INDEPENDENT ASSESSMENT
Freedom Fund 25, LLC is a verifiable Wyoming private fund with a $100 million Rule 506(c) offering and a particularly unusual September 2026 amendment. The current Form D/A reports $550,000 sold to four investors, $99.45 million remaining, a $100,000 minimum investment and a first sale dated January 29, 2026. Jess Phillips is the sole related executive officer named by the issuer and signed the amendment as Manager. The fund is headquartered at 240 N. E. Promontory Ave, Farmington, Utah, and uses telephone 801-503-7990. (streetinsider.com)
The most distinctive part of this fund is not the $100 million target. It is what changed between the April 20 initial Form D and the September amendment. The initial filing classified the security as "Other," did not claim an Investment Company Act 3(c) exclusion, said the offering was not intended to last more than one year and estimated $10,000 of sales commissions. The September amendment instead classifies the offering as debt, checks Section 3(c)(1), states that the offering is intended to last more than one year and changes reported sales commissions to $0. The amount sold, however, remains exactly $550,000 and the investor count remains four. (streetinsider.com) (streetinsider.com)
That makes Freedom Fund 25 a much more interesting diligence case than a routine new Form D. The amendment materially clarifies the legal and economic character of the offering while showing no growth in reported sales between April and September. Investors therefore need to understand exactly what debt instrument is being sold, what collateral or assets support repayment, how the proceeds are deployed and why the original filing required such substantial classification changes.
THE SEPTEMBER 2026 AMENDMENT IS THE CORE STORY
Freedom Fund 25's April and September filings should be read together.
APRIL 20, 2026 INITIAL FORM D
REMAINING: $99,450,000 MINIMUM: $100,000 EXEMPTION: Rule 506(c) SECURITY TYPE: Other 3(c) EXCLUSION: none checked OFFERING DURATION: not intended to exceed one year ESTIMATED SALES COMMISSIONS: $10,000 ESTIMATED RELATED-PERSON USE OF PROCEEDS: $10,000. (streetinsider.com)
SEPTEMBER 11 / 14, 2026 AMENDMENT
REMAINING: $99,450,000 MINIMUM: $100,000 EXEMPTION: Rule 506(c) SECURITY TYPE: Debt OFFERING DURATION: more than one year SALES COMMISSIONS: $0 RELATED-PERSON USE OF PROCEEDS: estimated $10,000. (streetinsider.com)
Four important things did NOT change:
the $100 million total target
the $550,000 sold amount
the four investors
and the January 29 first-sale date.
This suggests that the amendment primarily clarified legal structure and offering terms rather than documenting additional fundraising.
That distinction matters.
A $100 million headline can make a fund look large.
The actual disclosed capital formation as of the amendment is only $550,000, or 0.55% of the stated target.
$550K SOLD VS $100M TARGET
The current funding gap is large.
SOLD: $550,000 REMAINING: $99,450,000.
That means only 0.55% of the stated offering had been sold by the latest filing.
This is not inherently improper.
Form D issuers can set large maximum offering amounts before capital is raised.
But the scale difference is highly relevant for investors.
Freedom Fund 25 should currently be described as:
a $100M targeted debt offering with $550K reported sold
not
a $100M fund.
That language difference is especially important for Google search accuracy.
The $100 million number is the maximum amount offered.
It is not current AUM.
It is not current NAV.
It is not deployed capital.
It is not evidence that $100 million of assets exist.
THE SECURITY CHANGED FROM "OTHER" TO DEBT
The September amendment's most important legal clarification is the security type.
The April filing selected:
OTHER.
The September amendment selected:
DEBT.
That changes how investors should approach the vehicle.
A debt fund requires answers to a different set of questions than an equity or pooled-interest vehicle.
Investors need to determine whether they are buying:
promissory notes
secured notes
unsecured notes
fund-level debt
participations in loans
or another debt instrument.
They should also identify:
interest rate maturity payment frequency default provisions security interests collateral priority guarantors early-redemption rights and extension provisions.
None of those terms appears in the public Form D.
The amendment therefore makes the fund easier to classify, but not yet easy to underwrite.
SECTION 3(c)(1) WAS ADDED
The initial April filing did not claim an Investment Company Act Section 3(c) exclusion.
The September amendment checks:
Section 3(c)(1).
That is another material change.
Section 3(c)(1) is commonly used by private investment funds that avoid registration as investment companies while generally limiting beneficial ownership to no more than 100 persons, subject to applicable look-through rules and other technical requirements.
This is separate from Rule 506(c).
Rule 506(c) → governs the Securities Act exemption for the offering.
Section 3(c)(1) → concerns exclusion from Investment Company Act registration.
Investors should not confuse the two.
Because Freedom Fund 25 currently reports only four investors, it is far below the normal 3(c)(1) numerical limit.
RULE 506(c) AND PUBLIC SOLICITATION
Freedom Fund 25 relies on Rule 506(c).
That means the issuer can use general solicitation, but all actual purchasers must be accredited investors and the issuer must take reasonable steps to verify accredited status.
This makes the solicitation structure particularly important.
The Form D identifies two individuals under Item 12:
Jess Phillips and Gary Schmeichel.
Neither entry lists an associated broker-dealer or CRD number.
Both are authorized for solicitation in all states. (streetinsider.com)
That does not by itself establish a regulatory problem.
But it creates an important diligence question:
What exact role does each person play in selling the securities, and are either of them being compensated transaction-by-transaction for raising investor capital
The September filing reports $0 sales commissions.
That is different from the April filing, which estimated $10,000 of sales commissions.
Investors should determine whether the original estimate was simply removed because no commission was ultimately paid, or whether compensation was restructured.
The current public filing does not explain the reason.
JESS PHILLIPS: STRONG IDENTITY MATCH
Jess Phillips is highly identifiable outside the Form D.
His public site at `getfreedomflowing.com` lists:
Jess Phillips Farmington, Utah 801-503-7990 [email protected].
The telephone number is an exact match to Freedom Fund 25's Form D contact number. (getfreedomflowing.com)
His public biography describes him as an entrepreneur, business operator and real-estate investor and promotes advisory work around entrepreneurship, capital raising, business growth and financial freedom.
Independent professional-profile data also identifies Phillips as Founder of "Freedom Fund" beginning in 2024 and Founder of GetFreedomFlowing.com. That evidence is secondary and should not be substituted for SEC records, but it independently supports the brand relationship. (contactout.com)
This gives the issuer a much stronger identity match than a fund whose manager cannot be found outside EDGAR.
The chain is:
Freedom Fund 25 LLC → Jess Phillips → 801-503-7990 → Farmington, Utah → GetFreedomFlowing.com.
But a public personal/business site is not the same thing as a formal fund website.
FilingDossier did not locate a dedicated Freedom Fund 25 investor site publishing the note terms, portfolio, audit, collateral or offering memorandum.
FREEDOM FUND 24 PROVIDES IMPORTANT STRATEGY HISTORY
The prior Freedom Fund 24 filing is highly relevant because it uses the same manager and phone number.
Freedom Fund 24, LLC filed in January 2025 from Farmington, Utah with Jess Phillips identified as Manager.
Unlike Freedom Fund 25's broad "Other Investment Fund" classification, Freedom Fund 24 was explicitly classified as:
RESIDENTIAL REAL ESTATE.
Its offering was:
$10,000,000 total Debt security $50,000 minimum $0 sold at initial filing. (streetinsider.com)
That prior filing provides an important clue.
It shows that Jess Phillips previously used the "Freedom Fund" name for a debt offering directly categorized as residential real estate.
The new Freedom Fund 25 amendment is now also categorized as debt.
However, the 2026 Form D does NOT classify Freedom Fund 25 as residential real estate.
Therefore FilingDossier does not automatically state that Freedom Fund 25 is a residential-property debt fund.
The strongest accurate statement is:
Freedom Fund 24 was a Jess Phillips-managed residential real-estate debt offering.
Freedom Fund 25 is a new Jess Phillips-managed debt fund.
The exact 2026 investment mandate must still be confirmed from the offering documents.
HAVEN FLOW HOMES AND CURRENT REAL-ESTATE ACTIVITY
Jess Phillips also has a current public real-estate operating presence through Haven Flow Homes.
The website `havenflowhomes.com` identifies Jess as part of the design/development team and describes him as a seasoned entrepreneur focused on:
premium lot selection floor-plan planning builder relationships subcontractor coordination and project economics.
The site currently displays luxury-home projects in Farmington and Fruit Heights, Utah, including a Farmington property reported sold for approximately $3.033 million and another Fruit Heights project. (havenflowhomes.com)
This provides additional evidence that Phillips is actively involved in residential real estate.
It still does NOT prove that Freedom Fund 25 financed these specific houses.
That distinction is important.
A manager's operating businesses can help establish experience.
They should not be converted into fund portfolio holdings without a direct legal or financial link.
FREEDOM FUND 24 → FREEDOM FUND 25: WHAT ACTUALLY CHANGED
The progression from Fund 24 to Fund 25 deserves attention because the structure evolved significantly.
FREEDOM FUND 24
$10M offering Debt Residential Real Estate $50K minimum Jess Phillips as manager initial $0 sold.
FREEDOM FUND 25
$100M offering Debt after amendment Other Investment Fund $100K minimum Jess Phillips as executive / manager $550K sold to four investors.
That is a ten-fold increase in targeted offering capacity:
$10M → $100M.
The minimum investment also doubled:
$50K → $100K.
But Freedom Fund 25's public classification became less specific, not more specific.
Instead of "Residential Real Estate," the new fund is simply "Other Investment Fund."
That combination — dramatically higher target size but less specific public strategy disclosure — makes the PPM and investor deck unusually important.
GARY SCHMEICHEL: CAPITAL-MARKETS / FINANCE BACKGROUND
Gary Schmeichel is not listed as an executive officer of Freedom Fund 25, but he is explicitly named in the Form D's sales-compensation section as a solicitation recipient.
Independent business data identify Gary Schmeichel as a principal and co-founder of Enium Capital Group, also known as Element Capital Group, a Utah-based finance company historically associated with residential solar financing. D&B identifies him as a key principal of Enium Capital Group, while independent company databases identify him as a co-founder and CEO. (dnb.com) (crunchbase.com)
That experience provides context for why he may be involved in capital formation.
But the Form D does not identify:
Enium Element Capital Group or another Schmeichel company
as a manager, adviser or borrower of Freedom Fund 25.
Therefore those entities should not be connected to fund assets.
The correct relationship is narrower:
Gary Schmeichel → named solicitation recipient in Form D → independent background in financial investment / consumer-finance businesses.
NO CURRENT NAV DESPITE $550K SOLD
The September Form D selects:
NO AGGREGATE NET ASSET VALUE.
At the same time, it reports:
$550,000 sold 4 investors.
That is not necessarily contradictory.
A fund can sell securities before it has calculated or disclosed aggregate NAV in the format requested by Form D.
But it reinforces a critical distinction:
SECURITIES SOLD ≠ FUND NAV.
Investors need to ask:
Has the $550K actually been funded in cash
Has it been deployed
Has the fund made any loans
Does the fund hold cash
Are there accrued interest receivables
What is current NAV
What assets secure the debt obligations
Those answers cannot be extracted from Form D.
FOUR INVESTORS AND CAPITAL CONCENTRATION
The fund reports only four investors.
With $550,000 sold, the simple mathematical average is:
$137,500 per investor.
That number should not be treated as an actual average account balance because individual subscriptions can differ.
But it does illustrate the current scale.
A fund with four investors is still highly concentrated.
The loss or redemption of one investor relationship can therefore materially affect the vehicle.
More importantly, the $100 million target implies that Freedom Fund 25 will need substantially more capital if it intends to execute a strategy at the advertised maximum scale.
Investors should ask whether there are:
signed commitments
future closings
institutional LP discussions
warehouse lines
credit facilities
or sponsor capital
beyond the $550K already reported.
DEBT INVESTORS NEED COLLATERAL INFORMATION
Because the September amendment now identifies the security as debt, collateral becomes one of the most important missing facts.
A debt security can be:
secured by real estate
secured by loans
secured by fund assets
guaranteed by an affiliate
subordinated to senior lenders
or entirely unsecured.
Those structures have dramatically different risk.
Investors should request the actual note instrument and determine:
BORROWER: who owes the investor money
COLLATERAL: what assets secure payment
LIEN POSITION: first lien, second lien or unsecured
LOAN-TO-VALUE: what collateral cushion exists
INTEREST RATE: fixed or floating
TERM: what is the maturity date
PAYMENTS: monthly, quarterly or accrued
EXTENSIONS: can the borrower extend maturity
DEFAULT: what events trigger default
REMEDIES: can investors foreclose or accelerate
GUARANTEE: is there a personal or corporate guarantee
Without those terms, "debt" tells investors the legal form but not the economic safety.
$10K RELATED-PERSON USE OF PROCEEDS
Both the April and September filings estimate approximately:
$10,000
of offering proceeds being used for payments to persons required to be named under Item 3.
Because Jess Phillips is the only Item 3 related executive named, this disclosure deserves direct clarification.
The Form D does not say what the $10,000 represents.
It could relate to:
management compensation administrative expense reimbursement or another permitted payment.
Investors should ask for the exact description in the PPM.
The amount should not be labeled a "management fee" unless the governing documents say that explicitly.
That distinction is important because Item 16 is broader than management fees.
THE APRIL $10K SALES COMMISSION DISAPPEARED
Another very specific feature is the change in Item 15.
APRIL: estimated sales commissions = $10,000.
SEPTEMBER: sales commissions = $0.
Jess Phillips and Gary Schmeichel remain listed in the solicitation section.
This deserves explanation.
Possible benign explanations include:
no commission was ultimately paid
the April estimate was corrected
compensation was not transaction-based
or the offering structure changed.
Public evidence does not establish which explanation applies.
FilingDossier therefore records the change without assigning a motive.
This kind of amendment-level comparison is more useful than simply restating the latest Form D.
OFFICIAL WEBSITE / ENTITY PENETRATION
A dedicated institutional website for Freedom Fund 25 was not located.
However, the manager can be strongly matched through:
GetFreedomFlowing.com → Jess Phillips → 801-503-7990 → Farmington, Utah.
The phone number exactly matches the fund filing. (getfreedomflowing.com)
Haven Flow Homes independently supports current residential-development activity linked to Jess Phillips. (havenflowhomes.com)
Freedom Fund 24 independently confirms an earlier Jess Phillips debt offering explicitly categorized as residential real estate. (streetinsider.com)
This is enough to establish meaningful sponsor continuity.
It is not enough to establish Freedom Fund 25's actual portfolio.
FINAL CONCLUSION
Freedom Fund 25 is a genuine SEC-filed private debt offering, but it is also one of the more unusual funds in this batch because the September amendment materially changed its regulatory description.
The current filing confirms:
$100M total offering
$550K sold
$99.45M remaining
4 investors
$100K minimum
Rule 506(c)
Section 3(c)(1)
Debt security
first sale January 29, 2026
Jess Phillips as Manager / Executive Officer.
The sponsor can be independently identified through the exact telephone number used by GetFreedomFlowing.com.
Jess Phillips also has a visible residential real-estate operating background.
The prior Freedom Fund 24 SEC filing provides further continuity and was explicitly structured as a residential real-estate debt offering.
However, Freedom Fund 25 should not automatically be described as a residential real-estate debt fund because its current Form D does not identify that sector.
The article's most important finding is the amendment itself.
Between April and September:
security type changed from Other to Debt
Section 3(c)(1) was added
offering duration changed from less than one year to more than one year
reported commissions changed from an estimated $10K to $0
while total capital sold stayed exactly $550K.
Those changes make the current structure clearer but also create specific due-diligence questions.
The decisive next documents are:
the PPM note agreement collateral schedule loan portfolio interest-rate terms maturity schedule security agreement use-of-proceeds schedule and compensation disclosures.
SEC SNAPSHOT
ISSUER: Freedom Fund 25, LLC | CIK: 0002129972 | ENTITY: Wyoming LLC | YEAR ORGANIZED: 2025 | LATEST FORM D/A: September 11, 2026, publicly indexed September 14, 2026.
PRINCIPAL ADDRESS: 240 N. E. Promontory Ave, Farmington, Utah 84025 | PHONE: 801-503-7990. (streetinsider.com)
FUND TYPE: Pooled Investment Fund / Other Investment Fund | SECURITY: Debt | EXEMPTION: Rule 506(c) | ICA EXCLUSION: Section 3(c)(1).
TOTAL OFFERING: $100,000,000 | SOLD: $550,000 | REMAINING: $99,450,000 | INVESTORS: 4 | FIRST SALE: January 29, 2026 | MINIMUM: $100,000.
CURRENT FUNDING PERCENTAGE: approximately 0.55% of stated maximum offering sold.
AGGREGATE NAV FIELD: No Aggregate Net Asset Value.
RELATED PERSON: Jess Phillips | ROLE: Executive Officer | SIGNER: Jess Phillips | TITLE: Manager.
SOLICITATION RECIPIENTS: Jess Phillips | Gary Schmeichel | associated broker-dealer: none disclosed | CRD numbers: none disclosed | solicitation authorized in all states.
CURRENT SALES COMMISSIONS: $0 | FINDER'S FEES: $0.
ITEM 16 RELATED-PERSON USE OF PROCEEDS: estimated $10,000; exact purpose not stated in Form D.
AMENDMENT CHANGES
APRIL SECURITY: Other SEPTEMBER SECURITY: Debt.
APRIL ICA EXCLUSION: none checked SEPTEMBER ICA EXCLUSION: 3(c)(1).
APRIL OFFERING DURATION: not more than one year SEPTEMBER OFFERING DURATION: more than one year.
APRIL SALES COMMISSION: estimated $10K SEPTEMBER SALES COMMISSION: $0.
UNCHANGED: $100M offering | $550K sold | 4 investors | Jan. 29 first sale | $100K minimum.
WEBSITE / ENTITY PENETRATION
FREEDOM FUND 25 LLC — SEC CONFIRMED.
JESS PHILLIPS — SEC CONFIRMED as Executive Officer / Manager.
GETFREEDOMFLOWING.COM — strong manager match: Jess Phillips | Farmington, Utah | phone 801-503-7990 exactly matches Form D. (getfreedomflowing.com)
FREEDOM FUND 24 LLC — prior Jess Phillips SEC vehicle | $10M debt offering | Residential Real Estate | $50K minimum | Farmington, Utah | same 801-503-7990 phone. (streetinsider.com)
HAVEN FLOW HOMES — current Jess Phillips-related luxury residential development activity independently visible; NOT proven as a Freedom Fund 25 portfolio company or borrower. (havenflowhomes.com)
GARY SCHMEICHEL — Form D solicitation recipient; independently associated with Enium Capital Group / Element Capital Group finance businesses. (dnb.com)
DEDICATED FREEDOM FUND 25 WEBSITE — NOT LOCATED.
FUND 25 PORTFOLIO — NOT PUBLICLY DISCLOSED.
DEBT COLLATERAL — NOT PUBLICLY DISCLOSED.
INTEREST RATE — NOT PUBLICLY DISCLOSED.
MATURITY — NOT PUBLICLY DISCLOSED.
LIEN PRIORITY — NOT PUBLICLY DISCLOSED.
CURRENT NAV — NOT PUBLICLY DISCLOSED.
AUDITOR / ADMINISTRATOR / CUSTODIAN — NOT IDENTIFIED IN FORM D.
CORE INVESTOR QUESTIONS
What exact debt instrument are investors purchasing | What is the annual interest rate | Is the rate fixed or floating | What is the maturity date | Are interest payments monthly, quarterly or accrued | What collateral secures the notes | Are investors first lien, second lien or unsecured | What is current loan-to-value | Does the fund originate loans, finance residential developments or lend to affiliated companies | Does Freedom Fund 25 finance Haven Flow Homes projects | How does Fund 25 differ from Freedom Fund 24 | Why did the security classification change from Other to Debt | Why was Section 3(c)(1) added in the amendment | Why did offering duration change to more than one year | Why did estimated sales commissions change from $10K to $0 | What does the $10K Item 16 related-person payment represent | What role does Gary Schmeichel play | Is anyone compensated based on capital raised | How are accredited investors verified under Rule 506(c) | Has capital raised increased after the $550K reported amount | What is current NAV | Who services underlying loans | What happens on borrower default | Is there a reserve account | Are any loans made to related parties | Who audits financial statements
CORE RISKS
Only 0.55% of $100M target reported sold | four-investor concentration | portfolio not disclosed | debt terms not public | collateral not disclosed | lien priority unknown | no public current NAV | large gap between target size and current capital formation | amendment changed security classification | amendment added 3(c)(1) status | amendment changed offering duration | sales-commission disclosure changed from $10K estimate to $0 | direct solicitation without disclosed associated broker-dealer | key-person dependence on Jess Phillips | related-party use-of-proceeds disclosure | possible residential-development concentration if strategy resembles prior Freedom Fund 24 | construction risk | borrower default risk | interest-rate risk | liquidity risk | $100M offering target is not AUM.
INDEPENDENT CONCLUSION
Freedom Fund 25 is a real Rule 506(c) private debt offering managed by an identifiable Utah entrepreneur.
Its public identity is straightforward.
Its economics are not.
The most recent filing shows only $550,000 sold to four investors against a $100 million maximum offering.
That alone makes careful wording important.
Freedom Fund 25 currently has a $100 million offering target.
It does not have $100 million of publicly verified assets or capital raised.
The manager history provides useful context.
Jess Phillips previously filed Freedom Fund 24 as a residential real-estate debt offering and remains visibly active in residential real estate and business development.
But Freedom Fund 25's current Form D does not identify its underlying assets.
The most valuable finding is therefore the filing evolution.
The September amendment materially changes how the offering is characterized while leaving the fundraising total unchanged.
For investors, the next step should be debt-level underwriting, not brand-level verification.
The critical questions are:
who receives the money
what secures repayment
what interest rate investors earn
what maturity applies
how collateral is valued
what happens after a default
and what compensation flows to management or solicitation participants.
SEC Form D confirms that an exempt securities offering was filed.
It does not mean that the SEC approved Freedom Fund 25, Jess Phillips, Gary Schmeichel, any underlying borrower, collateral valuation, interest payment or future investment performance.
PRIMARY EVIDENCE REVIEWED
Freedom Fund 25, LLC — initial Form D filed April 20, 2026 — $100M offering | $550K sold | four investors | Rule 506(c) | initial security type "Other" | estimated $10K sales commissions. (streetinsider.com)
Freedom Fund 25, LLC — September 2026 Form D/A — security changed to Debt | Section 3(c)(1) added | offering duration changed to more than one year | $550K sold remains unchanged | sales commissions now reported at $0. (streetinsider.com)
Freedom Fund 24, LLC — January 2025 Form D — Jess Phillips | residential real estate | $10M debt offering | $50K minimum | same 801-503-7990 telephone number. (streetinsider.com)
Get Freedom Flowing — public Jess Phillips site — Farmington, Utah | exact 801-503-7990 phone match | entrepreneurship, capital and real-estate background. (getfreedomflowing.com)
Haven Flow Homes — current residential-development platform publicly featuring Jess Phillips; used only as manager-background evidence, not treated as a confirmed Freedom Fund 25 portfolio asset. (havenflowhomes.com)
IMPORTANT FORM D NOTICE:
Form D is a notice filing for an exempt securities offering. Rule 506(c) and Section 3(c)(1) do not constitute SEC approval. The SEC has not approved Freedom Fund 25, Jess Phillips, Gary Schmeichel, any underlying debt security, borrower, collateral, valuation or future investment return.