SEC filing record
Primary Source · SEC.gov

Galaxy REIT LLC

Fund Vehicle2023 vintage506(b), 3(c)

Raised

$1M

Investors

125

Min Invest

$8,000

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AltStreet Analysis

·

Generated from EDGAR primary sources

Galaxy REIT LLC is a Delaware-domiciled alternative investment vehicle that has raised $1.0M from 125 investors under Rule 506(b) and Section 3(c) exemptions, with an $8,000 minimum investment. The entity is managed by RVMC Capital LLC and related executive officers Tom Rizk, Roger Thomas, and Christopher Allen. This is an amended filing dated January 24, 2023, with no first sale date disclosed.

This offering falls within the lower end of the alternative investment minimum investment tier at $8,000, making it accessible to non-institutional accredited investors. The 506(b) exemption combined with Section 3(c) is a standard structure for private real estate investment trusts targeting retail accredited capital, while the investor count of 125 relative to $1.0M raised suggests an average check size of approximately $8,000.

Data Flags

investor_count125 investors contributing to a $1.0M raise indicates an average check size of $8,000, precisely matching the stated minimum investment; suggests homogeneous investor base or structured tranching
first_sale_dateFirst sale date not disclosed on an amended filing with total raise under $100M; pre-open status unclear

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0001960762
Entity NameGalaxy REIT LLC
ExemptionRule 506(b), Section 3(c), 3C.5
What the exemption meansRule 506(b) of Regulation D: securities may be sold to an unlimited number of accredited investors and up to 35 non-accredited investors who meet the rule's sophistication standard, without general solicitation or advertising. Section 3(c) of the Investment Company Act of 1940: the issuer is a pooled investment vehicle relying on an exclusion from registration as an investment company.
Entity TypeLimited Liability Company
Jurisdiction of OrganizationDelaware
Issuer Address777 Yamato Road, Suite 105, Boca Raton, FL 33431
Phone(215) 328-2723
Industry / Fund TypeREITS and Finance
Investment Company ActExcluded under Section 3(c)
Securities TypeEquity
First Sale Date—
Filing DateJanuary 24, 2023
Accession Number0001960762-23-000003
Total Offering Amount$1,000,000
Total Amount Sold$1,000,000
Amount Remaining$0
Total Investors125
Non-Accredited InvestorsNone
Minimum Investment$8,000
Offering DurationOne year or less
Revenue RangeDecline to Disclose
State (Issuer Address)FL
Amendment Count3 filings on record

Filings on Record

Every filing AltStreet's ledger holds for this CIK, newest first. Each opens the SEC archive folder.

In the Terminal

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Statements extracted

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none on file

NAV prints

0

none on file

Offering chains

1

closed

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Related Persons (Form D)

Executive officers, directors, and promoters listed on the SEC Form D filing. Source: SEC.gov.

N/A RVMC Capital LLC

Executive Officer · Boca Raton, FL

Tom Rizk

Executive Officer · Boca Raton, FL

Roger Thomas

Executive Officer · Boca Raton, FL

Christopher Allen

Executive Officer · Boca Raton, FL

Placement Agents and Sales Compensation (Form D)

Who the issuer reported paying to sell the securities (Form D Item 12), with the FINRA registration number the filer gave. Source: SEC.gov.

A5 Securities LLCCRD 288410 on BrokerCheck

Associated broker-dealer: Gary Cutson (CRD 6119195) · New York, NY · Soliciting in CO, FL, GA, IL, NY, SC

Questions About Galaxy REIT LLC

Each answer is built from the values on the SEC filing and the AltStreet ledger, not from the issuer's marketing.

What is Galaxy REIT LLC?

Galaxy REIT LLC is a Delaware limited liability company that filed a Form D with the SEC on January 24, 2023 in the REITS and Finance industry group. The filing claims Rule 506(b), Section 3(c), 3C.5 for an offering of equity.

Is Galaxy REIT LLC legit?

AltStreet does not rate legitimacy; it reports the public record. Galaxy REIT LLC filed a Form D with the SEC on January 24, 2023 claiming Rule 506(b), Section 3(c), 3C.5. A Form D is a notice of an exempt offering, not a review or approval of it. The newest notice reports $1,000,000 sold to 125 investors. AltStreet's enforcement record (SEC, FINRA and state actions) shows no action naming the issuer as of today. Before investing, confirm the filing on EDGAR, check the seller's registration on FINRA BrokerCheck, and read the offering documents, which a Form D does not include.

Is Galaxy REIT LLC registered with or approved by the SEC?

No. A Form D is a notice that an issuer is selling securities under an exemption from registration, and the SEC does not review, approve, or pass on the merits of the offering. The filing shows that Galaxy REIT LLC claimed Rule 506(b), Section 3(c), 3C.5 and disclosed the items the form requires, such as the amount sold, the minimum investment, related persons, and anyone paid to sell the securities. It does not verify the issuer's claims or its business.

How much has Galaxy REIT LLC raised?

Galaxy REIT LLC reported $1,000,000 sold from 125 investors of a $1,000,000 total offering as of the Form D filed January 24, 2023.

Who can invest in Galaxy REIT LLC?

The offering relies on Rule 506(b), which permits sales to accredited investors and to no more than 35 non-accredited investors who meet a sophistication standard, and prohibits general solicitation. The filing reports no non-accredited investors. The minimum investment accepted from an outside investor is $8,000.

What is the minimum investment in Galaxy REIT LLC?

The Form D lists $8,000 as the minimum investment accepted from any outside investor as of January 24, 2023. Issuers can waive their own minimums, and the figure does not include fees.

Who is selling Galaxy REIT LLC and how are they paid?

The Form D names A5 Securities LLC (CRD 288410), associated with Gary Cutson as the recipient of sales compensation soliciting in CO, FL, GA, IL, NY, SC.

Who is behind Galaxy REIT LLC?

The Form D lists 4 related persons: RVMC Capital LLC, executive officer (Asset Manager); Tom A. Rizk, executive officer (Chief Executive Officer of Asset Manager); Roger W. Thomas, executive officer (President and Chief Operating Officer of Asset Manager); Christopher W. Allen, executive officer (Chief Financial Officer). Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is Galaxy REIT LLC located?

The issuer's address on its SEC filings is 777 Yamato Road, Suite 105, Boca Raton, FL 33431. Its phone number of record is 215-328-2723. It is organized under the laws of Delaware.

How long is the Galaxy REIT LLC offering open?

The issuer indicated that the offering is not intended to last more than one year. An issuer must amend its Form D annually while a continuing offering stays open; 2 amendments are on record for this CIK.

What is Galaxy REIT LLC's revenue?

The issuer declined to disclose its revenue range on the Form D, which the form permits.

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Data Methodology

Capital raise figures, investor counts, and filing dates are sourced directly from SEC EDGAR Form D primary documents via the SEC EDGAR submissions API and full-text search index. EDGAR entity profiles and deal-level data are reviewed by AltStreet analysts with backgrounds in corporate finance and securities law — cross-referenced against offering circulars, audited financial statements, and primary regulatory filings before publication. Platform-provided information, where present, is clearly labeled and does not affect EDGAR data or AltStreet editorial coverage. Platforms may request factual corrections for demonstrable inaccuracies by contacting [email protected]. This page does not constitute investment advice.