Grove Carbon Fund I Reaches $129.5M of $300M Offering as Investor Count Doubles
A June Form D/A reports $129.5 million sold against Grove Carbon Fund I's unchanged $300 million offering, up $84.2 million since August 2024. Investor count doubled from 28 to 56 as the carbon-market vehicle reached 43.2% of its stated offering amount.
Key facts
- —Grove Carbon Fund I LP reported $129,500,000 in total amount sold in its June 10, 2026 Form D/A.
- —The prior August 14, 2024 amendment reported $45,260,000 sold, making the increase $84,240,000 or 186.1%.
- —Reported investor count doubled from 28 to 56.
- —The total offering amount remained $300,000,000 in both the August 2024 and June 2026 amendments.
- —The latest reported amount sold equals approximately 43.2% of the $300 million offering, leaving $170.5 million remaining.
- —The filing reports a $1,000,000 minimum investment accepted from an outside investor.
- —The Form D filing history reports August 16, 2023 as the date of first sale.
- —The initial 2023 Form D reported $19.15 million sold.
- —California's CITSS registry lists Grove Carbon Fund I LP, entity ID CA3707, as a General Market Participant - Organization in the state's cap-and-trade program.
- —CITSS registration does not disclose Grove's carbon positions, trading volume, or fund performance.
Grove Carbon Fund I LP reported $129.5 million in total amount sold to 56 investors in a Form D/A filed June 10, 2026, up from $45.26 million and 28 investors in its previous amendment filed August 14, 2024.
The increase amounts to $84.24 million, or 186.1%, in reported capital over the approximately 22-month interval, while investor count exactly doubled. The fund continues to report a $300 million total offering amount, leaving $170.5 million remaining to be sold and putting reported sales at 43.2% of the stated offering.
What the filing shows
1. Reported capital has nearly tripled since the prior amendment. Grove Carbon Fund I reported $45.26 million sold in August 2024 and $129.5 million in June 2026, an increase of $84.24 million or 186.1%.
2. Investor count doubled from 28 to 56. The filing does not identify the investors or disclose individual commitment sizes. Dividing reported capital by investor count produces an average of approximately $2.31 million per investor, but that is a blended arithmetic figure rather than a disclosed average commitment.
3. The $300 million offering amount has not changed. The August 2024 filing and June 2026 amendment both report a $300 million total offering, making the latest $129.5 million amount sold equivalent to 43.2% of the stated offering and leaving $170.5 million remaining.
The filing sequence now spans nearly three years
The fund's first sale date is August 16, 2023. Its initial Form D was filed several days later with $19.15 million reported sold. By August 2024, reported sales had increased to $45.26 million, and the June 2026 amendment raises that figure to $129.5 million.
The filing history therefore shows cumulative reported sales increasing from $19.15 million to $45.26 million and then to $129.5 million since the offering began. The latest amendment represents by far the largest dollar increase between publicly reported Form D checkpoints.
The long interval between the August 2024 and June 2026 amendments prevents a precise assessment of fundraising velocity. Form D provides snapshots rather than a subscription ledger, so the $84.24 million increase cannot be assigned to particular closes or dates within that period.
A direct link to California's compliance-carbon market
Grove Carbon Fund I is registered in California's Compliance Instrument Tracking System Service, or CITSS, under entity ID CA3707. California Air Resources Board records classify the fund as a General Market Participant - Organization in the state's cap-and-trade program.
That registration provides a primary-source connection between the fund and the compliance-carbon market beyond the fund's name or the Form D's broad Other Energy industry classification. General market participants are voluntary market participants rather than regulated entities with mandatory emissions-compliance obligations.
The CITSS registration establishes access to the California cap-and-trade market infrastructure; it does not disclose Grove's positions, trading activity, portfolio composition, investment returns, or the proportion of fund capital allocated to California allowances or other carbon instruments.
A $1 million minimum and a concentrated investor base
The Form D reports a $1 million minimum investment accepted from an outside investor. With 56 investors and $129.5 million reported sold, the simple average amount sold per reported investor is approximately $2.31 million.
That compares with approximately $1.62 million per investor in the August 2024 filing, which reported $45.26 million across 28 investors. The difference does not establish that newer investors wrote larger checks: existing investors may have increased commitments, and Form D does not provide investor-level subscription data.
The offering relies on Rule 506(b) of Regulation D and does not use general solicitation. The filing itself provides no information about the identities, institutional classifications, jurisdictions, or economic terms of the fund's investors.
What the filings do not show
The Form D/A does not disclose the fund's portfolio, current carbon positions, acquisition costs, valuations, realized or unrealized performance, management fees, carried interest, fund term, or return objective.
The filing does not show when the additional $84.24 million reported since August 2024 was subscribed. The increase may reflect one or multiple closes during the approximately 22-month interval.
Investor count increased from 28 to 56, but the filing does not establish how much of the additional capital came from the 28 net new investors versus increased commitments from investors already in the fund.
The $300 million figure is the total offering amount reported on Form D. The filing does not characterize it as a hard cap, final-close target, or manager forecast and does not provide an expected final-close date.
CITSS registration establishes Grove Carbon Fund I as a general market participant in California's cap-and-trade system, but it does not disclose positions or prove that any particular amount of fund capital is invested in California carbon allowances.
AltStreet has not identified a complete set of related or parallel Grove investment vehicles. Separate legal entities generally receive separate CIKs, so the absence of another issuer under CIK 0001990701 should not be interpreted as evidence that no related vehicle exists.
Frequently asked
How much has Grove Carbon Fund I reported selling? The June 10, 2026 Form D/A reports $129.5 million in total amount sold, up from $45.26 million in August 2024 and $19.15 million in the fund's initial 2023 filing.
What is Grove Carbon Fund I's offering size? The Form D reports a $300 million total offering amount. At $129.5 million sold, the latest filing represents approximately 43.2% of that amount, with $170.5 million remaining.
How many investors are in Grove Carbon Fund I? The June amendment reports 56 investors, double the 28 reported in August 2024.
What is the minimum investment? The Form D reports a $1 million minimum investment accepted from an outside investor.
When did Grove Carbon Fund I begin raising capital? The filing history reports August 16, 2023 as the date of first sale.
Does Grove Carbon Fund I trade carbon allowances? California records list the fund as a General Market Participant in the state's CITSS cap-and-trade registry. That establishes participation in the market infrastructure but does not disclose its actual positions or trading activity.
Disclosures
This article summarizes SEC Form D filings and California cap-and-trade registry information. Form D is a notice of an exempt securities offering and is not an audited fund financial statement. The SEC does not necessarily review Form D information for accuracy or completeness.
Reported amount sold is a cumulative issuer-reported figure and should not be interpreted as fund NAV, capital deployed, portfolio value, or investment performance. CITSS registration likewise does not disclose portfolio holdings or trading results.
Nothing in this article constitutes investment advice or a recommendation regarding Grove Carbon Fund I LP, Grove Investments, carbon allowances, or any other investment.
Sources
- Grove Carbon Fund I LP Form D/A — June 10, 2026 — SEC EDGAR
- Grove Carbon Fund I LP Form D/A — August 14, 2024 — SEC EDGAR
- Grove Carbon Fund I LP Form D Filing History — FormDs
- CITSS Registrants Report — June 30, 2025 — California Air Resources Board
- Grove Investments — Grove Investments
