EDGAR Verified
Primary Source · SEC.gov

Prologis Keystone BTS Sub REIT 1 LLC

Single-Deal SPV2026 vintage506(b), 3(c)
Latest signalNew Form D filerForm D · 2026-01-22Last filing 2026-01-22

Raised

$500K

Investors

125

Min Invest

$4,000

AltStreet Analysis

·

Generated from EDGAR primary sources

Prologis Keystone BTS Sub REIT 1 LLC is a Delaware-based real estate pooled investment fund that filed under Rule 506(b) and exemption 3(c) on January 22, 2026. The entity has raised $500,000 from 125 investors with a $4,000 minimum investment. Directors include Kim Bertolini-Bosga, Anita Joarder, and Jake Thibeault.

This real estate offering utilizes a 506(b) private placement structure with a notably low $4,000 minimum investment, significantly below the typical $25,000–$50,000 minimums seen in many real estate syndications. The high investor count relative to capital raised suggests a retail-accessible or crowdfunded-style distribution model, though 506(b) restricts general solicitation.

Data Flags

generalLarge investor count (125) relative to total raise ($500K) yields an average investment of only $4,000 per investor, indicating extremely small individual commitments
first_sale_dateFirst sale date not disclosed on original filing with capital already raised

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0002105616
Entity NamePrologis Keystone BTS Sub REIT 1 LLC
ExemptionRule 506(b), Section 3(c)(7), Section 3(c)
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)(7) of the Investment Company Act: the fund is excluded from investment-company registration because every investor is a qualified purchaser, generally an individual with at least $5 million in investments or an institution with at least $25 million. 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 Address1800 Wazee Street, Suite 500, Denver, CO 80202
Phone(303) 567-5000
Industry / Fund TypeREITS and Finance
Investment Company ActExcluded under Section 3(c)(7) (qualified purchasers only)
Securities TypeEquity, Pooled Investment Fund
First Sale Date—
Filing DateJanuary 22, 2026
Accession Number0002105616-26-000003
Total Offering Amount$500,000
Total Amount Sold$500,000
Amount Remaining$0
Total Investors125
Non-Accredited InvestorsNone
Minimum Investment$4,000
Offering DurationOne year or less
Sales Commissions$25,000 (to Charles Harrison and 3 others)
Finders' Fees$0
Revenue RangeDecline to Disclose
State (Issuer Address)CO
Amendment CountOriginal filing only

Filings on Record

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

In the Terminal

Filing events

1

latest Jan 22, 2026

Critical / warning

0 / 0

0 watch · 1 info

Statements extracted

0

none on file

NAV prints

0

none on file

Offering chains

1

closed

Latest event New filer · Jan 22, 2026

SEC.gov
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Investor

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  • 1 offering timeline: velocity, share raised, first-sale lag, stalled flags

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Related Persons (Form D)

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

Kim Bertolini-Bosga

Director · Denver, CO

Anita Joarder

Director · Denver, CO

Jake Thibeault

Director · Denver, CO

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.

Charles HarrisonCRD 3071551 on BrokerCheck

Associated broker-dealer: H & L Equities, LLC (CRD 113794) · Atlanta, GA · Soliciting in FL, GA, TX

Lori MayfieldCRD 4899271 on BrokerCheck

Associated broker-dealer: H & L Equities, LLC (CRD 113794) · Atlanta, GA · Soliciting in FL, GA, TX

Patrick WhelchelCRD 5389090 on BrokerCheck

Associated broker-dealer: H & L Equities, LLC (CRD 113794) · Atlanta, GA · Soliciting in FL, GA, TX

Scott HarrisonCRD 4981070 on BrokerCheck

Associated broker-dealer: H & L Equities, LLC (CRD 113794) · Atlanta, GA · Soliciting in FL, GA, TX

Questions About Prologis Keystone BTS Sub REIT 1 LLC

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

What is Prologis Keystone BTS Sub REIT 1 LLC?

Prologis Keystone BTS Sub REIT 1 LLC is a Delaware limited liability company that filed a Form D with the SEC on January 22, 2026 in the REITS and Finance industry group. The filing claims Rule 506(b), Section 3(c)(7), Section 3(c) for an offering of equity and pooled investment fund interests. AltStreet links the issuer to Prologis Keystone BTS Sub REIT 1 LLC.

Is Prologis Keystone BTS Sub REIT 1 LLC legit?

AltStreet does not rate legitimacy; it reports the public record. Prologis Keystone BTS Sub REIT 1 LLC filed a Form D with the SEC on January 22, 2026 claiming Rule 506(b), Section 3(c)(7), Section 3(c). A Form D is a notice of an exempt offering, not a review or approval of it. The newest notice reports $500,000 sold to 125 investors. AltStreet's enforcement record (SEC, FINRA and state actions) shows no action naming the issuer as of today. The issuer is linked to Prologis Keystone BTS Sub REIT 1 LLC, which AltStreet has reviewed. 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 Prologis Keystone BTS Sub REIT 1 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 Prologis Keystone BTS Sub REIT 1 LLC claimed Rule 506(b), Section 3(c)(7), Section 3(c) 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 Prologis Keystone BTS Sub REIT 1 LLC raised?

Prologis Keystone BTS Sub REIT 1 LLC reported $500,000 sold from 125 investors of a $500,000 total offering as of the Form D filed January 22, 2026.

Who can invest in Prologis Keystone BTS Sub REIT 1 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. Because the fund also relies on Section 3(c)(7), each investor must be a qualified purchaser, generally an individual with at least $5 million in investments. The filing reports no non-accredited investors. The minimum investment accepted from an outside investor is $4,000.

What is the minimum investment in Prologis Keystone BTS Sub REIT 1 LLC?

The Form D lists $4,000 as the minimum investment accepted from any outside investor as of January 22, 2026. Issuers can waive their own minimums, and the figure does not include fees.

Who is selling Prologis Keystone BTS Sub REIT 1 LLC and how are they paid?

The Form D names Charles Harrison (CRD 3071551), associated with H & L Equities, LLC; Lori Mayfield (CRD 4899271), associated with H & L Equities, LLC; Patrick Whelchel (CRD 5389090), associated with H & L Equities, LLC; Scott Harrison (CRD 4981070), associated with H & L Equities, LLC as recipients of sales compensation soliciting in FL, GA, TX. Sales commissions are reported as $25,000 and finders' fees as $0. Form D allows these to be estimates.

Who is behind Prologis Keystone BTS Sub REIT 1 LLC?

The Form D lists 3 related persons: Kim D. Bertolini-Bosga, director; Anita D. Joarder, director; Jake D. Thibeault, director. Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is Prologis Keystone BTS Sub REIT 1 LLC located?

The issuer's address on its SEC filings is 1800 Wazee Street, Suite 500, Denver, CO 80202. Its phone number of record is 303-567-5000. It is organized under the laws of Delaware.

How long is the Prologis Keystone BTS Sub REIT 1 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, and no amendment is on record yet.

What is Prologis Keystone BTS Sub REIT 1 LLC's revenue?

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

Is this your offering?

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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.