SEC Filing Record

Offering Amount

Indefinite

Strategy

PE

Exemption

06b

Date Filed

May 20, 2026

0002136103-26-000001

View on SEC EDGAR →

37A Read

The dual-GP structure with a named UGP entity alongside a main GP LP signals a tiered management arrangement, likely separating operational control from ultimate economic decision-making — a pattern common when institutional co-sponsors or continuation vehicles need distinct liability or governance boundaries.

The absence of prior EDGAR filings combined with a $0 placeholder offering and three named individuals (Miller, Darden, Howard) indicates this is either a new manager entering the SEC filing regime for the first time or a continuation/spin-out from an unregistered predecessor, making LP verification of these principals' prior fund experience essential before proceeding.

Filing in May 2026 aligns with Q2 capital call cycles and positions the fund to deploy into a potential second-half market window, though the placeholder status suggests the offering target remains uncertain — a signal that LP commitment targets or fund economics are still under negotiation with anchor investors.

Verify whether the three named individuals have key-man provisions tied to them individually or as a cohort, and confirm whether this filing represents a true continuation of Fund I or a parallel strategy — re-check EDGAR and SEC databases under the GPs' names and entities in 60–90 days when an amended filing with actual offering size typically appears.

Full analysis (GP structure, exemption breakdown, and market context) is available to Pro members.

Unlock Pro · $29/month → Sign in

Principals

General Partners & Executives

n/a Grey Rock Net Zero Opportunities Fund II GP, LP n/a Grey Rock Net Zero Opportunities Fund II UGP, LLC Matt Miller Thad Darden John Howard

Grey Rock Net Zero Opportunities Fund II, LP