SEC filing record
Primary Source · SEC.gov

FREX Series II DST

Single-Deal SPV2026 vintage506(c), 3(c)
Latest signalNew Form D filerForm D · 2026-10-28Last filing 2026-10-28

Raised

$952K

Investors

2

Min Invest

$25,000

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AltStreet Analysis

·

Generated from EDGAR primary sources

FREX Series II DST is a Delaware statutory trust formed as a pooled investment vehicle, with Fortress Real Estate Exchange LLC and affiliated manager/depositor entities acting as promoters and David Hammerman as executive officer. The filing reports $952K raised from 2 investors at a $25K minimum investment, under combined 506(c) and 3(c) exemptions, with no first sale date disclosed. No parent platform or related entities were matched in available records.

This filing sits in the alternative investment category as a small, early-stage pooled real estate vehicle (DST structure commonly used for 1031 exchange transactions) raising under $1M from a very limited investor base. The dual 506(c)/3(c) exemption claim and $25K minimum are consistent with other offerings in this structure type, though the raise size and investor count are modest relative to typical institutional real estate funds.

Data Flags

First Sale Date / Total Amount SoldNo first sale date disclosed on a small ($952K) raise — typical for an early-stage or pre-open filing, not indicative of a large institutional amendment where this omission would be expected.
ExemptionFiling claims both 506(c) and 3(c) exemptions simultaneously; appears to be a standard template pattern for this filer family rather than an entity-specific irregularity.
Total Investors / Minimum InvestmentAverage investment per investor (~$476K) is substantially above the stated $25K minimum, suggesting early close with a small number of larger-than-minimum commitments.

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0002155884
Entity NameFREX Series II DST
ExemptionRule 506(c), Section 3(c), 3C.5
What the exemption meansRule 506(c) of Regulation D: the issuer may advertise the offering publicly, but every purchaser must be a verified accredited investor. 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 TypeOther
Jurisdiction of OrganizationDelaware
Year Organized2026
Issuer Address1345 Avenue of the Americas, 46th Floor, New York, NY 10105
Phone(212) 798-6100
Industry / Fund TypeOther Real Estate
Investment Company ActExcluded under Section 3(c)
Securities TypeEquity, Pooled Investment Fund
First Sale Date—
Filing DateOctober 28, 2026
Accession Number0002155884-26-000001
Total Offering Amount$32,623,464
Total Amount Sold$951,840
Amount Remaining$31,671,624
Total Investors2
Non-Accredited InvestorsNone
Minimum Investment$25,000
Offering DurationOne year or less
Sales Commissions$3,262,347 (to Orchard Securities, LLC)
Finders' Fees$0
Proceeds to Related Persons$2,577,038
Revenue RangeDecline to Disclose
State (Issuer Address)NY
Amendment CountOriginal filing only
Signed ByDavid Hammerman, Authorized Signatory of the Manager of the Issuer

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 Oct 28, 2026

Critical / warning

0 / 0

0 watch · 1 info

Statements extracted

0

none on file

NAV prints

0

none on file

Offering chains

1

raising

Latest event New filer · Oct 28, 2026

SEC.gov
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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.

N/A Fortress Real Estate Exchange LLC

Promoter · New York, NY

N/A FREX Manager Series II LLC

Promoter · New York, NY

N/A FREX Depositor Series II LLC

Promoter · New York, NY

David Hammerman

Executive Officer · New York, NY

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.

Orchard Securities, LLCCRD 133378 on BrokerCheck

Associated broker-dealer: None · Pleasant Grove, UT · Soliciting in all states

Questions About FREX Series II DST

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

What is FREX Series II DST?

FREX Series II DST is a Delaware entity organized in 2026 that filed a Form D with the SEC on October 28, 2026 in the Other Real Estate industry group. The filing claims Rule 506(c), Section 3(c), 3C.5 for an offering of equity and pooled investment fund interests.

Is FREX Series II DST legit?

AltStreet does not rate legitimacy; it reports the public record. FREX Series II DST filed a Form D with the SEC on October 28, 2026 claiming Rule 506(c), 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 $951,840 sold to 2 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 FREX Series II DST 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 FREX Series II DST claimed Rule 506(c), 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 FREX Series II DST raised?

FREX Series II DST reported $951,840 sold from 2 investors of a $32,623,464 total offering as of the Form D filed October 28, 2026.

Who can invest in FREX Series II DST?

The offering relies on Rule 506(c), so the issuer may advertise it but may sell only to investors it has verified as accredited. The filing reports no non-accredited investors. The minimum investment accepted from an outside investor is $25,000.

What is the minimum investment in FREX Series II DST?

The Form D lists $25,000 as the minimum investment accepted from any outside investor as of October 28, 2026. Issuers can waive their own minimums, and the figure does not include fees.

Who is selling FREX Series II DST and how are they paid?

The Form D names Orchard Securities, LLC (CRD 133378), associated with None as the recipient of sales compensation soliciting in all states. Sales commissions are reported as $3,262,347 and finders' fees as $0. Form D allows these to be estimates. The issuer reports $2,577,038 of gross proceeds used or proposed to be used for payments to related persons.

Who is behind FREX Series II DST?

The Form D lists 4 related persons: Fortress Real Estate Exchange LLC, promoter (Sponsor of the Issuer); FREX Manager Series II LLC, promoter (Manager of the Issuer); FREX Depositor Series II LLC, promoter (Depositor of the Issuer); David Hammerman, executive officer (Authorized Signatory of the Manager of the Issuer). Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is FREX Series II DST located?

The issuer's address on its SEC filings is 1345 Avenue of the Americas, 46th Floor, New York, NY 10105. Its phone number of record is (212) 798-6100. It is organized under the laws of Delaware.

How long is the FREX Series II DST 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 FREX Series II DST'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.