - A2
ExemptionRule 506(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)(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 Address119 South Main Street, Suite 220, Seattle, WA 98104
Phone(360) 340-9337
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 DateOctober 18, 2022
Accession Number0001948313-22-000002
Total Offering Amount$1,249,995
Total Amount Sold$749,995
Amount Remaining$500,000
Total Investors12
Non-Accredited InvestorsNone
Minimum Investment$10,000
Offering DurationOne year or less
Revenue RangeDecline to Disclose
State (Issuer Address)CT
Amendment CountOriginal filing only

Filings on Record

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

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.

N/A 1.21 Gigawatts GP, LLC

Director · Middletown, WA

Ryan Carson

Executive Officer · Middletown, WA

Questions About 1.21 Gigawatts AI Fund, LP - A2

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 - A2?

1.21 Gigawatts AI Fund, LP - A2 is a Delaware limited partnership that filed a Form D with the SEC on October 18, 2022 as a venture capital fund. The filing claims Rule 506(c), Section 3(c)(1), Section 3(c)(7) for an offering of pooled investment fund interests.

Is 1.21 Gigawatts AI Fund, LP - A2 legit?

AltStreet does not rate legitimacy; it reports the public record. 1.21 Gigawatts AI Fund, LP - A2 filed a Form D with the SEC on October 18, 2022 claiming Rule 506(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 $749,995 sold to 12 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 - A2 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 - A2 claimed Rule 506(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 - A2 raised?

1.21 Gigawatts AI Fund, LP - A2 reported $749,995 sold from 12 investors of a $1,249,995 total offering as of the Form D filed October 18, 2022.

Who can invest in 1.21 Gigawatts AI Fund, LP - A2?

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 $10,000.

What is the minimum investment in 1.21 Gigawatts AI Fund, LP - A2?

The Form D lists $10,000 as the minimum investment accepted from any outside investor as of October 18, 2022. Issuers can waive their own minimums, and the figure does not include fees.

Who is selling 1.21 Gigawatts AI Fund, LP - A2 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 - A2?

The Form D lists 2 related persons: 1.21 Gigawatts GP, LLC, director (General partner of the Issuer); Ryan Carson, executive officer (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 - A2 located?

The issuer's address on its SEC filings is 119 South Main Street, Suite 220, Seattle, WA 98104. 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 - A2 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 1.21 Gigawatts AI Fund, LP - A2?

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.