INDEPENDENT VERDICT
BlueEarth Impact Secondaries II is a materially different proposition from a conventional private-equity primary fund because its core purpose is to buy existing impact-oriented private-market interests and continuation assets rather than waiting years for a newly assembled blind pool to mature. The Luxembourg limited partnership filed a new U.S. Form D on September 16, 2026 under Rule 506(b), with public filing aggregations showing seven investors and approximately $60 million raised through the U.S. filing. That SEC vehicle sits inside a much larger Blue Earth Capital strategy: BlueEarth announced a first close above $100 million in January 2026 and a second close above $200 million in July 2026 for its dedicated impact-secondaries strategy. Blue Earth Capital itself currently reports approximately $1.9 billion of assets under management and more than 100 completed impact investments. The central research point is therefore one of scope: the roughly $60 million visible in the U.S. Form D should not be treated as the total size of the impact-secondaries strategy, while the strategy-level $200 million-plus figure should not automatically be assigned to this one Luxembourg SEC issuer.
THE REAL PRODUCT IS LIQUIDITY FOR IMPACT PRIVATE MARKETS
Blue Earth Capital describes impact secondaries as a response to a structural problem in private impact investing: investors often hold mature private-market positions but have limited ways to create liquidity, rebalance portfolios or recycle capital into new impact opportunities. Secondary purchases can give a buyer exposure to more seasoned assets, potentially shorten the J-curve, reduce blind-pool risk and provide earlier distributions relative to a newly formed primary fund. BlueEarth's dedicated strategy invests globally across developed and emerging markets and targets climate action, circular economy, financial inclusion, healthcare and education. Its own Private Equity Partnerships platform already invests across primaries, secondaries and co-investments, with more than $650 million of impact commitments across more than 20 countries and exposure to more than 50 portfolio companies. This makes Impact Secondaries II less a stand-alone experiment than an extension of a pre-existing private-equity-partnerships capability.
THE SECOND CLOSE ADDS HIGH-QUALITY INSTITUTIONAL VALIDATION
The investor roster disclosed by BlueEarth is unusually informative. The January first close exceeded $100 million and included Proparco, the Ursimone Wietlisbach Foundation and Stella. By the July second close, total strategy commitments had surpassed $200 million and additional investors included Builders Vision, iAlumbra Capital and Sonen Capital. These names matter because they provide independent evidence that the strategy has attracted institutional and family-office capital rather than relying only on sponsor-affiliated commitments. Proparco separately disclosed its support for BlueEarth's emerging-markets impact-secondaries initiative and described a dedicated emerging-markets vehicle with a €200 million target and a first-loss tranche intended to mobilize private capital into higher-risk geographies. That emerging-markets vehicle should not be confused with BlueEarth Impact Secondaries II, but it shows that BlueEarth is building a broader secondaries architecture with differentiated developed- and emerging-market sleeves.
THE PORTFOLIO EVIDENCE IS STRONGER THAN A GENERIC FUND-LAUNCH PRESS RELEASE
BlueEarth has already disclosed actual secondaries transactions tied to the strategy. In July 2026 it cited Zunibal, a marine-technology and ocean-intelligence company, as one of the strategy's investments. Zunibal itself confirmed that Blue Earth Capital joined the company through a continuation-fund transaction alongside Nazca Capital after a prior growth phase in which Zunibal doubled EBITDA and completed three acquisitions. BlueEarth also disclosed a GP-led continuation vehicle that acquired two European climate-impact assets, one focused on energy efficiency in the built environment and another on reducing harmful-gas leak emissions. Earlier, BlueEarth completed a secondary transaction with British International Investment involving interests across three funds, giving BlueEarth diversified exposure while allowing BII to recycle capital into new investments. These transactions demonstrate that the strategy includes both LP-led and GP-led secondary structures rather than simply buying discounted fund interests in one format.
THE MANAGER HAS BUILT A SPECIALIST SECONDARIES TEAM, NOT JUST AN IMPACT MARKETING LAYER
Nicolas Muller, Blue Earth Capital's Managing Director and Head of Private Equity Partnerships, is central to the strategy and has more than 15 years of industry experience. Before BlueEarth, he worked at Obviam on fund investments, co-investments and secondary transactions and earlier worked at Capital Dynamics in U.S. private-equity primaries. BlueEarth's wider Private Equity Partnerships team combines primaries, co-investments and secondaries, while the firm's investment process explicitly integrates both financial underwriting and measurable impact criteria. The manager also states that it frequently participates on LP advisory committees and engages portfolio managers on governance, impact measurement and ESG risk management. That operating model is relevant because secondaries diligence requires not only pricing existing assets but also evaluating manager quality, underlying portfolio maturity, remaining unfunded commitments and exit pathways.
THE MAIN RISK IS THAT "SECONDARY" DOES NOT MEAN LOW-RISK
Impact secondaries can reduce some risks associated with blind-pool primary investing, but they create a different diligence burden. Buyers must underwrite the quality and remaining duration of existing assets, NAV accuracy, unfunded commitments, continuation-vehicle conflicts, GP-led transaction pricing and whether the impact characteristics of an asset remain intact after transfer. In emerging markets, those questions sit alongside currency, political, liquidity and exit risks. A mature portfolio can still be overvalued, and a secondary discount does not protect investors if the underlying NAV is overstated. BlueEarth's public materials emphasize earlier distributions, diversification and reduced J-curve effects, but the latest Form D does not disclose portfolio NAV, discount-to-NAV at acquisition, leverage, management fees, carried interest, DPI, TVPI or net IRR for this specific legal vehicle. Those metrics remain essential before drawing conclusions about investment quality.
FINAL ASSESSMENT
BlueEarth Impact Secondaries II has one of the strongest institutional evidence chains in this B-list. The September 2026 SEC filing establishes a real Luxembourg private-fund issuer under Rule 506(b), while Blue Earth Capital independently reports a dedicated secondaries strategy that moved from more than $100 million at first close to more than $200 million by July 2026. The manager already has identifiable transaction evidence across Zunibal, European climate continuation assets and earlier secondary portfolios, and its broader platform reports approximately $1.9 billion of AUM. The principal diligence issue is attribution: investors need to know which strategy-level assets belong specifically to BlueEarth Impact Secondaries II, how this vehicle differs from BlueEarth EM Impact Secondaries II and other parallel structures, what discounts and valuation assumptions are used, and how fees and carried interest affect net returns. Form D establishes an exempt U.S. offering; it does not validate impact claims, portfolio NAV or future performance.
SEC SNAPSHOT BlueEarth Impact Secondaries II | CIK 0002131394 | Form D | Accession 0002131394-26-000001 | Luxembourg LP | Formed 2025 | Other Investment Fund | Rule 506(b) | Section 3(c)(7) | Filed September 16, 2026 | Approximately $60,000,000 Reported Raised in U.S. Filing Data | 7 Investors | Blue Earth Capital Platform
STRATEGY FUNDRAISING EVIDENCE January 15, 2026 — Dedicated impact-secondaries strategy first close above $100 million July 30, 2026 — Strategy second close above $200 million
First-close investors publicly identified: Proparco Ursimone Wietlisbach Foundation Stella
Additional second-close investors publicly identified: Builders Vision iAlumbra Capital Sonen Capital
Important distinction: Approximately $60 million = amount associated with the U.S. Form D issuer in public filing data $200 million+ = commitments announced for the broader dedicated impact-secondaries strategy $1.9 billion = Blue Earth Capital platform AUM These figures are different measurements and should not be substituted for one another.
WEBSITE / ENTITY PENETRATION Official domain: https://blueearth.capital/ Investment platform: Blue Earth Capital BlueEarth platform AUM: Approximately $1.9 billion Impact investments closed: More than 100 Head of Private Equity Partnerships: Nicolas Muller CEO: Philipp Müller Impact Secondaries II included in BlueEarth impact-management disclosures: Confirmed Strategy-level second close above $200 million: Confirmed SEC issuer CIK: 0002131394 Luxembourg domicile: Confirmed Separate BlueEarth EM Impact Secondaries II vehicle: Confirmed Specific legal-vehicle portfolio schedule publicly disclosed: No Vehicle-level net performance publicly disclosed: No
SECONDARIES STRATEGY LP-led secondary transactions GP-led continuation vehicles Private equity fund interests Portfolio-company continuation assets Developed markets Emerging markets Climate action Circular economy Financial inclusion Healthcare Education
MANAGER-STATED SECONDARY BENEFITS Potential reduction in blind-pool risk Potential reduction in J-curve effect Exposure to more mature private assets Potential earlier distributions Portfolio diversification Liquidity for existing impact investors Capital recycling into new impact investments
PUBLIC TRANSACTION EVIDENCE Zunibal Sector: Marine technology / ocean intelligence Structure: Continuation-fund transaction BlueEarth participation: Confirmed Company-reported operating context: EBITDA doubled during prior ownership period; three acquisitions completed
European climate continuation vehicle Asset 1: Building energy-efficiency exposure Asset 2: Harmful-gas leak detection / emissions-reduction exposure Structure: GP-led continuation vehicle
British International Investment secondary transaction Structure: Secondary acquisition across interests in three funds Purpose: Provide liquidity while allowing BII to recycle capital Geographic profile: Diversified emerging-market exposure
CORE INVESTOR QUESTIONS Which investments are held specifically by BlueEarth Impact Secondaries II How does BlueEarth Impact Secondaries II differ from BlueEarth EM Impact Secondaries II What percentage of the portfolio is LP-led versus GP-led secondaries What was the average purchase discount or premium to reported NAV How are continuation-vehicle conflicts independently reviewed What percentage of commitments remains unfunded What are current DPI, TVPI and net IRR How much of the vehicle is invested versus held in cash or commitments What management fee and carried interest apply Are fees charged on committed capital, invested capital or NAV How are underlying impact claims verified after a secondary transfer What percentage of the portfolio is in emerging markets What FX hedging policies apply How concentrated is the portfolio by GP, company, geography and sector How are valuations challenged when underlying managers report stale NAVs What leverage, if any, is used at vehicle or transaction level
PRIMARY EVIDENCE REVIEWED SEC Form D — BlueEarth Impact Secondaries II — September 16, 2026 Blue Earth Capital official first-close announcement — January 15, 2026 Blue Earth Capital official second-close announcement — July 30, 2026 Blue Earth Capital official investment approach Blue Earth Capital Private Equity Partnerships strategy materials Blue Earth Capital official team biography — Nicolas Muller Blue Earth Capital impact-management disclosure Blue Earth Capital / Zunibal continuation transaction materials Blue Earth Capital / British International Investment secondary transaction materials Proparco disclosures concerning BlueEarth EM Impact Secondaries II
IMPORTANT FORM D NOTICE Form D is a notice filing for an exempt securities offering. It does not mean the SEC has approved BlueEarth Impact Secondaries II, verified underlying private-market valuations, validated impact claims or endorsed expected returns. Strategy-level commitments, legal-vehicle Form D amounts and Blue Earth Capital platform AUM are separate measurements and should not be combined without supporting fund-level documentation.