INDEPENDENT VERDICT
Equitable Housing Solutions Fund II LP is a verifiable 2025 Delaware real-estate investment vehicle managed by GSD Urban Solutions LLC, doing business as MSquared, with Alicia Glen identified as Managing Member of the general partner and Form D signatory. The September 11, 2026 amendment reports an indefinite offering, $263,010,204 sold to 25 investors, a $1 million minimum investment, no sales commissions or finder fees, and a first sale dating to August 22, 2025. The filing uses Rule 506(c), meaning the offering may use general solicitation provided purchasers satisfy the applicable accredited-investor verification requirements, and it claims Investment Company Act Section 3(c)(5) rather than the 3(c)(1) or 3(c)(7) exclusions commonly seen in private-equity and venture funds. That legal architecture fits a fund whose underlying strategy is centered on real-estate development and housing assets rather than a conventional securities portfolio. The most important new fact is that the SEC amount sold has now reached $263.01 million, exceeding the $250 million target MSquared publicly described when Fund II completed its first close.
FROM A $139M FIRST CLOSE TO $263M REPORTED SOLD
The fundraising trajectory is unusually easy to reconstruct because the SEC filings and MSquared's public fundraising announcement can be compared directly. A September 2025 Form D amendment reported $137,244,898 sold to 10 investors, closely matching MSquared's subsequent public announcement of an approximately $139 million first close; that announcement identified a $250 million target and said Fund II intended to support more than $1 billion of new mixed-income housing. By September 2026, the SEC amount sold had increased to $263,010,204 and the investor count to 25, meaning reported sales rose by roughly $125.8 million over the intervening year and moved above the previously stated target. This does not automatically mean the fund has formally declared a final close at $263 million, because the current Form D still lists the total offering as indefinite and the offering as intended to last more than one year. The correct conclusion is narrower but important: the SEC-reported securities sold now exceed the fund's earlier public $250 million target, suggesting either an expanded fundraising ceiling, additional accepted commitments or a final-size decision not yet reflected in the older public target language.
THE 3(c)(5) STRUCTURE MAKES THIS DIFFERENT FROM A STANDARD PRIVATE-EQUITY FUND
The regulatory structure is one of the most distinctive features of EHSF II. Form D classifies it as an Other Investment Fund, selects both Equity and Pooled Investment Fund Interests, and claims Section 3(c)(5), an Investment Company Act exclusion commonly relevant to issuers substantially engaged in real-estate and mortgage-related businesses, instead of presenting the vehicle as a conventional 3(c)(1) or 3(c)(7) private-equity pool. MSquared's official strategy explains why: the firm invests in and develops mixed-income, mixed-use housing, combining market-rate units with income-restricted housing and using complex combinations of private equity, public incentives, tax-exempt or subsidized financing and development partnerships. Fund II's $1 million minimum and 25-investor base also point toward institutional-scale capital rather than retail real-estate syndication. Investors should still obtain the LPA and tax/legal memorandum because the Form D does not disclose asset-test calculations, leverage limits, recycling provisions, concentration rules or precisely how the manager maintains the fund's 3(c)(5) eligibility over its life.
ALICIA GLEN'S MODEL IS DEVELOPMENT-HEAVY, NOT JUST BUY-AND-HOLD AFFORDABLE HOUSING
MSquared's official portfolio makes clear that the strategy is broader than acquiring stabilized affordable apartment buildings. The platform highlights ground-up and adaptive-reuse projects such as Miramar in New York, Loma and Oakhouse in Dallas, The Clark on 54th in Los Angeles, The Elex in Fort Wayne, Kōz in Seattle and Museum Parc in Newark, while current platform statistics show more than 5,300 units developed, acquired or completed, approximately 46% of units classified as affordable and more than $2.1 billion of development and investment activity. Those are manager-level metrics rather than Fund II NAV, and the platform's $525 million-plus AUM should likewise not be substituted for the $263.01 million sold under this specific Form D. MSquared's first Equitable Housing Solutions Fund was publicly described as a $200 million vehicle invested across 14 deals with estimated underlying asset value above $1.5 billion, giving Fund II an existing development track record to build on rather than making it a first-time housing strategy. The approach also reflects Glen's prior public-sector housing experience as former New York City Deputy Mayor for Housing and Economic Development, creating an investment model that relies heavily on navigating zoning, subsidies, public-private partnerships and mixed-income capital stacks in addition to conventional real-estate underwriting.
INSTITUTIONAL CAPITAL IS BACKING A VERY SPECIFIC HOUSING THESIS
The public first-close announcement identified Citi Community Capital as an anchor investor and also named Bank of America, Trinity Church NYC, Capricorn Investment Group and Deutsche Bank among participating institutions. MSquared described Fund II as targeting transit-oriented sites, ground-up mixed-income housing and partnerships with women- and minority-led developers, while intentionally investing across high-growth cities rather than concentrating only in traditionally progressive jurisdictions or coastal markets. That strategy creates an unusual blend of impact objectives and development risk: affordability restrictions can provide durable housing demand and public-sector support, but new construction remains exposed to interest rates, insurance, labor and materials costs, entitlement delays, local political conditions and the difficulty of assembling tax credits, subsidies, senior debt and equity on the same schedule. Investors therefore need to distinguish the fund's impact metrics from financial performance and ask for project-level cost basis, stabilized yields, construction contingencies, leverage, public subsidy dependency, realized exits and write-down history. The fact that Fund II appears to have raised beyond its original $250 million target is a meaningful capital-formation signal, but it does not by itself establish project-level returns.
FINAL ASSESSMENT
Equitable Housing Solutions Fund II now presents a stronger SEC fundraising record than its original public target suggested. The latest amendment confirms $263.01 million sold to 25 investors under an indefinite Rule 506(c) offering, compared with approximately $137.24 million reported in September 2025 and the roughly $139 million first close MSquared subsequently announced. The vehicle's Section 3(c)(5) election, $1 million minimum and development-focused mixed-income strategy distinguish it from a conventional diversified private-equity fund and make project structure, leverage and public-private financing mechanics central to diligence. The central independent finding is therefore not simply that Alicia Glen and MSquared raised another housing fund: it is that EHSF II has progressed from a $139 million first close to SEC-reported sales above its publicly stated $250 million target while remaining legally structured as an indefinite real-estate-focused investment vehicle. Investors should obtain the current final-close documentation, fund-size authorization, project schedule, unfunded commitments, portfolio allocation, leverage policy and audited financial statements before treating $263 million as either final fund size or deployed capital.
Form D is an exempt-offering notice and is not SEC approval of MSquared, Equitable Housing Solutions Fund II, its affordable-housing strategy, its projects or any investment return.
SEC SNAPSHOT
ISSUER: Equitable Housing Solutions Fund II LP | CIK: 0002076405 | SEC FILE NO.: 021-553270 | ACCESSION NO.: 0002076405-26-000001 | FORM D/A FILED: September 11, 2026
ENTITY: Delaware Limited Partnership | FORMED: 2025 | PRINCIPAL ADDRESS: 40 Fulton Street, Suite 1404, New York, NY 10038 | PHONE: 646-265-5133
MANAGER: GSD Urban Solutions LLC d/b/a MSquared | GENERAL PARTNER: Equitable Housing Solutions Fund II GP LLC | SIGNATORY: Alicia Glen
INDUSTRY: Pooled Investment Fund - Other Investment Fund | EXEMPTION: Regulation D Rule 506(c) | INVESTMENT COMPANY ACT EXCLUSION: Section 3(c)(5)
SECURITIES: Equity | Pooled Investment Fund Interests | OFFERING DURATION: More than one year
FIRST SALE: August 22, 2025 | TOTAL OFFERING: Indefinite | AMOUNT SOLD: $263,010,204 | INVESTORS: 25 | MINIMUM INVESTMENT: $1,000,000
SALES COMMISSIONS: $0 | FINDER FEES: $0 | NAV: Declined to disclose
MANAGEMENT FEE: Form D states that the Fund charges a management fee described in its governing documents; percentage and other economic terms are not disclosed in Form D.
SEPTEMBER 2025 SEC STATUS: $137,244,898 sold | 10 investors.
PUBLIC 2025 FIRST CLOSE: Approximately $139M | PUBLIC TARGET: $250M | PUBLIC HOUSING FINANCING OBJECTIVE: More than $1B.
LATEST SEC VS. PUBLIC TARGET: $263,010,204 reported sold is approximately $13.01M above the earlier $250M public target. The current Form D remains indefinite, so this should not automatically be called a formally announced final close.
PUBLICLY IDENTIFIED FIRST-CLOSE INVESTORS INCLUDED: Citi Community Capital | Bank of America | Trinity Church NYC | Capricorn Investment Group | Deutsche Bank.
MSQUARED PLATFORM METRICS: $525M+ AUM | 5,300+ units developed, acquired or completed | approximately 46% affordable housing | $2.1B+ development and investment activity. THESE ARE PLATFORM METRICS, NOT EHSF II NAV OR AMOUNT DEPLOYED.
PRIOR FUND CONTEXT: MSquared's first Equitable Housing Solutions Fund was publicly described as a $200M fund invested in 14 deals with underlying estimated asset value exceeding $1.5B. THESE ARE FUND I / PORTFOLIO FIGURES AND SHOULD NOT BE ATTRIBUTED TO FUND II.
SELECT MSQUARED PROJECTS: Miramar — New York | Loma — Dallas | Oakhouse — Dallas | The Clark on 54th — Los Angeles | The Elex — Fort Wayne | Kōz — Seattle | Museum Parc — Newark. Project inclusion on MSquared's platform does not automatically establish that every project is owned by Fund II.
CORE INDEPENDENT FINDING: EHSF II has moved from a roughly $139M first close to $263.01M of SEC-reported securities sold, exceeding MSquared's earlier $250M target. Its Rule 506(c) and Section 3(c)(5) structure, $1M minimum and development-heavy mixed-income strategy make it materially different from a standard 3(c)(1) or 3(c)(7) private-equity fund. The key diligence questions are whether $263M represents the final authorized fund size, which specific projects are allocated to Fund II, how much leverage and public subsidy those projects use, and whether the expanded capital base improves diversification without increasing development-stage exposure.
Form D is an exempt-offering notice and is not an SEC-issued certificate, approval or endorsement.