INDEPENDENT VERDICT
Earthshot Ventures Fund II, LP is a genuine second institutional venture fund rather than a newly created brand with no operating history, but its September 10, 2026 SEC filing captures the vehicle at the very beginning of fundraising. The Form D reports a fixed $125 million target, $0 sold, zero investors and no first sale yet, while classifying the Delaware partnership as a venture capital fund relying on Rule 506(b) and Section 3(c)(7). Earthshot Ventures GP II, LLC is the General Partner, and Michael Jackson, Matt Logan and Dawn Lippert are each identified as Managing Directors of the GP. The fund therefore has a clearly documented management chain even though no outside capital had yet been reported in the filing. The more important context comes from Fund I: Earthshot launched from the Elemental Excelerator ecosystem in 2021, initially announcing a $60 million first close, while Elemental Impact now describes the completed first fund as a $94 million independent, for-profit venture vehicle.
THE UNIQUE STORY IS NOT JUST "CLIMATE VC" — EARTHSHOT HAS MOVED FROM BROAD DECARBONIZATION INTO AI, ENERGY INFRASTRUCTURE AND CRITICAL MINERALS
Earthshot's first-generation public positioning emphasized hardware and software across energy, mobility, food, industry and carbon. By 2026, the official investment thesis has become materially more concentrated around three areas: AI x infrastructure, energy and critical minerals. Earthshot says more than 70% of its active portfolio companies now have AI at the core of their products and explicitly frames compute efficiency, data-center infrastructure, energy supply and mineral supply chains as the foundations of the next industrial cycle. Current portfolio examples illustrate the shift: Etched is developing specialized processors for large-language-model workloads; KoBold Metals applies AI and human geological expertise to critical-mineral discovery; Mariana Minerals and Atana pursue software- and data-driven mineral exploration; Emerald AI works on energy infrastructure for AI; and Unlimited Industries applies AI to engineering, procurement and construction. Fund II therefore appears to extend Earthshot's climate mandate through a narrower industrial-AI lens rather than simply repeating Fund I's broader sector mix.
THE ELEMENTAL RELATIONSHIP IS STRONG BUT SHOULD NOT BE DESCRIBED AS ONE LEGAL FUND PLATFORM
Earthshot's history is unusually intertwined with Elemental. The original 2021 launch announcement described Earthshot Ventures as spinning out of Elemental Excelerator, where Dawn Lippert had been founder and CEO and where members of the Earthshot team had already worked on climate-company sourcing, deployment and commercialization. Elemental Impact now describes Earthshot as part of a broader family of nonprofit and for-profit investment vehicles: the nonprofit platform can use catalytic capital and real-world deployments to identify and de-risk technologies, while Earthshot supplies returns-focused early-stage venture capital. Earthshot itself says the organizations are independently structured even though they share networks and commercialization infrastructure. This distinction matters for Fund II. Elemental's philanthropic capital, grants and deployment programs should not be treated as Earthshot Fund II assets, and Earthshot portfolio companies should not automatically be characterized as investments of the Elemental nonprofit.
FUND I PROVIDES REAL INSTITUTIONAL LP EVIDENCE RATHER THAN ONLY SPONSOR MARKETING
The 2021 launch announcement named Emerson Collective, John Doerr, Tom Steyer, McKinley Alaska, Microsoft, the Employees' Retirement System of the State of Hawaii, Stafford Capital Partners and Chris Cox among Earthshot's backers. Earthshot's current website continues to name institutional LPs including Emerson Collective, McKinley Management, Builders Vision, Toyota Ventures, Microsoft and Hawaii ERS. Public Hawaii ERS portfolio records provide independent evidence of actual Fund I commitments: its reports show separate Earthshot Ventures Fund I positions, including a $2.75 million commitment and a second $5 million commitment, with contributed capital and reported fair values disclosed over time. MacArthur Foundation separately identifies a $3 million 2021 impact investment into Earthshot Ventures Fund I. Those records do not establish Fund II commitments, but they materially strengthen Earthshot's manager history because they confirm that Fund I attracted identifiable institutional and foundation capital rather than relying only on unnamed LPs.
FUND II'S $125 MILLION TARGET IS LARGER THAN FUND I, BUT THE SEC FILING STILL SHOWS A PRE-FIRST-SALE VEHICLE
Elemental Impact currently describes the first Earthshot venture fund as $94 million. Against that benchmark, Fund II's $125 million target represents roughly a one-third increase in planned scale. But the September Form D still shows $0 sold, no investors and no first sale, so the $125 million figure is a fundraising objective rather than committed capital or AUM. The filing also reports a $0 minimum investment, which should not be read as evidence that retail-sized subscriptions are accepted; institutional venture funds routinely use Form D fields that do not fully describe LP admission requirements. The GP is entitled to a management fee, but the Form D does not disclose the percentage, carry, hurdle, recycling provisions, GP commitment or fund term. Those economics need to come from the LPA or private placement materials rather than being inferred from Fund I.
FINAL ASSESSMENT
Earthshot Ventures Fund II has a distinctive Research Story because it combines a new $125 million SEC filing with a well-documented first fund and a visible strategic evolution. Five facts stand out: Fund II had $0 sold at filing and remains pre-first-sale; Fund I ultimately reached $94 million according to Elemental Impact; Earthshot emerged from the Elemental ecosystem but is independently structured; institutional Fund I backing is independently visible through Hawaii ERS and MacArthur records; and the current investment thesis has shifted decisively toward AI infrastructure, energy systems and critical minerals. The core diligence question for Fund II is therefore not whether Earthshot has a real platform. It is whether the larger second fund can maintain the early-stage discipline and portfolio differentiation of Fund I while increasing exposure to capital-intensive industrial technologies, AI infrastructure and critical-mineral businesses whose financing requirements can be materially larger than traditional software venture investments.
SEC SNAPSHOT
Issuer: Earthshot Ventures Fund II, LP CIK: 0002150110 SEC Form: Form D Accession No.: 0002150110-26-000001 File No.: 021-597060 Film No.: 261371217 Filing Date: September 10, 2026 Year Organized: 2026 Jurisdiction: Delaware Principal Address: 447 Sutter St., Ste. 405 #455, San Francisco, CA 94108 Telephone: 650-960-1677 Industry: Pooled Investment Fund Fund Classification: Venture Capital Fund Investment Company Registered: No Investment Company Act Exclusion: Section 3(c)(7) Offering Exemption: Rule 506(b) Security Type: Pooled Investment Fund Interests Offering Amount: $125,000,000 Amount Sold: $0 Remaining: $125,000,000 Investors: 0 Minimum Investment: $0 First Sale: Yet to occur Offering Duration Over One Year: Yes Business Combination Transaction: No Sales Commissions: $0 Finder's Fees: $0 Related-Person Payments Reported: $0 Management Fee Permitted: Yes General Partner: Earthshot Ventures GP II, LLC Related Person: Michael Jackson Role: Managing Director of General Partner Related Person: Matt Logan Role: Managing Director of General Partner Related Person: Dawn Lippert Role: Managing Director of General Partner Signer: Michael Jackson
FUND I / FUND II EVOLUTION
Predecessor: Earthshot Ventures Fund I, LP Fund I CIK: 0001823058 Fund I Organized: 2020 Fund I SEC Filing: April 12, 2021 Fund I Initial Public First Close: $60 million Fund I Final / Current Platform-Reported Size: $94 million Fund II Target: $125 million Fund II Target Above Fund I Size: Approximately 33% Fund II Amount Sold at Initial Filing: $0 Fund II Proven to Have Closed Capital as of Filing Date: NO
Fund I Original GP: Earthshot Ventures GP I, LLC Fund II GP: Earthshot Ventures GP II, LLC Dawn Lippert Continuity Across Fund I and Fund II: YES Mike Jackson Current Fund II Management Role: YES Matt Logan Current Fund II Management Role: YES
ELEMENTAL / EARTHSHOT PENETRATION
Earthshot Launch Year: 2021 Origin: Spinout from Elemental Excelerator Current Elemental Brand: Elemental Impact Elemental Nonprofit Status: 501(c)(3) Earthshot Returns-Focused For-Profit Venture Strategy: YES Earthshot Independently Structured From Elemental: YES Shared Ecosystem / Network: YES Shared Founder / Team History: YES Elemental Capital Automatically Part of Earthshot Fund II: NO Earthshot Fund II Automatically Owns Elemental Portfolio: NO
Elemental Role: Catalytic capital Technology deployment Community projects Market validation Commercialization support
Earthshot Role: Early-stage venture capital Pre-Seed through Series B Returns-focused investment Commercial scale-up support
INVESTMENT STRATEGY EVOLUTION
Original Fund I Themes: Energy Mobility Food & Agriculture Industry Carbon
Current Earthshot Focus: AI x Infrastructure Energy Critical Minerals
Investment Stage: Pre-Seed through Series B
Geographic Mandate: Any geography according to official website
Earthshot-Reported Active Portfolio With AI at Core: More than 70%
Current Portfolio Examples: KoBold Metals Etched Emerald AI Unlimited Industries Mariana Minerals Atana Elements MOLG Cloover Hubble Network EarthOptics Kanin Energy Sunstone Credit Vaulted Deep Vibrant Planet
Portfolio Companies Proven to Be Held Specifically by Fund II: NO Fund II Had Begun Investing at September 10 Filing: Not established
INSTITUTIONAL LP EVIDENCE
Fund I Backers Publicly Identified at Launch: Emerson Collective John Doerr Tom Steyer McKinley Alaska Microsoft Employees' Retirement System of the State of Hawaii Stafford Capital Partners Chris Cox
Current Earthshot Website Also Names: Builders Vision Toyota Ventures McKinley Management Microsoft Hawaii ERS Emerson Collective
MacArthur Foundation Fund I Impact Investment: $3,000,000 Hawaii ERS Earthshot Fund I Commitment Publicly Reported: $2,750,000 Hawaii ERS Second Earthshot Fund I Commitment Publicly Reported: $5,000,000 Those Fund I Commitments Automatically Rolled Into Fund II: NO Fund II LP List Publicly Confirmed: NO
WEBSITE / ENTITY PENETRATION
Official Earthshot Website: earthshot.vc Official Website Confirmed: YES Fund II SEC Issuer Confirmed: YES Earthshot Ventures GP II Confirmed: YES Michael Jackson Fund II SEC Relationship: YES Matt Logan Fund II SEC Relationship: YES Dawn Lippert Fund II SEC Relationship: YES Dawn Lippert Official Role: General Partner Mike Jackson Official Role: General Partner Matt Logan Official Role: General Partner Austin Blackmon Official Role: Partner Elemental Relationship Confirmed by Both Organizations: YES Dedicated SEC-registered adviser independently confirmed: NO Adviser CRD confirmed: NO Fund II auditor publicly confirmed: NO Fund II administrator publicly confirmed: NO Fund II custodian publicly confirmed: NO Fund II legal counsel publicly confirmed: NO
CORE INVESTOR QUESTIONS
Has Earthshot Fund II completed a first close after the September 10 Form D How much of the $125 million target has since been committed Which Fund I LPs have re-upped into Fund II Will Hawaii ERS, Microsoft, Emerson Collective or other Fund I backers participate again What management fee applies during and after the investment period What carried interest applies What GP commitment will Earthshot make What is the Fund II investment period and total fund life Will Fund II maintain the same ownership targets as Fund I How much capital can Fund II reserve for follow-on rounds How much of Fund II is expected to go into AI infrastructure versus energy versus critical minerals Will capital-intensive mining and infrastructure companies require larger reserve ratios How are investments allocated between Earthshot and Elemental-affiliated investment vehicles Can the same company receive nonprofit catalytic capital from Elemental and venture equity from Earthshot How are conflicts managed when both platforms invest around the same company Which current portfolio companies belong to Fund I versus other Earthshot or Elemental vehicles What valuation policy applies to later-stage private holdings Who serves as administrator, auditor and custodian What percentage of Fund II is expected to be invested outside the United States How does the larger $125 million target change portfolio concentration relative to the $94 million first fund
PRIMARY EVIDENCE REVIEWED
SEC Form D for Earthshot Ventures Fund II, LP filed September 10, 2026. SEC Form D for Earthshot Ventures Fund I, LP filed April 12, 2021. Earthshot Ventures official website. Earthshot Ventures official portfolio. Earthshot Ventures official team and investment-philosophy materials. Elemental Impact official history and platform materials. Elemental Excelerator 2021 announcement of Earthshot Ventures and its $60 million first close. Elemental Impact documentation identifying Earthshot Ventures Fund I as a $94 million venture fund. MacArthur Foundation record for its $3 million Earthshot Ventures Fund I investment. Employees' Retirement System of the State of Hawaii public portfolio reports showing Earthshot Ventures Fund I commitments and valuations.
IMPORTANT FORM D NOTICE
Earthshot Ventures Fund II's $125 million figure is the stated maximum offering amount, not capital already raised. The September 10, 2026 Form D reports $0 sold, zero investors and no first sale. Earthshot Ventures Fund I's $94 million size is a separate predecessor-fund figure reported by Elemental Impact and should not be combined with the Fund II target. Likewise, Elemental Impact's nonprofit and other investment vehicles are independently structured and should not be treated as Earthshot Fund II assets. Form D and CIK records confirm exempt-offering filings and legal identities; they do not constitute SEC approval, endorsement or verification of Earthshot's portfolio or expected returns.