INDEPENDENT ASSESSMENT
Baceline Income & Growth Fund, LLC is a verifiable 2026 Delaware pooled investment vehicle managed by Baceline Investments, LLC, and its September 10, 2026 SEC Form D contains one of the more unusual capital-formation patterns in this group. The filing reports an indefinite Rule 506(b) offering with $158,995,142 already sold to 412 investors only fourteen days after the stated first sale on August 27, 2026. It offers both equity and pooled investment fund interests, lists a $0 technical minimum investment, reports no sales commissions or finder's fees, and states that Baceline Investments, LLC is the manager of the issuer. Most importantly, the form checks "Yes" for a business-combination transaction, meaning the offering is connected to a merger, acquisition, exchange offer or similar transaction rather than looking like a simple greenfield blind-pool launch. On the same day, Baceline filed a second new vehicle — Baceline USRE Income & Growth Fund, LLC — that reported another $234,957,900 sold. Those two filings therefore represent approximately $393.95 million of reported securities sales, but they are separate legal issuers and should not automatically be combined into current NAV or AUM.
The simultaneous launch of the two 2026 funds is the defining story. Baceline Income & Growth Fund lists Baceline Investments, LLC as manager, while Baceline USRE Income & Growth Fund lists BIGUSRE Manager, LLC; both were formed in 2026, both filed on September 10, both report August 27 as the first-sale date, both use Rule 506(b), and both show indefinite offerings. The main vehicle reports 412 investors and $158.995 million sold, while the USRE vehicle reports $234.958 million sold. Because the primary Baceline fund explicitly marks the transaction as a business combination, the most defensible interpretation is that these vehicles are part of a broader restructuring, consolidation or rollover process rather than two unrelated new fundraising programs. The SEC forms do not publicly identify exactly which legacy funds, properties or investor interests moved into each new issuer, so it would be wrong to describe the pair as a confirmed merger of specific predecessor vehicles without the transaction documents. The right diligence question is what existing Baceline assets and investor interests were exchanged into the new Income & Growth structures, at what values, and whether legacy investors retained identical economics.
Baceline's filing history gives that restructuring hypothesis real context. The firm has operated multiple income-focused real estate funds over many years, including Baceline-ACFO Income Fund, Baceline-PCM Income Fund, Baceline-UMB Income Fund, Baceline-JFG Income Fund and earlier Baceline USRE vehicles. Public Form D records show, for example, approximately $10.675 million sold in Baceline-ACFO, $9.418 million in Baceline-PCM, $20.68 million in Baceline-UMB and $27.5 million in Baceline-JFG, all using the same Denver infrastructure and Baceline Investments as manager or promoter. These amounts should not be mechanically summed and assigned to the new 2026 funds because public evidence does not establish which predecessor interests were included in the business combination. But the pattern matters: Baceline historically used multiple separate income-fund entities, and the new 2026 names — "Income & Growth Fund" and "USRE Income & Growth Fund" — are consistent with a move toward broader successor or consolidation vehicles.
Independent property records also verify that Baceline is not merely a filing shell. Texas accessibility records identify The Baceline Group as owner of Preston Lloyd Shopping Center in Dallas and Northwest Crossing Baceline, LLC as owner of a Garland retail property, both using Baceline's Denver address. Oklahoma County property records similarly identify Brixton Square Baceline LLC as owner of a substantial commercial property in Oklahoma City. These records do not prove that those particular properties sit inside the 2026 Income & Growth Fund, and they should not be presented as confirmed portfolio holdings without the new fund's asset schedule. They do, however, independently support Baceline's operating model as a real-estate owner focused on neighborhood and necessity-oriented commercial assets rather than a purely financial wrapper. The new fund's actual portfolio therefore needs to be reconstructed from the merger schedule, contribution agreements, property-level SPVs and updated investor reporting rather than inferred from historic Baceline ownership alone.
FINAL ASSESSMENT
Baceline Income & Growth Fund has a strong legal and operating verification profile, but its 2026 filing should be understood primarily as a restructuring event. The SEC record confirms $158.995 million sold to 412 investors, Rule 506(b), an indefinite offering, Baceline Investments as manager and, unusually, a "Yes" response to the business-combination question. The parallel USRE vehicle adds another $234.958 million of reported sales on the same first-sale date, strongly reinforcing the idea that Baceline was reorganizing or rolling existing capital into new structures rather than simply starting two unrelated funds from zero. The central diligence questions are therefore which legacy funds and properties were contributed, how each asset was valued at rollover, whether investors received exchange ratios or new units, how management fees and performance allocations changed, and whether the new Income & Growth structure creates materially different liquidity, leverage or governance terms from the predecessor vehicles.
SEC SNAPSHOT
SEC CLASSIFICATION: Pooled Investment Fund / Other Investment Fund | SECURITY: Equity + Pooled Investment Fund Interests | EXEMPTION: Rule 506(b) | FIRST SALE: August 27, 2026 | OFFERING: Indefinite | DURATION: More than one year.
TOTAL SOLD: $158,995,142 | INVESTORS: 412 | MINIMUM INVESTMENT: $0 technical Form D field | SALES COMMISSIONS: $0 | FINDER'S FEES: $0.
BUSINESS COMBINATION: YES | this is one of the most important fields in the filing and materially differentiates the vehicle from a normal new blind-pool launch.
MANAGER: Baceline Investments, LLC | SIGNER: Lindsey Reevie — Executive Vice President, Operations.
ITEM 16: $0 estimated related-person use of proceeds, but the filing states that related persons or affiliates may receive performance allocation and asset-management fees, with the amount not currently estimable.
PARALLEL 2026 VEHICLE: Baceline USRE Income & Growth Fund, LLC | CIK: 0002150113 | formed 2026 | Form D filed September 10, 2026 | first sale August 27, 2026 | Rule 506(b) | $234,957,900 sold.
IMPORTANT CAPITAL DISTINCTION: $158.995M + $234.958M = approximately $393.953M of reported securities sold across two separate issuers. That is not automatically current combined NAV or AUM.
WEBSITE / ENTITY PENETRATION
SPONSOR: Baceline Investments / The Baceline Group | OPERATING BASE: 511 Broadway, Denver, Colorado.
LEGACY BACELINE FUND FAMILY: Baceline-ACFO Income Fund | Baceline-PCM Income Fund | Baceline-UMB Income Fund | Baceline-JFG Income Fund | earlier Baceline USRE vehicles. Public filings show a long-running multi-vehicle income-fund structure.
INDEPENDENT PROPERTY EVIDENCE: Preston Lloyd Shopping Center — Dallas | Northwest Crossing — Garland | Brixton Square — Oklahoma City. Public property and regulatory records identify Baceline-related ownership entities, but these assets should not be assigned to the 2026 fund without the current portfolio schedule.
CURRENT 2026 FUND PORTFOLIO: NOT PUBLICLY IDENTIFIED IN FORM D | EXCHANGE / MERGER RATIO: NOT DISCLOSED | LEGACY VEHICLES CONTRIBUTED: NOT CONFIRMED | CURRENT NAV: NOT DISCLOSED | LEVERAGE: REQUIRES FUND DOCUMENTS | MANAGEMENT FEE / PERFORMANCE ALLOCATION RATE: NOT DISCLOSED IN FORM D.
CORE INVESTOR QUESTIONS
Which predecessor Baceline funds or SPVs were contributed into the 2026 Income & Growth Fund | What exactly triggered the Form D business-combination flag | Were legacy investors rolled automatically or given cash / election alternatives | How were properties valued for the exchange | What appraisal firms were used | Which assets moved into the main fund versus the USRE fund | Are the two 2026 vehicles parallel, feeder or economically different structures | What is current NAV after the business combination | What leverage sits at fund and property level | What management fee and performance allocation apply | Did investor economics change from the predecessor funds | Are redemption or transfer rights different | What concentration exists by tenant, property, market and retail category | Which properties are currently in each legal vehicle
CORE RISKS
Business-combination valuation risk | rollover / exchange-ratio risk | legacy-fund complexity | property-level leverage | retail tenant credit | geographic concentration | commercial real-estate valuation risk | interest-rate and refinancing risk | asset-management and performance-fee complexity | possible cross-vehicle allocation conflicts | limited current portfolio disclosure | two parallel 2026 funds should not be double-counted | reported Form D sales do not equal current NAV.
INDEPENDENT CONCLUSION
Baceline Income & Growth Fund is unusually important because its first Form D looks less like the launch of a brand-new real-estate fund and more like the legal documentation of a large restructuring. In only fourteen days from first sale, the main vehicle reported $158.995 million sold to 412 investors, while the parallel USRE vehicle reported $234.958 million on the same first-sale date. The business-combination flag on the main filing is the critical clue that distinguishes this case from ordinary fundraising.
For investors, the next step is not to ask only how much Baceline raised, but what was exchanged into the new structure. The decisive documents are the merger or contribution agreement, legacy-fund mapping, asset schedule, appraisal package, exchange ratios, updated fee terms, leverage schedule and post-combination NAV. Until those are reviewed, the SEC filing confirms a real and substantial transaction but does not show the exact economic bridge from Baceline's legacy income vehicles into the 2026 Income & Growth structure.
PRIMARY EVIDENCE REVIEWED
U.S. Securities and Exchange Commission — Baceline Income & Growth Fund, LLC — CIK 0002149447 — Form D filed September 10, 2026 — $158,995,142 sold — 412 investors — Rule 506(b) — business combination: Yes.
U.S. Securities and Exchange Commission / filing records — Baceline USRE Income & Growth Fund, LLC — CIK 0002150113 — Form D filed September 10, 2026 — $234,957,900 sold — first sale August 27, 2026.
SEC Form D history — Baceline-ACFO, Baceline-PCM, Baceline-UMB and Baceline-JFG Income Funds — legacy multi-fund structure under Baceline Investments.
Texas Department of Licensing and Regulation and Oklahoma County property records — independent confirmation of Baceline-related ownership of commercial real-estate assets.
IMPORTANT FORM D NOTICE:
Form D is a notice filing for an exempt securities offering. It does not mean that the SEC approved Baceline Income & Growth Fund, Baceline Investments, any merger or business combination, property valuation, management fee, performance allocation or future investment performance.