INDEPENDENT VERDICT
Freedom Fund 25, LLC presents an unusual case in which the most revealing evidence comes from comparing two versions of the same SEC filing rather than from the headline $100 million offering. The Wyoming LLC began selling on January 29, 2026 and filed its original Form D on April 20, reporting $550,000 sold to four investors under Rule 506(c), a $100,000 minimum and a $100 million target. By the September amendment the amount sold and investor count had not changed at all, but several structural fields had: the security was changed from an unspecified "Other" security to Debt, Section 3(c)(1) was added as an Investment Company Act exclusion, the offering was changed from an expected duration of one year or less to more than one year, and the original estimated $10,000 sales commission was reduced to $0. Those are not cosmetic differences. They materially sharpen the legal description of what investors are buying while simultaneously raising a central question the public record still cannot answer: what assets or lending activity support a $100 million debt fund that, more than seven months after first sale, continued to report only $550,000 from four investors.
The capital-formation record is therefore much smaller than the fund name and target initially suggest. Freedom Fund 25 is CIK 0002129972, organized in Wyoming in 2025 but operating from 240 N. E. Promontory Avenue in Farmington, Utah. The September filing classifies it as a Pooled Investment Fund and specifically an Other Investment Fund, not a hedge fund, private-equity fund, venture-capital fund, real-estate fund or registered investment company. It relies on Rule 506(c), meaning purchasers in the offering must be accredited investors and the issuer must take reasonable steps to verify that status, while the newly added Section 3(c)(1) exclusion places the vehicle within the private-fund framework. The $550,000 already sold represents only 0.55% of the stated $100 million offering, leaving $99.45 million unsold. Four investors imply an average of $137,500 if commitments were equal, only modestly above the $100,000 stated minimum. The filing reports no aggregate NAV, so the $550,000 cannot automatically be translated into current fund assets, portfolio value or cash available for investment.
The amendment is the most entity-specific evidence in the case. In April, Item 9 did not identify the security as debt; instead the filing selected "Other." By September it expressly selected Debt. The April filing also did not claim an Investment Company Act Section 3(c) exclusion, whereas the amendment adds Section 3(c)(1). At the same time, the issuer changed its answer on offering duration from "No" to "Yes" for whether the offering would last more than one year. Yet the core economics remained frozen at $100 million offered, $550,000 sold, four investors and a January 29 first sale. Even the distribution economics changed: the original Form D estimated $10,000 of sales commissions, while the amendment reports $0; both versions separately estimate $10,000 of offering proceeds to be used for payments to persons required to be named in the filing. The public document does not explain whether these amendments reflect drafting corrections, a revised fund structure, a change in compensation arrangements or a substantive redesign of the security. FilingDossier therefore treats the changes as regulatory facts requiring explanation rather than inventing a business rationale.
Jess Phillips is the only executive officer named in the filing and signs as Manager, but the distribution structure involves both Phillips and Gary Schmeichel. Each is separately listed in Item 12 as a sales-compensation recipient authorized for solicitation in all U.S. states, yet neither reports a CRD number, neither identifies an associated broker-dealer and the September amendment reports zero sales commissions and zero finder fees. That combination is unusual enough to warrant document-level review without implying misconduct: Rule 506(c) permits general solicitation, but the Form D itself does not establish whether Phillips and Schmeichel are acting as issuer personnel, managers, consultants or in some other capacity, nor does it disclose whether any compensation is contingent on securities sales. A related historical clue is Freedom Fund 24, LLC, which previously filed a $10 million debt offering with a $50,000 minimum and also listed Jess Phillips for nationwide solicitation. The repeated "Freedom Fund" naming, debt security and Phillips involvement suggest a continuing product lineage, but public filings reviewed do not disclose a legal parent, common adviser, consolidated portfolio or enough information to treat Fund 24 and Fund 25 as one economic fund.
That lack of asset-level transparency is now the dominant research issue. The SEC filings do not identify loans, borrowers, collateral, real estate, solar assets, receivables, private companies, public securities, geographic limits, maturity profile, interest-rate policy, leverage, default history, servicing arrangements, bank accounts, custodian, administrator, auditor, investment adviser, CRD/801 adviser number or a verified fund website. The amendment now establishes that investors are buying debt exposure through a private fund, but it still does not say what generates the interest or principal repayment supporting that debt. For a $100 million target, the decisive diligence documents would be the private placement memorandum, operating agreement, current loan or asset schedule, borrower concentration report, collateral and lien documentation, servicing agreements, audited financial statements and a reconciliation of why the April filing's security, 3(c)(1), duration and commission fields were changed in September. Until those materials establish the underlying economics, Freedom Fund 25 is best described as a verifiable but still thinly disclosed private debt vehicle whose legal description became materially more specific during 2026 while its reported fundraising remained unchanged.
SEC / AMENDMENT EVIDENCE
Legal Name: Freedom Fund 25, LLC CIK: 0002129972 Jurisdiction: Wyoming Year Organized: 2025 Principal Business Address: 240 N. E. Promontory Ave, Farmington, Utah 84025 Phone: 801-503-7990 Executive Officer / Manager: Jess Phillips First Sale: January 29, 2026 Federal Exemption: Rule 506(c) Latest Investment Company Act Exclusion: Section 3(c)(1) Industry: Pooled Investment Fund Fund Subtype: Other Investment Fund Offering Target: $100,000,000 Amount Sold: $550,000 Amount Remaining: $99,450,000 Investors: 4 Minimum Investment: $100,000 Latest Security Type: Debt Offering Duration: More than one year Sales Commissions: $0 Finders' Fees: $0 Aggregate NAV: No Aggregate Net Asset Value reported Estimated Item 16 Payments to Named Persons: $10,000
April 20, 2026 Original Filing: Security Type: Other Section 3(c)(1): Not selected Offering Expected to Last More Than One Year: No Offering Amount: $100,000,000 Amount Sold: $550,000 Investors: 4 Estimated Sales Commission: $10,000 Estimated Item 16 Payment: $10,000
September 14, 2026 Amendment: Security Type: Debt Section 3(c)(1): Selected Offering Expected to Last More Than One Year: Yes Offering Amount: $100,000,000 Amount Sold: $550,000 Investors: 4 Sales Commission: $0 Estimated Item 16 Payment: $10,000
Capital Raised as Percentage of Stated Target: Approximately 0.55%
Average Investment if Four Investors Were Equal: Approximately $137,500
DISTRIBUTION CHAIN
Jess Phillips: Executive Officer Manager / Form D signer Sales-compensation recipient Solicitation territory: All States CRD: None disclosed Associated broker-dealer: None disclosed
Gary Schmeichel: Sales-compensation recipient Solicitation territory: All States CRD: None disclosed Associated broker-dealer: None disclosed
Important Research Point: The filing identifies both individuals in the securities-solicitation section but does not disclose a registered broker-dealer relationship or explain their exact economic arrangements after the September filing reduced reported commissions from an estimated $10,000 to $0.
PRIOR FREEDOM FUND SIGNAL
Related Name: Freedom Fund 24, LLC
Historical Offering: $10,000,000
Security: Debt
Minimum Investment: $50,000
Sales Recipient: Jess Phillips
Solicitation: All States
Research Interpretation: The repeated Freedom Fund numbering, debt structure and Jess Phillips involvement support a historical product lineage.
Not Publicly Established: Common portfolio Common adviser Common manager entity Fund 24 assets rolling into Fund 25 Shared borrower pool Legal master-feeder relationship
WHAT REMAINS UNVERIFIED
Underlying Debt Assets: Not disclosed Borrowers: Not disclosed Loan Types: Not disclosed Collateral: Not disclosed Lien Priority: Not disclosed Weighted Average Coupon: Not disclosed Maturity Profile: Not disclosed Loan-to-Value: Not disclosed Default / Delinquency Data: Not disclosed Geographic Concentration: Not disclosed Leverage: Not disclosed Warehouse Facilities: Not disclosed Servicer: Not disclosed Auditor: Not disclosed Administrator: Not disclosed Custodian: Not disclosed Investment Adviser: Not disclosed Investment Adviser CRD / SEC 801: Not disclosed Official Fund Website: Not confidently verified Management Fee: Not disclosed Performance Fee / Profit Share: Not disclosed Distribution Rate: Not disclosed Redemption Terms: Not disclosed Current NAV: Not disclosed
INDEPENDENT ASSESSMENT
Freedom Fund 25 is distinctive because its regulatory identity changed considerably while its fundraising numbers did not. Between April and September 2026, the issuer clarified that the security is debt, added Section 3(c)(1), extended the expected offering duration beyond one year and removed an estimated $10,000 sales commission, yet continued to report exactly $550,000 from four investors. That cluster of changes is more informative than the $100 million headline target because it suggests that the legal presentation of the fund was still being refined months after the first sale.
The public evidence is strong enough to verify the issuer, manager, exemption, investor count, debt classification and nationwide solicitation roles of Jess Phillips and Gary Schmeichel, but it remains weak at the portfolio level. There is currently no public evidence identifying the loans or other debt instruments behind investor capital. That means the central diligence question is not simply whether Freedom Fund 25 filed with the SEC; it is whether the underlying debt book, collateral and cash-flow sources support the terms offered to investors.
Form D is a notice of an exempt securities offering and does not constitute SEC approval or endorsement of Freedom Fund 25, Jess Phillips, Gary Schmeichel or any underlying debt investment. The $100 million figure is an offering target, while $550,000 is the amount reported sold as of the latest amendment; neither figure establishes present NAV or the value of underlying assets.