Reg D 506(c) · Accredited Investors Only
Iron Horse Energy Fund 2
Own Non-Operated Working Interests in U.S. Oil & Gas Production
Invest in a diversified portfolio of non-operated working interests across proven U.S. basins, designed for monthly income, early capital return, and meaningful tax advantages.
$50K
Minimum Investment
~2.5 Years
Return of Initial Capital
~2.1x
Target Return over 7-10+ Years Hold Period
85%-95%
Estimated Year-One K-1 Tax Loss
Reg D 506(c) · Accredited Investors Only · Offering Closes November 30, 2026
Investment Overview
Watch the Investor Webinar Recording
Watch the recording of our investor webinar held on November 9 at 5 PM PST / 8 PM EST to learn more about Iron Horse Energy Fund 2.
Tip: Start at the 4-minute mark and watch at 1.25x speed.
The Opportunity
Why Investors Are Considering Iron Horse Energy Fund II
Front-Loaded Capital Return
Targeting up to 100% of invested capital returned within ~2.5 years.
Monthly Passive Income
Monthly distributions are expected once production and operator payments commence.
Tax-Advantaged Structure
Approximately 85%-95% estimated Year 1 K-1 tax loss through IDCs, TDCs, and other eligible expenses.
Diversified Portfolio
Exposure across multiple operators, basins, and newly drilled wells to reduce single-asset concentration.
Inflation-Resistant Real Assets
Commodity-backed cash flow tied to domestic oil and gas production.
Why Oil & Gas, Why Now?
Global energy demand remains strong, while years of upstream underinvestment and ongoing geopolitical disruptions have tightened global supply. At the same time, existing wells naturally decline, creating a continued need for new drilling.
Iron Horse Energy Fund II focuses on proven U.S. basins and domestic working interests, with underwriting designed to remain resilient across changing commodity prices.
Persistent Global Demand
Oil remains essential to transportation, manufacturing, and global trade.
Supply Underinvestment
Years of capital discipline have constrained new production growth and reduced spare capacity.
Domestic Energy Advantage
Geopolitical disruptions have reinforced the strategic importance of reliable U.S. oil and gas production.
Tax Advantages
Oil and gas investments may provide significant first-year deductions through IDCs and other eligible expenses.
Strategy
Institutional-Quality Access to U.S. Energy
Iron Horse Energy Fund 2 invests in non-operated working interests alongside experienced public and private operators across proven U.S. oil and gas basins.
The strategy focuses on diversification across major operators, multiple basins, and newly drilled wells, with conservative underwriting and limits on single-well concentration.
Target investments must meet disciplined underwriting criteria
- Major operators with extensive drilling experience
- Proven basins: Permian, Eagle Ford, Anadarko, Niobrara, and Bakken
- Approximately $40 maximum breakeven oil price
- Underwritten at $65 oil and $3.50 gas
- Approximately 85%-95% estimated Year-One K-1 tax loss
- Target ownership of approximately 10% or less per well
- Diversified exposure across newly drilled wells to reduce single-asset concentration
Tax Benefits
Tax advantages unique to energy
Oil and gas investments can offer meaningful tax advantages through Intangible Drilling Costs, Tangible Drilling Costs, and depletion allowances. Iron Horse Energy Fund 2 is structured to maximize eligible deductions in the early years while providing ongoing tax benefits as wells produce income.
85%-95%
Estimated Year-One K-1 Tax Loss
15%
Potential Gross Income Exclusion Through Depletion
95.6%
Fund I Investor K-1 Loss
Intangible Drilling Costs
Non-recoverable drilling expenses such as labor, fuel, hauling, and site preparation may be deductible in the year incurred.
Tangible Drilling Costs
Physical equipment such as casing, wellheads, and production equipment may qualify for accelerated depreciation under current tax rules.
Depletion Allowance
Eligible investors may be able to exclude a portion of gross production income from taxation through the depletion allowance.
Tax treatment varies by investor and depends on individual circumstances. Investors should consult their own qualified tax advisor. The figures above are estimates, not guarantees.
Experienced Team. Disciplined Risk Management.
Sponsor's track record reflects decades of execution and risk management in the energy sector.
200+
Deals
1,200+
Wells
200M+
BBL Oil
750+
BCF Gas
1,100+
Investors
<1%
Commercial Failure Rate
Risk Mitigation Strategies
- Uncertain ReturnsDiversification across wells, basins, and operators.
- Commodity Price VolatilityLow breakeven thresholds provide downside protection.
- Production RiskFocus on proven basins and experienced operators.
- Drilling DelaysMulti-well diversification reduces single-project impact.
- Operating Cost RiskContingency reserves provide additional protection.
Zero Capital Calls to Investors
A potential capital call occurred in a prior deal, but the GP team covered it rather than passing it on to investors. This experience helped reinforce the move toward a diversified fund structure.
Fund Terms
Reg D 506(c) · Accredited Investors Only · Offering Closes November 30, 2026
Fund Size
$5,000,000
Minimum Commitment
$50,000
Offering Closes
November 30, 2026
Hold Period
7-10+ Years
Distributions
Monthly, once commenced
Estimated Return of Capital
~2.5 Years
Year-One Estimated K-1 Tax Loss
85-95% of Investment
Estimated Target Return
~2.1x
Profit Split
90/10 LP/GP
Fees
2% Admin, Legal fee
Shetal Shah
Founder | Passively Capital
Shetal helps accredited investors evaluate private investment opportunities with a focus on alternative assets, commercial real estate, tax-efficient investing, and opportunities designed for busy professionals.
After more than two decades in technology leadership, Shetal transitioned his focus toward commercial real estate and alternative investments. Through Passively Capital, he brings an operator's perspective to evaluating opportunities, with an emphasis on disciplined underwriting, transparency, alignment, and understanding both the potential upside and the risks before investing.
FAQ
Frequently Asked Questions
How do I reserve my allocation?
Commitments are accepted on a first-come, first-served basis until the $5 million fund is fully subscribed or the offering closes November 30, 2026.
Review the offering materials
Start with the deal deck, fund terms, and investment calculator before deciding whether to participate.
Submit your commitment through the deal room
Access the deal room to indicate your commitment amount. Commitments are accepted on a first-come, first-served basis.
Complete accreditation and subscription documents
Complete the Rule 506(c) accreditation verification process and execute the subscription documents.
Fund your investment by wire or ACH
Fund your commitment using the instructions provided in the deal room before the offering closes.
Open to accredited investors only.
Important Disclosure
This offering is made available to accredited investors only under Rule 506(c) of Regulation D. All investments involve risk and may result in partial or total loss of capital. Past performance does not guarantee future results.
This material is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy securities. This material is not legal, tax, or investment advice. Please read the Private Placement Memorandum carefully before investing.
Oil and gas investments are speculative and involve substantial risk, including commodity price volatility, drilling and production risk, and the possible loss of some or all invested capital. Target returns, tax estimates, distribution schedules, and hold periods are based on underwriting assumptions and are not guaranteed. Investors should review the final offering documents and conduct their own due diligence before investing.
© 2026 Passively Capital. All Rights Reserved. For Accredited Investors Only.