Requirements, the package, the structure, and how to request access.
The Phoenix Development Fund I capital package is available to qualified accredited investors under Regulation D of the Securities Act of 1933, as amended. An accredited investor is defined by the SEC as (i) an individual with annual income exceeding $200,000 (or $300,000 with spouse) for the last two years and a reasonable expectation of the same in the current year, or a net worth exceeding $1,000,000 excluding primary residence; or (ii) certain qualifying entities including registered investment advisors, family offices, banks, insurance companies, and 501(c)(3) organizations with assets exceeding $5,000,000.
Qualified investors receive the presentation materials on request. The full offering package is released on execution of a non-disclosure agreement.
The pipeline is structured as ten independent Special Purpose Vehicles, opened roughly one month apart across a ten-month deployment window. LP capital is called progressively as each SPV opens rather than all at once, and distributions are made as each home sells rather than in a single event at the end of the program. The first sale is projected for Q4 2028 and the final sale for Q3 2029, giving LPs sequential, rolling liquidity across the sale window instead of a single terminal exit.
LPs receive a 10% preferred return compounded annually, with capital returned first. Proceeds above the preferred return are split 80% to LPs and 20% to the sponsor, so the sponsor participates only after LPs are paid their capital and preferred return. Ten separately held SPVs isolate liability at the asset level, so a claim or cost overrun on one home cannot reach the other nine. Full terms, the complete waterfall, and the sensitivity analysis are in the capital package.
Minimum commitment is $250,000. Capital is called progressively as each SPV opens rather than all at once. This is a preliminary summary; final terms will be set in the Private Placement Memorandum and Subscription Agreement.
Covitus Capital, LLC acts as placement agent for the offering, with securities offered through GT Securities, Inc., Member FINRA/SIPC (CRD #116012). Its role covers investor introductions, subscription processing, and accredited investor verification. Investment decisions, fund governance, and management of the Fund remain with the Manager.
Covitus Capital is not affiliated with Phoenix Development Group or Galaxy Venture Capital.
Qualified accredited investors receive the investor presentation, executive summary and appendix on request.
An investment in the Fund is speculative and involves a high degree of risk, including the risk of loss of the entire amount invested. Interests are illiquid, are not transferable without the consent of the Manager, and no public or private market exists or is expected to develop. Investors must be prepared to hold their interests for the full life of the Fund. Prospective investors should review all offering materials and consult their own legal, tax, and financial advisors.
adam@galaxyventurecapital.com
+1.818.519.0026
jeff@phoenixgroup.dev
+1.310.433.8365