INDEPENDENT ASSESSMENT
Earthshot Ventures Fund II, LP is a verifiable 2026 Delaware venture fund whose September 10, 2026 SEC Form D discloses a fixed $125,000,000 offering under Rule 506(b) and Section 3(c)(7). The issuer was formed in 2026, is based at 447 Sutter Street, Suite 405 #455, San Francisco, and names Earthshot Ventures GP II, LLC as General Partner with Michael Jackson as a related person and signer. At the filing date, the fund reported $0 sold and zero investors, so the SEC notice should be read as a launch-stage filing rather than evidence that the full $125 million had already closed. The filing also states that the General Partner or its designee is entitled to a management fee, while sales commissions and finder's fees were reported at $0. The strongest research story is not simply that Earthshot launched a second fund; it is that Earthshot now sits inside a much broader climate-commercialization architecture alongside Elemental Impact, where one platform uses philanthropic, government and private capital to help de-risk technologies before Earthshot invests for competitive venture returns.
That Elemental connection is what makes Fund II structurally distinctive. Earthshot's own website describes the firm as a sister fund to Elemental Impact and says Elemental operates a family of nonprofit and for-profit investment vehicles designed to mobilize catalytic and institutional capital across energy security, supply-chain resilience and industrial decarbonization. Earthshot, launched in 2021, is positioned as the early-stage venture strategy targeting commercial returns alongside measurable environmental impact, while Elemental's ecosystem provides relationships with customers, investors, policymakers and project-finance channels. The same official materials name corporate partners including Microsoft, Amazon, Google and global utilities and describe a network built over roughly 15 years with more than 2,000 investors and 200 founders. For Fund II, the important diligence question is therefore how much sourcing, diligence and post-investment support actually flows through that shared ecosystem, and whether Earthshot receives privileged access to companies first validated through Elemental's catalytic capital programs.
Earthshot's current investment strategy is also noticeably more specific than the broad "climate tech" label used by many venture firms. The official site says the firm invests from Pre-Seed through Series B across any geography, focusing on the intersection of AI, software, robotics and critical systems, with an emphasis on companies that are cheaper, better or faster than existing solutions. Its current priority areas are AI x Infrastructure, Energy and Critical Minerals, and it says it invests in fewer than 0.4% of the companies it evaluates. Recent portfolio activity supports that thesis: Earthshot highlighted Cloover's profitability at a revenue run rate above $350 million and a new $100 million financing facility in September 2026, Emerald AI's $150 million Series A in August 2026, and follow-on financings in Etched and Mariana Minerals. Earlier portfolio additions included Hubble Network, Unlimited Industries and Atana Elements, which collectively expose the strategy to data-center power flexibility, AI-native infrastructure, space connectivity, advanced minerals exploration and energy-system software. Those company financing amounts are not Earthshot Fund II check sizes, but they demonstrate the thematic direction of the platform.
The team and LP base provide another layer of verification. Earthshot lists Dawn Lippert, Mike Jackson and Matt Logan as General Partners, Austin Blackmon as Partner, and several operating and venture partners around them. The firm says its team has collectively invested in more than 200 climate-tech companies and completed more than 25 exits before and during Earthshot's development, while earlier impact materials described more than 150 prior climate investments. The website also names several institutional or strategic LPs and investors, including Emerson Collective, McKinley Management, Builders Vision, Toyota Ventures, Microsoft and the Employees Retirement System of the State of Hawaii. These relationships support the picture of a real institutional venture platform, but they should not be interpreted as commitments specifically to Fund II unless the current LP schedule confirms that. Similarly, Earthshot's connection to Elemental can create sourcing and commercialization advantages, but it can also create allocation questions if both platforms encounter the same company at different financing stages or through different capital instruments.
FINAL ASSESSMENT
Earthshot Ventures Fund II is a genuine SEC-filed venture fund with a clearly identified sponsor, a $125 million target, Rule 506(b), Section 3(c)(7) and a strategy that has become increasingly concentrated around AI infrastructure, energy and critical-mineral systems. The most distinctive part of the case is the Earthshot–Elemental architecture: Earthshot is not operating as a standalone climate VC brand, but alongside a much larger commercialization ecosystem that blends catalytic, government, philanthropic and private capital. That potentially gives Fund II unusual access to technology validation, customers and policy networks, while also creating important questions around deal allocation and the boundary between catalytic and commercial capital. Since the September 2026 Form D still showed $0 sold, investors should obtain the latest closing schedule, current commitments, management-fee and carry terms, portfolio allocation policy, Fund I performance, current Fund II investments and any formal relationship agreements with Elemental before treating the $125 million offering target as committed capital or current AUM.
SEC SNAPSHOT
SEC CLASSIFICATION: Pooled Investment Fund | EXEMPTION: Rule 506(b) | ICA EXCLUSION: Section 3(c)(7) | TOTAL OFFERING: $125,000,000 | TOTAL SOLD AT FILING: $0 | REMAINING: $125,000,000 | INVESTORS AT FILING: 0 | SALES COMMISSIONS: $0 | FINDER'S FEES: $0.
ITEM 16: $0 related-person use of proceeds reported, with clarification that the General Partner or its designee is entitled to a management fee.
IMPORTANT CAPITAL DISTINCTION: $125M is the offering target. The September 10, 2026 Form D reported $0 sold and zero investors, so it should not be described as a $125M closed fund unless later primary evidence confirms a close.
WEBSITE / ENTITY PENETRATION
OFFICIAL DOMAIN: earthshot.vc | LAUNCHED: 2021 | OFFICIAL STRATEGY: Pre-Seed to Series B | geographic mandate: global | focus areas: AI x Infrastructure, Energy, Critical Minerals | portfolio selection: fewer than 0.4% of companies evaluated, according to the firm.
SISTER PLATFORM: Elemental Impact | model: nonprofit + for-profit investment vehicles | role: catalytic capital, government and private-capital mobilization, technology deployment and commercialization support | Earthshot positioned as the competitive-return early-stage venture strategy.
TEAM: Dawn Lippert — General Partner | Mike Jackson — General Partner | Matt Logan — General Partner | Austin Blackmon — Partner | Ramsay Siegal — Venture Partner.
PUBLIC LP / INVESTOR NAMES ON OFFICIAL SITE: Emerson Collective | McKinley Management | Builders Vision | Toyota Ventures | Microsoft | Employees Retirement System of the State of Hawaii. These should not automatically be described as Fund II investors without the current LP schedule.
RECENT PLATFORM ACTIVITY: Cloover | Emerald AI | Etched | Mariana Minerals | Hubble Network | Unlimited Industries | Atana Elements. These are platform-level portfolio references and should not automatically be attributed to Fund II without fund-level ownership records.
CURRENT FUND II COMMITMENTS: NOT PUBLICLY ESTABLISHED BY THE SEPTEMBER FORM D | CURRENT NAV: NOT DISCLOSED | MANAGEMENT FEE RATE: NOT DISCLOSED IN FORM D | CARRY: REQUIRES FUND DOCUMENTS | FUND I IRR / TVPI / DPI: NOT PUBLICLY VERIFIED IN THE SOURCES REVIEWED.
CORE INVESTOR QUESTIONS
Has Fund II completed an initial close after the September 10 Form D | What is current committed capital versus the $125M target | Which portfolio companies are specifically allocated to Fund II rather than Fund I or affiliated vehicles | How are opportunities allocated between Earthshot and Elemental | Can Elemental invest first and Earthshot later in the same company | Are valuations or terms influenced by prior Elemental catalytic capital | What management fee and carry apply | What is Fund I's current TVPI, DPI and IRR | How concentrated is Fund II by energy, AI infrastructure and critical minerals | What ownership targets and reserve policy does the fund use | How much follow-on capital is reserved | What governance rights are typically obtained | How are climate-impact metrics calculated and audited | Are government grants, project finance or policy incentives material to portfolio-company economics
CORE RISKS
Early-stage venture risk | climate-tech commercialization risk | hardware and infrastructure capital intensity | critical-mineral development risk | AI infrastructure cyclicality | regulatory and policy dependence | government-incentive exposure | long time-to-scale | follow-on financing risk | valuation risk | allocation conflicts between Earthshot and Elemental | impact-measurement risk | platform LP names should not be assumed to be Fund II LPs | company financing rounds do not equal Earthshot investment amounts | $125M offering target does not equal current committed capital.
INDEPENDENT CONCLUSION
Earthshot Ventures Fund II stands out because its SEC filing can be linked to a much broader commercialization system rather than a conventional standalone climate VC model. The legal fund itself is straightforward: Delaware LP, $125 million target, Rule 506(b), Section 3(c)(7), Earthshot Ventures GP II and Michael Jackson. The deeper investment story is the integration with Elemental Impact's catalytic and deployment ecosystem, which potentially gives Earthshot access to technologies, customers and policy relationships before many traditional venture investors see them.
The diligence challenge is to separate the strength of that ecosystem from the economics of Fund II itself. Investors should verify current committed capital, live Fund II portfolio holdings, allocation rules with Elemental, Fund I performance, fee and carry terms and any dependence on government or catalytic capital. The SEC Form D verifies the offering but does not mean the SEC approved Earthshot Ventures Fund II, Elemental Impact, any portfolio company, climate-impact claim or future investment return.
PRIMARY EVIDENCE REVIEWED
U.S. Securities and Exchange Commission — Earthshot Ventures Fund II, LP — CIK 0002150110 — Form D filed September 10, 2026 — $125M offering — Rule 506(b) — Section 3(c)(7) — $0 sold at filing.
Earthshot Ventures official website — investment strategy, team, Elemental Impact relationship, LP names and platform positioning.
Earthshot Ventures current news and portfolio updates — 2025–2026 activity across Cloover, Emerald AI, Etched, Mariana Minerals, Hubble Network and related companies.
IMPORTANT FORM D NOTICE:
Form D is a notice filing for an exempt securities offering. It does not mean that the SEC approved Earthshot Ventures Fund II, Earthshot Ventures, Elemental Impact, any portfolio company, climate-impact claim, valuation, management fee or future investment performance.