Grove Carbon Fund I Reaches $129.5M of $300M Offering as Investor Count Doubles

Grove Carbon Fund I LP reported $129.5 million in cumulative amount sold and 56 investors in a Form D/A filed June 10, 2026, up from $45.26 million and 28 investors in its prior amendment dated August 14, 2024.

The increase between the two SEC filing snapshots is $84.24 million, or 186.1%, while reported investor count exactly doubled. The June filing continues to list a $300 million total offering amount, putting cumulative amount sold at approximately 43.2% of that stated amount.

Form D provides no information about when the additional sales occurred within the roughly 22 months between amendments, how much capital has been deployed, or what assets the fund currently holds.

What changed in the filing

1. Cumulative amount sold increased to $129.5 million from $45.26 million. The $84.24 million difference is an inter-filing increase in issuer-reported securities sold, not a measure of investment gains, deployed capital or current NAV.

2. Reported investor count increased from 28 to 56. Form D does not identify those investors, show individual commitment sizes or provide the dates on which the additional investors entered the offering.

3. The stated offering amount remained $300 million. At $129.5 million sold, Grove has reported sales equal to approximately 43.2% of that amount. The Form D does not characterize $300 million as a fundraising target or hard cap, so AltStreet does not do so either.

The offering has been active since August 2023

The August 14, 2024 Form D/A identifies August 16, 2023 as the offering's date of first sale. That filing reported $45.26 million sold to 28 investors against the same $300 million offering amount and listed a $1 million minimum investment accepted from an outside investor.

The first-sale date is important because the June 2026 amendment is not evidence that $84.24 million was raised in a new 2026 fundraising round. It establishes only that cumulative reported sales increased by that amount between two filing snapshots.

Measured from the disclosed August 2023 first sale, the offering had been active for nearly three years by the June 2026 amendment. Form D does not provide sufficient closing-level data to reconstruct fundraising velocity within that period.

Rule 506(b) and the $1 million minimum

Grove Carbon Fund I continues to rely on Regulation D Rule 506(b). That exemption prohibits general solicitation and permits sales to an unlimited number of accredited investors as well as, subject to additional requirements, up to 35 non-accredited investors who satisfy applicable sophistication standards.

The filing lists a $1 million minimum investment accepted from an outside investor. That is a filing-level minimum and supports the conclusion that the offering is structured for comparatively large private-market allocations, but Form D does not identify the actual size or type of any individual investor.

A pre-existing substantive relationship is one recognized means of demonstrating that an offering did not involve prohibited general solicitation, but it is not accurate to describe Rule 506(b) itself as requiring every investor to have a pre-existing relationship with the manager.

California carbon-market records provide additional context

Grove Carbon Fund I appears in California Air Resources Board records under CITSS entity ID CA3707 as a General Market Participant. CARB auction records have also included Grove Carbon Fund I among registered participants in the California-Quebec carbon allowance market.

That provides independent primary-source evidence connecting the legal fund entity to the compliance-carbon market beyond the broad 'Other Energy' industry designation used on Form D.

The CITSS registration and auction-participant records do not disclose Grove's allowance holdings, purchase volumes, investment returns or current portfolio exposure. AltStreet therefore treats them as evidence of market participation, not as a portfolio-position dataset.

What the filings do not show

The Form D amendments do not disclose Grove Carbon Fund I's NAV, investment performance, fees, carried interest, portfolio holdings, allowance inventory, carbon-credit positions, realized gains or distributions.

The $84.24 million increase is the difference between two cumulative Form D amount-sold figures. It should not be treated as capital deployed into carbon assets, capital called from investors or an increase in fund value.

Likewise, the increase from 28 to 56 investors does not establish the timing of subscriptions or the composition of the investor base.

AltStreet identified no public Form D for a Grove Carbon Fund II during this review. The 'Fund I' name by itself is not evidence that a successor fund is planned or currently being raised.

Filing limitations

Form D is a notice of an exempt securities offering and is not an audited financial statement. The SEC states that it has not necessarily reviewed the information in Form D filings and has not determined whether it is accurate or complete.

All fundraising figures in this article are issuer-reported cumulative amounts appearing in SEC filings. Nothing in this article constitutes investment advice or a recommendation regarding Grove Carbon Fund I or any carbon-market investment.