INDEPENDENT VERDICT
Kimmeridge Carbon Solutions II LP is the second-generation energy-transition private fund of Kimmeridge Energy Management Company, not an independent climate startup fund. The September 3, 2026 Form D/A reports $46.7 million sold to 16 investors under Rule 506(c) and Section 3(c)(7), with an indefinite offering, a reported $0 minimum and zero sales commissions or finder fees. The same CIK reported no capital sold in both its 2024 New Notice and September 2025 amendment, and the latest filing now identifies December 1, 2025 as the first-sale date, which makes the 2026 filing the first public evidence of meaningful Fund II capital formation. KCS II GP LP is the general partner, KCS II GP LLC is general partner of the GP, and Benjamin Dell, Neil McMahon and Henry Makansi are each named as principals of the partnership. Kimmeridge Energy Management Company is also identified as promoter, tying Fund II directly to the sponsor rather than relying on brand inference.
Kimmeridge itself is a much larger energy-focused investment platform. The firm says it was founded in 2012, employs more than 65 investment and operations professionals in New York and Denver and currently manages more than $10.5 billion. Its investment franchise spans private energy investments, public engagement and Carbon Solutions. The Carbon Solutions strategy is defined by Kimmeridge as investing at the front end of the carbon cost curve and using the firm's direct operating and land-aggregation expertise to reduce or offset emissions while pursuing economic returns. Kimmeridge's sustainability materials describe the mandate more broadly across solar and wind development, carbon removals, software and other technologies or assets that can decarbonize industrial activity. That makes Fund II a private energy-transition vehicle rather than a narrowly defined carbon-credit fund, and investors should not assume that every investment produces tradable offsets.
The predecessor strategy provides unusually strong evidence of what Kimmeridge means by "Carbon Solutions." Kimmeridge publicly identifies Chestnut Carbon, 38 Degrees North and SYSO Technologies among its selected investments. Chestnut develops U.S. nature-based carbon-removal projects through afforestation and forest restoration; Kimmeridge's 2024 sustainability report said Chestnut had planted more than 17 million native trees across more than 30,000 acres and was backed by Kimmeridge from its founding in 2022. 38 Degrees North develops and operates distributed generation, community solar, battery storage and related sustainable infrastructure and announced more than $230 million of corporate growth capital in 2025 with Kimmeridge among the new equity investors. SYSO Technologies operates renewable-energy and battery-storage assets and helps optimize their participation in power markets. These investments establish a real operating footprint in carbon removal, renewables and storage, but public materials do not identify which assets, if any, are specifically held by Fund II versus the predecessor Carbon Solutions fund, co-investments or other Kimmeridge entities.
Fund II also sits inside a sponsor whose energy-transition activity increasingly intersects with traditional energy rather than existing in a separate "green" silo. In 2025 Kimmeridge entered a memorandum of understanding with Bion Environmental Technologies to evaluate integrating Bion's ammonia-recovery technology with a Kimmeridge-affiliated renewable natural gas facility, and the parties extended that arrangement in June 2026. The proposed work covers engineering, testing, lifecycle analysis and potential joint-venture development. At the same time, Kimmeridge remains a major investor in conventional oil, gas and LNG platforms such as Caturus and Commonwealth LNG. Investors should therefore understand Carbon Solutions II as part of an "energy transition with economic return" framework rather than a fossil-fuel exclusion strategy. The fund may benefit from Kimmeridge's geology, land, infrastructure, project-development and energy-market expertise, but it also faces risks tied to policy, permitting, tax incentives, carbon-credit integrity, development timelines, technology commercialization and power-market economics.
FINAL ASSESSMENT
Kimmeridge Carbon Solutions II has a clear sponsor, a now-active fundraising record and one of the better documented carbon-solutions platforms in this batch. SEC filings establish $46.7 million of subscriptions from 16 investors and directly identify the GP and Kimmeridge principals; IAPD confirms Kimmeridge Energy Management Company as an SEC-registered adviser; and the firm's public portfolio provides tangible evidence across forestry-based carbon removal, distributed solar, battery storage and renewable-asset management. The largest remaining information gap is Fund II itself: public sources do not yet disclose its current portfolio, target size, final-close objective, management fee, carry, preferred return, investment period, reserve strategy or exact allocation between carbon removal, renewables, software and other decarbonization themes. Investors should therefore treat the $46.7 million figure as current Form D capital formation, not as evidence of full deployment or final fund scale.
KEY FINDINGS / FUND II HISTORY / SPONSOR STRUCTURE
Kimmeridge Carbon Solutions II LP was formed in Delaware in 2024 and initially filed with no amount sold. Its September 2025 amendment still reported $0 sold. The latest September 3, 2026 amendment changes the history materially by reporting a December 1, 2025 first sale and $46.7 million cumulatively sold to 16 investors. The offering is indefinite under Rule 506(c) and Section 3(c)(7), with $0 minimum reported in Form D, no commissions or finder fees and $0 related-person use of proceeds. The filing also states that the issuer charges a management fee described in its offering documents. KCS II GP LP is general partner; KCS II GP LLC is general partner of that GP; Benjamin Dell, Neil McMahon and Henry Makansi are listed as principals; and Kimmeridge Energy Management Company LLC is listed as promoter. The predecessor Kimmeridge Carbon Solutions LP was formed in 2021 and used a substantially similar sponsor architecture, so the two should be treated as successive vintages within one Kimmeridge Carbon Solutions franchise rather than unrelated brands.
MANAGER / TEAM / REGULATORY STATUS
Kimmeridge Energy Management Company LLC is an SEC-registered investment adviser under CRD 160432 / SEC 801-74251, registered since March 26, 2012. Kimmeridge currently reports more than $10.5 billion of firmwide AUM and more than 65 investment and operations professionals. Ben Dell is a Managing Partner who oversees investment activity across the firm and is also CEO of Chestnut Carbon; before Kimmeridge he covered exploration and production at Sanford C. Bernstein and earlier worked at BP in finance, M&A, geology and geophysics. Henry Makansi is a Managing Partner focused on energy and energy-transition investments and sits on boards including Chestnut Carbon, 38 Degrees North, SYSO and LandGate after earlier investing roles at Warburg Pincus. Neil McMahon is also named as a principal in Fund II's Form D. These biographies help explain why Kimmeridge approaches Carbon Solutions through operating assets, project development and industrial energy systems rather than only venture software or public clean-tech equities.
PORTFOLIO EVIDENCE / CARBON SOLUTIONS STRATEGY / ENTITY PENETRATION
Kimmeridge's official investment list identifies Chestnut Carbon, 38 Degrees North and SYSO Technologies as energy-transition investments. Chestnut is a nature-based carbon-removal developer using afforestation and forest management; Kimmeridge reported more than 17 million trees planted across over 30,000 acres by the end of 2024, while earlier disclosures highlighted a long-term carbon-removal offtake with Microsoft. 38 Degrees North invests in distributed generation, community solar, battery storage and sustainable infrastructure, and SYSO provides renewable-energy and battery-storage asset management and power-market optimization. Kimmeridge's wider 2025–2026 activity also includes the Bion Environmental Technologies RNG/ammonia-recovery collaboration. These holdings and collaborations are sponsor-level or predecessor-platform evidence; without fund-specific ownership documentation they should not automatically be attributed to Carbon Solutions II.
INVESTOR DILIGENCE / CORE RISKS
Investors should obtain Fund II's current portfolio, committed capital, target size, hard cap, GP commitment, management fee, carried interest, preferred-return structure, investment period, recycling provisions, portfolio-company valuations and reserve policy. They should also ask what percentage of capital targets nature-based carbon removal versus renewable power, battery storage, RNG, carbon-management software and other transition technologies; whether projects depend on federal tax credits, renewable-energy certificates or voluntary carbon credits; how permanence, additionality and verification risk are handled in forestry projects; and how project-level debt or development leverage is used. Core risks include permitting and interconnection delays, construction cost overruns, changing tax or subsidy regimes, carbon-credit quality and pricing, merchant power-price volatility, battery degradation, technology obsolescence, project financing, illiquidity, development-stage valuation and concentration in a limited number of private assets.
SEC SNAPSHOT / PRIMARY EVIDENCE
Issuer: Kimmeridge Carbon Solutions II LP; CIK 0002035811; SEC File No. 021-523002; Delaware LP formed in 2024; 15 Little West 12th Street, 4th Floor, New York, NY 10014; phone 646-517-3323; latest Form D/A filed September 3, 2026; first sale December 1, 2025; private equity / pooled investment fund; Rule 506(c); Section 3(c)(7); indefinite offering; $46,700,000 sold; 16 investors; $0 minimum reported; $0 commissions and finder fees. Primary evidence reviewed includes the 2024–2026 SEC Form D history, SEC IAPD for Kimmeridge Energy Management Company, Kimmeridge's official strategy and team pages, 2023 and 2024 sustainability reports, official investment pages for Chestnut Carbon, 38 Degrees North and SYSO, and SEC-filed Bion Environmental Technologies agreements concerning the RNG/ammonia-recovery collaboration.
IMPORTANT FORM D NOTICE
Form D is a notice of an exempt securities offering and does not mean the SEC has approved, endorsed, audited or verified Kimmeridge Carbon Solutions II, Kimmeridge Energy Management Company, any portfolio company, carbon credit, renewable-energy project, technology, historical return or expected result. The $46.7 million Form D amount represents securities sold by Fund II as reported in September 2026 and is not Kimmeridge's firmwide AUM, the predecessor Carbon Solutions fund's assets or the value of Chestnut Carbon, 38 Degrees North or any other portfolio company. Kimmeridge's company-reported $10.5 billion platform AUM is a separate sponsor-level figure. Investors should independently review current audited statements, portfolio ownership, valuation, fees, leverage, tax-credit exposure, carbon-credit assumptions and liquidity before investing.