Grant Cardone's Fund for Ordinary People Has Raised $1 in Thirteen Months. His Accredited Fund Raised $43.4m in Three Weeks

Updated October 8, 2026 — the SEC has now qualified the offering. EDGAR shows a notice of qualification for Cardone Non Accredited Fund, LLC dated September 4, 2026 (accession 9999999994-26-000165), eleven days after the August 24 amendment we analyze below and before the three-year date we flagged. It is the first QUALIF on this offering since September 28, 2023. So the offering can take money again; what the filings do not show yet is whether anyone is putting money in. The amount-sold, promote and fee analysis below is unchanged; the passages about the missing qualification describe the record as of August 27, 2026.

What actually changed on August 24

The interesting thing about this filing is how little of it is new, and which part is.

We converted both the July 24 and the August 24 circulars to text and diffed them. The entire difference is 85 lines. Strip out the amendment number, the date, the signature block and about a dozen typo fixes ("468 - unit" becoming "468-unit"), and one substantive change remains: the August filing puts back roughly 2,200 words that the July filing had taken out.

The restored material is the fund's Investment Company Act and Investment Advisers Act analysis — the argument for why it is not an unregistered investment company — together with three risk factors. Here is the word count across three consecutive versions of the same document:

The three risk factors that disappeared in July and came back in August are the ones about being deemed an investment company, about the manager possibly being deemed an investment adviser, and this one:

"If the Company is deemed to be an investment company under the Investment Company Act, and if we sell securities in reliance on Regulation A and operate as an unregistered investment company due, the Company could be liable for violating Section 5 of the Securities Act … Section 5 allows purchasers to sue the Company for selling a non-exempt security without registering it; the purchasers may seek rescission with interest, or damages if the purchaser sold his securities for less than he purchased them."

(The stray "due," is in the original.)

A direct comparison of the restored Investment Company Act section against the July 2025 text returns three differences, all punctuation. It is the same text, put back.

We do not know why it came out, and we do not know why it went back. No SEC comment letter for this entity appears on EDGAR in 2025 or 2026, and comment letters are only released publicly some weeks after a review finishes, so a live review would not be visible yet. What we can say is what the document shows: disclosure about rescission liability was removed from a live offering circular in July and reinstated verbatim in August, and the reinstatement is essentially the only substantive thing the August amendment does.

The self-qualifying sentence at the heart of that section is worth reading on its own:

"Note that the Company's above status analysis that section 3(a) of the Investment Company Act of 1940 does not apply is substantially dependent on its conclusion that its interests in the Cardone Member LLCs are not securities."

The dollar

Now the part that a reader with $5,000 should look at first. From the cover of the August 24, 2026 circular:

"Amount Sold as of July 17, 2026 … $47,976,059"

From the cover of the July 29, 2025 circular:

"Amount Sold as of June 30, 2025 … $47,976,058"

Both report 479,761 units issued. At $100 a unit, the difference is a rounding artefact on a fraction of a unit. In thirteen months, this fund raised effectively nothing.

Three independent documents agree, which is what makes it solid rather than a typo:

The whole of FY2025's issuance — $1,978,700 — landed in the first half of the year and then it stopped.

The likely reason is on the face of the document

The August 24 filing calls itself a "Preliminary Offering Circular" and a "Post-Qualification Preliminary Offering Circular Amendment No. 6." Preliminary means not yet qualified.

Searching EDGAR's quarterly form indexes for 2024 through 2026 turns up no QUALIF notice for this filer after the original one dated September 28, 2023 — despite six post-qualification amendments since. As a control, the sponsor's own sister vehicle Cardone REIT I shows the normal cycle for a post-qualification amendment (1-A POS → comment letter → response → QUALIF → 253G2), so this sponsor's amendments do ordinarily produce qualification notices. (Update, October 8, 2026: a QUALIF for this offering was issued on September 4, 2026, accession 9999999994-26-000165.) And the fund's own Form 1-SA said the plan for the year ahead was:

"to requalify its Regulation A offering so that it may begin raising money again and using that money to make additional investments in real estate."

Meanwhile the cover of the current circular quotes the rule that governs the clock:

"the Offering shall not be extended for longer than the period allowed by Rule 251(d)(3)(i)(F) (which requires Regulation A offerings to end three years after the initial qualification date of the offering unless a new offering statement has been filed)."

Three years from September 28, 2023 is on or about September 28, 2026 — about a month after this amendment was filed. That arithmetic is ours, from the rule the document itself quotes; we did not find an SEC or issuer statement of the expiry date, and a new offering statement would reset it. In the event, the SEC qualified the amendment on September 4, 2026, before that date.

The fee stack, and the 8% that is not there

This is the part where the filed document and the marketing site diverge most sharply, so both get quoted exactly.

What the offering circular says the manager gets:

Note the second row carefully. The asset management fee is charged on capital contributions, not on assets or net asset value. It therefore does not shrink when the investment does — and the investment did shrink, from $43,685,163 to $41,538,401 of carrying value during 2025.

Now the promote. Verbatim from the circular:

"Class B members are entitled to 20% distributable cash from operations and a residual 20% share of distributable cash from capital transactions after returning 100% of capital contributions to its members."

Read the two halves. On a capital transaction — a sale or refinancing — Class A gets its capital back first, then Class B catches up. That is a normal waterfall. But on distributable cash from operations, the 20% attaches immediately. There is no preferred return and no hurdle on the operating cash, which is the only cash this fund has ever distributed.

And here is what cardonecapital.com's FAQ page said on the day we checked it, August 27, 2026:

"Cardone Capital doesn't participate in upside until investors receive at least an 8% annual return."

That 8% preferred return does not appear anywhere in this fund's offering circular or its operating agreement summary. It does appear on the firm's pages for separate Regulation D offerings, which are different products sold to different investors. But someone reading the FAQ and then investing $5,000 in the non-accredited fund would have the economics wrong.

To the manager's credit, it has so far chosen not to take the operating promote — the circular says it "has deferred its allocation of $818,211" and that all distributable cash went to Class A. That deferral is discretionary and the accrual is growing; the FY2025 annual report puts it at $966,082 by April 2026. It is a claim against future sale proceeds, not a waiver.

What the fund actually owns, and what it actually pays

Three minority co-investment stakes in South Florida apartments, alongside Cardone's accredited Reg D funds:

Two things here are genuinely good and should be said. The properties were bought for cash — "currently unencumbered by debt" — which in a 2024-26 multifamily market that has destroyed a great many leveraged sponsors is a real risk reduction. And occupancy was reported at 95% to 97% at the end of 2025, which is a healthy portfolio.

Distributions are real, and they are covered:

Cumulative cash received from the underlying LLCs ($3,305,324) exceeds cumulative distributions declared ($3,272,843), and operating cash flow was positive in both years. This fund is not paying distributions out of new investor money — which is the failure mode we check for first, and it is not present here.

The rate is about 5% a year. Set that against the fund's own stated criteria — "Targeted Avg. Cash on Cash 4% to 6%" — and it is performing exactly as the circular said it would. Set it against the "Targeted IRR" figures of 11% to 21% on cardonecapital.com's investments page and it is a long way short. Those are not contradictory, and the firm's own disclosures page explains why:

"References to 'Targeted IRR' and 'Targeted Equity Multiple' represents a property's internal rate of return or equity multiple based on such property's forecasted cash flows… This is different from the forecasted IRR or Equity Multiple to the investor in an applicable fund or other investment vehicle."

Property-level, gross of fund fees and the 20% promote. The number in the marketing and the number an investor can receive are different quantities, and the reconciliation is on a page nobody clicks.

Nine years, 28 funds, zero exits

From the prior-performance section of this very circular:

"As of June 30, 2026, none of the Projects were sold or transferred."

Cardone Capital was formed in 2017. Across 28 funds and roughly $1.9 billion raised, there has not been a single realisation. That is not, by itself, an accusation — multifamily funds have long holds and selling into 2023-2026 would have crystallised losses for many sponsors. But it means there is no track record of completed outcomes to evaluate. Every return figure in circulation is a projection or an unrealised mark.

And in the prior-performance tables that are supposed to show how earlier funds did, there is a gap worth naming. Across all fifteen tables, the rows headed "Less-Cash distributions to investors" and "Cash Distributions Paid to Investors" are blank. The row for distributions paid to the Manager is filled in.

The contrast that explains the whole picture

On August 19, 2026 — five days before this amendment — Cardone Equity Fund 29, LLC filed a Form D reporting $43,407,628 sold to 290 investors, with a first sale date of July 30, 2026. Three weeks, forty-three million dollars, Rule 506(c), accredited investors only.

The machine works. It is just pointed at the accredited side, where there is no SEC qualification to wait for, no annual audit to file, and no offering circular to keep current. The non-accredited fund is the part of the operation with the disclosure obligations, and it is the part that has been stalled for over a year.

The class action is live, and the circular's account of it is four months stale

The circular says:

"Luis Pino v. Cardone Capital LLC et al., Case # 2:20-cv-08499-JFW … On June 10, 2025, the Ninth Circuit reversed the dismissal, remanding the case to the district court. Defendants have now answered the complaint and, on March 27, 2026, the district court granted the Plaintiff's motion for Class Certification. Discovery is ongoing."

That paragraph is byte-identical across the FY2025 annual report filed April 30, 2026 and both the July and August 2026 amendments. The docket has moved since:

• 2026-06-01 — the Ninth Circuit denied the defendants' Rule 23(f) petition. Class certification stands.
• 2026-09-02 order — jury trial set for March 9, 2027, pretrial conference February 12, 2027.
• 2026-05-15 — the court denied the defendants' motion to communicate a buyout offer to individual class members.
• Class counsel is Susman Godfrey LLP; the class is all purchasers of Cardone Equity Fund V or VI interests in their public offerings; the opt-out deadline passed July 14, 2026.

None of the denied appeal, the trial date, the class definition or class counsel appears in the August 24, 2026 circular. The caption is also out of date — the live docket reads Christine Pino v. Cardone Capital, LLC, the original plaintiff having died and his daughter substituted in.

Two related funds are also behind on their own reporting: Cardone Equity Fund V and VI — the two funds at issue in the class action — have not filed a FY2025 annual report, due April 30, 2026 and roughly four months overdue as of today.

What we could not establish

Sources

• Form 1-A POS, filed 2026-08-24 — the offering circular this page is about
• Form 1-A POS, filed 2026-07-24 — the prior amendment, for the diff
• Form 1-K FY2025, filed 2026-04-30 — audited financial statements
• Form 1-SA H1 2025, filed 2025-09-30 — the "requalify … begin raising money again" statement
• Notice of Qualification, 2026-09-04 — accession 9999999994-26-000165, the first since 2023
• Notice of Qualification, 2023-09-28 — the last qualification on this offering
• Cardone Equity Fund 29, LLC Form D, filed 2026-08-19 — $43,407,628 from 290 investors
• EDGAR filing history, CIK 0001915521 — all 22 filings