--- title: "Three Rise Capital Group Energy Funds Cut Their Form D Offerings From $300 Million to $77.5 Million, With $4.1 Million Sold" url: https://altstreet.investments/news/rise-capital-group-three-energy-funds-cut-form-d-offerings-300m-to-77-5m-2026-10-22 kind: news-article updated: 2026-10-26 description: "Rise Natural Blockchain Fund I, Rise Energy Group and Rise Equipment Partners cut their Form D offerings from $100 million each to a combined $77.5 million, reporting $4.09 million sold." publisher: AltStreet (https://altstreet.investments) license: Public factual pages may be read, quoted and cited with attribution and a link. Bulk redistribution is not permitted. --- # Three Rise Capital Group Energy Funds Cut Their Form D Offerings From $300 Million to $77.5 Million, With $4.1 Million Sold On October 22, one year after filing three $100 million notices, the Tomball, Texas vehicles amended all three: Rise Natural Blockchain Fund I to $2.5 million, Rise Energy Group to $25 million and Rise Equipment Partners to $50 million. Together they report $4,086,000 sold. Rise Natural Blockchain's notices date its first sale 79 days before its first Form D. By Michael E., Head of Research, AltStreet Research (https://altstreet.investments/authors/michael-e). Published October 26, 2026. Entity: Rise Natural Blockchain Fund I, LLC (CIK 2088350, https://altstreet.investments/edgar/2088350). Three investment vehicles that share an address, a signer and a filing agent amended their Form D notices on October 22, 2026, each cutting its offering from the $100,000,000 it had reported a year earlier. Rise Natural Blockchain Fund I, LLC lowered its offering to $2,500,000 and reports $1,155,000 sold to 12 investors; Rise Energy Group Inc. lowered its offering to $25,000,000 and reports $930,000 sold to 5 investors; and Rise Equipment Partners, LLC lowered its offering to $50,000,000 and reports $2,001,000 sold to 34 investors. Across the three, $300,000,000 of offerings became $77,500,000, against $4,086,000 sold. All three are listed as vehicles of Rise Capital Group, a Houston private capital firm whose website names Brent Franklin as founder and president. Franklin signed every Form D notice the three have filed. ## What the filings show All three amendments were filed the same day through the same filing agent, from 14090 FM 2920, Suite G538, in Tomball, Texas. Each issuer is a Texas entity formed in 2025, places itself in the Oil and Gas industry group, answers yes to the pooled investment fund question and relies on Rule 506(c), which permits general solicitation if every purchaser is a verified accredited investor. Each sets a $25,000 minimum investment, reports no sales commissions or finders' fees, and describes the same charge in its clarification field: 'An annual Fund Management Fee of 1.80% of the total value of the assets under management of the Fund.' The notices filed a year ago differ in what they reported. Rise Natural Blockchain's original notice, filed October 22, 2025, already reported $355,000 sold to six investors and a first sale on August 4, 2025; the fund has added $800,000 and six investors since. Rise Energy Group and Rise Equipment Partners reported no sales in October 2025 and now date their first sales to November 12 and November 21, 2025. Rise Energy Group alone also claims Section 3(c)(9) of the Investment Company Act, the exclusion for issuers whose business is substantially all holding oil, gas or other mineral interests. Rise Equipment Partners names its general partner, RCG Equipment Mgmt I LLC, as its related person; the other two name Franklin, as President. The figures, from the original notices and the October 22, 2026 amendments: | Issuer (CIK) | Offering, Oct 2025 | Offering, Oct 2026 | Sold | % of amended offering sold | Investors | First sale | | --- | --- | --- | --- | --- | --- | --- | | Rise Natural Blockchain Fund I, LLC (2088350) | $100,000,000 | $2,500,000 | $1,155,000 | 46.2% | 12 | Aug 4, 2025 | | Rise Energy Group Inc. (2088912) | $100,000,000 | $25,000,000 | $930,000 | 3.7% | 5 | Nov 12, 2025 | | Rise Equipment Partners, LLC (2088349) | $100,000,000 | $50,000,000 | $2,001,000 | 4.0% | 34 | Nov 21, 2025 | | Total | $300,000,000 | $77,500,000 | $4,086,000 | 5.3% | 51 entries | | Source: Form D notices filed October 22, 2025 (Rise Energy Group amended its notice on October 23, 2025 without changing these figures) and Form D/A notices filed October 22, 2026. Investor counts are per vehicle and may include the same investor more than once. ## Background Rise Capital Group's website describes the firm as a 'private capital management firm based out of Houston, Texas' that 'partners with accredited investors to access private opportunities across real estate, oil and gas.' It lists Rise Energy Group ('Direct energy asset ownership'), Rise Natural Blockchain ('Blockchain-enabled natural resources') and Rise Equipment Partners ('Oilfield equipment partnerships') among its vehicles, alongside the Energy Flex Fund and the Safeguard Flex Fund. The Form D notices do not mention Rise Capital Group by name. The Natural Blockchain fund's own site markets 'A Reg D 506(c) offering to raise $2.5M' for the 'deployment of 14 low-cost, high-efficiency bitcoin mining containers powered by stranded natural gas,' with a '10% Preferred Return.' That is the size of the amended offering. The Form D places the fund in the Oil and Gas industry group and does not describe its business; neither do the notices for the other two vehicles. ## The pattern in AltStreet's data AltStreet's records held no profile or relationship for any of the three CIKs, so each amendment was flagged as a separate event. Read together, they are one sponsor resetting three offerings on the first anniversary of their notices. Rule 503 requires an issuer to amend its Form D at least once a year while an offering continues, so the timing reflects that deadline; the new amounts are the sponsor's choice. ## Why it matters A lower offering amount is not a loss or a refund; it lowers the maximum the issuer reports it may sell under the notice. Offering amounts on a Form D are not necessarily fundraising targets, and the notices do not say why these were cut. What the amendments show is the gap between reported offering sizes and reported sales: the three vehicles report $4,086,000 sold, 1.4% of the $300,000,000 first reported and 5.3% of the $77,500,000 reported now. Rise Natural Blockchain reports 46% of its new $2.5 million offering sold, and that offering matches the project its website describes. Rise Energy Group reports 3.7% and Rise Equipment Partners 4.0% of their reduced amounts. The Natural Blockchain dates matter for a different reason. Its notices give August 4, 2025 as the date of first sale, and its first Form D was filed on October 22, 2025, 79 days later. Rule 503 calls for a Form D within 15 calendar days of the first sale. A late notice does not by itself cost an issuer its Regulation D exemption, but it meant the fund had been selling for more than two months before its notice was on file. ## What the filings do not show The notices do not say why the offering amounts were cut, what any of the three vehicles owns, whether any has paid distributions, how the 1.80% fee's asset base is valued, what other fees apply, or how the 10% preferred return the Natural Blockchain site advertises is paid. Form D does not call for financial statements, so the notices cannot show what financial information investors received privately. The 51 investor entries may count the same investor in more than one vehicle. The link among the three rests on the shared address, signer, filing agent and fee language and on Rise Capital Group's website listing; Rise Equipment Partners' general partner is RCG Equipment Mgmt I LLC, but none of the notices names Rise Capital Group. ## Key facts - Form D/A notices filed October 22, 2026 by Rise Natural Blockchain Fund I, LLC (CIK 2088350), Rise Energy Group Inc. (CIK 2088912) and Rise Equipment Partners, LLC (CIK 2088349), all at 14090 FM 2920, Suite G538, Tomball, Texas, signed by Brent Franklin. - Offerings cut from $100,000,000 each (October 2025 notices) to $2,500,000, $25,000,000 and $50,000,000: $77,500,000 in total. - Amounts sold: $1,155,000 to 12 investors, $930,000 to 5 and $2,001,000 to 34; $4,086,000 in total, 1.4% of the original $300,000,000 and 5.3% of the amended $77,500,000. - All three: Texas entities formed in 2025, Oil and Gas industry group, pooled investment fund, Rule 506(c), $25,000 minimum, no commissions, 'An annual Fund Management Fee of 1.80% of the total value of the assets under management of the Fund.' - Rise Natural Blockchain's notices give a first sale of August 4, 2025; its first Form D was filed October 22, 2025, 79 days later. Rule 503 calls for a notice within 15 calendar days of the first sale. - Rise Capital Group's website lists the three vehicles and names Brent Franklin as founder and president; risenaturalblockchain.com markets a $2.5 million Rule 506(c) offering for 14 natural-gas-powered bitcoin mining containers with a 10% preferred return. ## Sources - Rise Natural Blockchain Fund I, LLC Form D/A, October 22, 2026: https://www.sec.gov/Archives/edgar/data/2088350/000156611426000094/ - Rise Energy Group Inc. Form D/A, October 22, 2026: https://www.sec.gov/Archives/edgar/data/2088912/000156611426000092/ - Rise Equipment Partners, LLC Form D/A, October 22, 2026: https://www.sec.gov/Archives/edgar/data/2088349/000156611426000093/ - Rise Natural Blockchain Fund I, LLC Form D, October 22, 2025 ($355,000 sold, first sale August 4, 2025): https://www.sec.gov/Archives/edgar/data/2088350/000156611425000084/ - Rise Energy Group Inc. Form D, October 22, 2025: https://www.sec.gov/Archives/edgar/data/2088912/000156611425000085/ - Rise Equipment Partners, LLC Form D, October 22, 2025: https://www.sec.gov/Archives/edgar/data/2088349/000156611425000083/ - Rise Capital Group website (vehicles, founder): https://risecapitalgroup.com - Rise Natural Blockchain Fund 1 offering page: https://risenaturalblockchain.com - 17 CFR 230.503, filing of notice of sales: https://www.ecfr.gov/current/title-17/chapter-II/part-230/subject-group-ECFR6e651a4c86c0174/section-230.503 ## SEC accession numbers - 0001566114-26-000094 - 0001566114-26-000092 - 0001566114-26-000093 --- Source page: https://altstreet.investments/news/rise-capital-group-three-energy-funds-cut-form-d-offerings-300m-to-77-5m-2026-10-22 Machine index: https://altstreet.investments/llms.txt AltStreet reads what platforms, funds and issuers file with the SEC and what they tell investors, and publishes the difference. Figures are as filed or as captured on the date stated; nothing here is investment advice.