INDEPENDENT VERDICT
Rose City Holdings LLC is better understood as a small private real-estate lending and investment company raising capital deal by deal than as a conventional pooled real-estate fund. Its latest September 8, 2026 Form D covers a $150,000 debt offering that was completely sold to two investors at a $75,000 minimum under Rule 506(b). Amy Adams is the sole related executive listed in the filing and signs as President. The more revealing evidence comes from Rose City Holdings' broader filing history: six separate new Form D notices have appeared since November 2024, with offerings ranging from $150,000 to $386,000 and alternating between debt and pooled-investment-fund classifications. Each reported offering was fully sold. Public business materials independently identify Rose City Holdings / Sweet Escape Homes as an Oregon private-money lending and real-estate investment operation led by Amy Adams. This pattern points toward transaction-specific capital raising for property loans or investments rather than a single evergreen fund accumulating one continuous pool of assets.
THE LATEST OFFERING IS SMALL, FULLY SOLD AND CLEARLY DEBT
The September 2026 filing is straightforward. Rose City Holdings offered $150,000 of debt, sold the full $150,000 to two investors and reported no remaining securities. The minimum accepted investment was $75,000, which happens to equal exactly half the offering amount. Form D reports zero non-accredited investors, zero sales commissions, zero finder's fees and zero proceeds going directly to the listed executive officer. The issuer was formed in Oregon in 2023, is classified under REITs & Finance and uses 2355 State Street, Suite 101 in Salem as its principal business address. The offering began August 28 and the Form D was filed September 8, 2026, roughly eleven days later.
The small size is important. This is not a $50 million private-credit fund diversified across hundreds of loans. A $150,000 issuance could potentially finance one small residential rehabilitation, bridge loan, down payment, acquisition tranche or similar project. Form D does not identify the borrower, property, maturity, coupon, lien position or loan-to-value ratio, so none of those details should be invented. Investors need the actual promissory note, deed of trust or mortgage, borrower underwriting package and collateral documentation.
ROSE CITY HAS FILED SIX SEPARATE OFFERINGS RATHER THAN ONE CONTINUOUS FUND
The filing history is unusually informative because Rose City Holdings repeatedly submits new notices rather than amendments to one indefinite vehicle.
November 2024: $386,000 pooled investment fund interest offering, fully sold.
February 2025: $240,000 pooled investment fund interest offering, fully sold.
May 2025: $150,000 debt offering, fully sold.
July 2025: $155,000 pooled investment fund interest offering, fully sold.
March 2026: $385,000 debt offering, fully sold.
September 2026: $150,000 debt offering, fully sold.
Across those six distinct SEC notices, aggregate securities sold total approximately $1.466 million.
That $1.466 million figure represents historical issuance across six separate offerings. It is not current assets under management, current outstanding principal, current NAV or investor equity. Earlier loans may already have been repaid, refinanced or exited.
The repeated new-notice pattern is consistent with a deal-by-deal capital model: capital is raised for a discrete transaction, fully subscribed and followed by another offering later.
THE PUBLIC WEBSITE CONFIRMS PRIVATE-MONEY LENDING
Rose City Holdings' public website provides the strongest independent context for what the SEC debt offerings likely represent.
The site explicitly promotes private-money lending and tells prospective participants that private capital can support real-estate investment transactions. It presents Amy Adams as the point of contact and identifies Oregon NMLS ID 2783282.
The site also discusses property investment and examples involving investment-property renovation. One published example describes private-money financing used to purchase and restore a historic home, with the site referencing double-digit return potential.
Those marketing statements help explain the business model but should not be converted into guaranteed investment terms. "Double-digit returns" is promotional language describing possible outcomes, not a verified return on the September 2026 Form D offering.
The SEC filing itself contains no stated interest rate.
AMY ADAMS PROVIDES A CLEAR PERSON-TO-BUSINESS LINK
Amy Adams is not simply a name that appears once on Form D.
Public professional records identify her with Rose City Holdings / Sweet Escape Homes in Oregon and describe a transition from a long career in technology into real-estate investing and private lending. Her profile states that she previously worked for Microsoft and Intel and later began investing in rentals, syndications and private-money lending.
The same public profile lists an Oregon mortgage lender license under Rose City Holdings, NMLS ID 2783282.
That gives the issuer a significantly stronger identity trail than many small Regulation D companies: SEC issuer; named president; matching public operating business; private-lending business description; and state mortgage-licensing disclosure.
The regulatory mortgage license should still be independently verified in the current NMLS Consumer Access system before relying on its active status or exact license category.
A RECENT JOB POSTING SHOWS THE BUSINESS IS TRYING TO SCALE ITS LOAN ORIGINATION
Rose City Holdings / Sweet Escape Homes recently advertised for a Mortgage Loan Originator specializing in hard-money and private-money lending in Oregon.
The public job description calls the company a real-estate investment and private-lending business and says it has funded more than 100 deals over roughly three years. It describes financing for: flips; rentals; new construction; and small development projects.
It also specifically references underwriting concepts such as: after-repair value; rehabilitation budgets; DSCR; BRRR; private capital; fast closings; risk analysis; and creative deal structuring.
This is unusually useful operational evidence because it confirms that the company's lending activity extends beyond passive property ownership.
However, the claim of more than 100 funded deals is company-provided recruiting information, not an audited portfolio statistic. It should not be presented as independently verified loan performance.
THE BIGGEST QUESTION IS WHAT INVESTORS ACTUALLY OWN IN EACH OFFERING
Because the SEC security classification changes between Debt and Pooled Investment Fund Interests, investors need to understand the legal structure of each transaction.
A debt investor might hold: a promissory note issued directly by Rose City Holdings; a participation in a mortgage loan; a secured note backed by a specific property; an unsecured corporate note; or another contractual debt claim.
A pooled-investment-fund investor might instead purchase: an LLC interest; a project participation; a syndication interest; or an interest in a vehicle that owns a specific loan or property.
These structures have materially different risk and recovery rights.
Form D alone does not explain the distinction.
The changing security classification from transaction to transaction is therefore not a minor filing detail. It is one of the most important investor diligence questions.
COLLATERAL AND LIEN PRIORITY MATTER MORE THAN THE COMPANY NAME
Private real-estate lending depends heavily on collateral protection.
For each debt offering, investors should determine: which property secures the loan; current property value; purchase price; after-repair value; borrower equity; senior liens; junior liens; loan-to-value; loan-to-cost; rehabilitation reserve; insurance; title coverage; and foreclosure rights.
A 12% coupon on a 55% first-lien LTV loan is economically very different from a 12% unsecured note financing a highly leveraged project.
The SEC filing does not provide these details.
Investors should never infer that because Rose City Holdings describes itself publicly as a private lender, investors automatically hold a first-position mortgage.
The legal documents determine priority.
SHORT-TERM REAL ESTATE LOANS CAN PRODUCE ATTRACTIVE YIELDS BUT CARRY CONCENTRATED LOSS RISK
Hard-money lending can offer higher coupons than traditional bank deposits or investment-grade bonds because borrowers are often paying for speed, flexibility or transactions that conventional banks will not finance.
Potential borrowers include: real-estate flippers; small landlords; BRRR investors; builders; and developers.
Higher yield compensates investors for higher risk.
Major risks include: borrower default; construction overruns; unexpected repairs; property-value declines; title problems; fraud; slow foreclosure; senior liens; tax liens; insurance gaps; and illiquidity.
Oregon foreclosure law and the exact security instrument can also affect how quickly collateral can be recovered.
Investors therefore need to underwrite both borrower repayment capacity and liquidation value.
THE March 2026 OFFERING DISCLOSED RELATED-PERSON PROCEEDS
The March 30, 2026 Form D covered a separate $385,000 debt offering that was fully sold.
That filing disclosed approximately $2,500 of offering proceeds expected to be paid to the listed related person.
This amount is modest — approximately 0.65% of that offering — but it provides evidence that transaction economics can differ from one Rose City offering to another.
The September 2026 offering reports $0 related-person proceeds.
Investors should therefore review each deal independently rather than assuming one standardized fee schedule applies across all offerings.
THE COMPANY DOES NOT APPEAR TO OPERATE LIKE A TRADITIONAL REGISTERED INVESTMENT ADVISER
Rose City Holdings' public website specifically says Amy Adams is not a certified financial or investment adviser.
The reviewed public evidence centers on real-estate lending, mortgage activity and investment-project financing rather than discretionary securities portfolio management.
That distinction matters.
Mortgage lending regulation, private securities offerings and investment-adviser regulation are different regulatory frameworks.
A company may lawfully make or broker private real-estate loans and issue Regulation D securities without being a conventional SEC-registered investment adviser.
Investors should therefore evaluate Rose City Holdings primarily as: a private lender; real-estate investment operator; and Regulation D issuer.
It should not be presented as an SEC-registered RIA unless separate adviser registration is documented.
THE WEBSITE'S RETURN LANGUAGE REQUIRES CARE
Rose City Holdings' public materials refer to opportunities to earn double-digit returns.
That does not mean the latest debt offering guarantees a double-digit interest rate.
The September 2026 Form D does not disclose: coupon; maturity; payment schedule; default rate; extension fee; prepayment provisions; or expected investor return.
The exact economics must therefore come from the debt note or offering memorandum.
For FilingDossier, the appropriate conclusion is: the company publicly markets private-money lending as capable of generating double-digit returns; the SEC filing verifies capital formation; but the return on the specific Form D offering is not publicly established.
FINAL ASSESSMENT
Rose City Holdings has a coherent and increasingly verifiable operating story. The SEC record shows six distinct private offerings since late 2024, each fully subscribed and ranging from $150,000 to $386,000. Amy Adams signs every filing and is independently connected to Rose City Holdings / Sweet Escape Homes, Oregon private-money lending and a publicly disclosed NMLS mortgage license. A recent company recruiting notice further describes an active lending operation serving flips, rentals, new builds and small development projects.
The principal weakness is transaction-level transparency.
The latest September 2026 debt offering is only $150,000 and involves two investors, but Form D does not identify the borrower, property, interest rate, maturity, lien priority, appraisal or loan-to-value. Historical offerings have alternated between debt and pooled investment fund interests, suggesting that legal structure can vary meaningfully by transaction.
Investors should therefore evaluate every Rose City offering as an individual credit or property transaction rather than relying solely on the sponsor's general operating history.
KEY FINDINGS
Rose City Holdings LLC was formed in Oregon in 2023.
CIK: 0002044215.
President: Amy Adams.
Latest filing: September 8, 2026.
Latest security: Debt.
Latest offering: $150,000.
Latest amount sold: $150,000.
Remaining: $0.
Latest investors: 2.
Non-accredited investors: 0.
Minimum investment: $75,000.
First sale: August 28, 2026.
Exemption: Rule 506(b).
Sales commissions: $0.
Finder's fees: $0.
Related-person proceeds: $0.
Industry: REITs & Finance.
Business address: 2355 State St., Suite 101, Salem, Oregon 97301.
Phone: 503-476-1130.
Official website: rosecityholdings.com.
Related public business: Rose City Holdings / Sweet Escape Homes.
Publicly disclosed business: Private-money / hard-money lending.
Publicly disclosed Oregon NMLS ID: 2783282.
Rose City Holdings has submitted six distinct new Form D notices since November 2024.
Combined historical securities sold across those six separate offerings: Approximately $1.466 million.
That total is historical issuance, not current AUM or current outstanding loan principal.
FORM D OFFERING HISTORY
November 7, 2024
Security: Pooled Investment Fund Interests.
Offering: $386,000.
Sold: $386,000.
Remaining: $0.
First sale: October 23, 2024.
February 28, 2025
Security: Pooled Investment Fund Interests.
Offering: $240,000.
Sold: $240,000.
Remaining: $0.
First sale: February 18, 2025.
May 15, 2025
Security: Debt.
Offering: $150,000.
Sold: $150,000.
Remaining: $0.
First sale: May 8, 2025.
July 21, 2025
Security: Pooled Investment Fund Interests.
Offering: $155,000.
Sold: $155,000.
Remaining: $0.
First sale: July 8, 2025.
March 30, 2026
Security: Debt.
Offering: $385,000.
Sold: $385,000.
Remaining: $0.
First sale: March 2, 2026.
Estimated related-person proceeds: $2,500.
September 8, 2026
Security: Debt.
Offering: $150,000.
Sold: $150,000.
Remaining: $0.
Investors: 2.
Minimum: $75,000.
First sale: August 28, 2026.
Estimated related-person proceeds: $0.
HISTORICAL CAPITAL FORMATION
Six separate offerings: $386,000 $240,000 $150,000 $155,000 $385,000 $150,000
Total: $1,466,000.
Because each filing is a separate New Notice rather than an amendment to one continuing offering, it is reasonable to describe $1.466 million as aggregate historical securities sold across these six disclosed offerings.
Do not describe it as: current AUM; current NAV; current loan balance; or one $1.466M fund.
AMY ADAMS
SEC role: Executive Officer.
Signer: President.
Public role: Rose City Holdings / Sweet Escape Homes.
Public professional background includes: Microsoft. Intel. Technology and software leadership. Real-estate investment. Rental properties. Syndications. Private-money lending.
Publicly disclosed Oregon mortgage license: NMLS 2783282.
Public professional records also describe Rose City Holdings as her current real-estate / private-lending business.
PRIVATE-LENDING OPERATING EVIDENCE
Recent Rose City Holdings / Sweet Escape Homes recruiting materials describe the company as: A real-estate investment company. A private-lending company. Operating in Oregon.
Company recruiting claims: More than 100 deals funded over approximately three years.
Types of financing referenced: Property flips. Rental properties. New construction. Small development projects.
Underwriting concepts referenced: ARV. Rehabilitation budgets. DSCR. BRRR. Private capital. Fast closings. Risk analysis. Creative structures.
The 100+ deal figure is company-reported and has not been independently audited by FilingDossier.
WEBSITE / ENTITY PENETRATION
Rose City Holdings legal issuer: Confirmed.
CIK: Confirmed.
Amy Adams relationship: Confirmed directly by SEC.
Amy Adams / Rose City Holdings public business relationship: Confirmed.
Official website: rosecityholdings.com.
Private-money lending: Confirmed through public site.
Sweet Escape Homes relationship: Publicly supported.
Oregon mortgage-license disclosure: Publicly supported.
NMLS 2783282: Publicly disclosed by Rose City Holdings / Amy Adams.
Exact borrower for September 2026 offering: Not disclosed.
Exact property: Not disclosed.
Property address: Not disclosed.
Interest rate: Not disclosed.
Loan maturity: Not disclosed.
Lien priority: Not disclosed.
Loan-to-value: Not disclosed.
Loan-to-cost: Not disclosed.
Appraisal: Not disclosed.
Borrower financial condition: Not disclosed.
Personal guarantee: Not disclosed.
Title insurer: Not disclosed.
Escrow agent: Not disclosed.
Loan servicer: Not disclosed.
Historical default rate: Not publicly verified.
Historical investor return: Not publicly verified.
CURRENT OFFERING DILIGENCE
Latest offering: $150,000.
Investor count: 2.
Minimum: $75,000.
Questions that remain unanswered publicly:
Is the debt secured
What property secures the note
Is Rose City Holdings the borrower or lender of record
Are investors lending directly to Rose City Holdings
Are investor notes backed by a mortgage participation
Is the collateral first lien
Is there any senior mortgage
What is current property value
What is purchase price
What is after-repair value
What rehabilitation work is planned
What is loan-to-cost
What is loan-to-value
What coupon applies
How often is interest paid
What is maturity
Can the borrower extend
What extension fee applies
Is there a prepayment penalty
Is there a personal guarantee
What happens after default
Who controls foreclosure
Who services the loan
Who holds the original mortgage documents
How is investor collateral perfected
CORE INVESTOR QUESTIONS
Why has Rose City Holdings alternated between Debt and Pooled Investment Fund Interests
Does each Form D correspond to one property or loan
Are pooled offerings equity investments or loan participations
Who are the borrowers
What geographic markets are financed
What percentage of loans are flips
What percentage are rental / BRRR loans
What percentage are construction loans
What percentage are development loans
What is average loan size
What is weighted-average LTV
What is maximum permitted LTV
What percentage is first-lien
Does Rose City ever make second-lien loans
What is historical default rate
How many loans have entered foreclosure
What is realized loss rate
What is average recovery after default
What is average loan duration
How quickly are loans repaid
Does Rose City retain equity in transactions
Does Amy Adams invest alongside investors
What fees does Rose City earn
Are there origination points
Are there servicing fees
Are there extension fees
Does Rose City retain the spread between borrower rate and investor rate
How are conflicts disclosed
Are investor funds held in escrow before closing
Are individual offerings independently administered
Are financial statements audited
CORE RISKS
Borrower default risk Property-value risk Construction-cost overruns Rehabilitation risk Real-estate market risk First-lien versus junior-lien risk Title risk Fraud risk Foreclosure delay Illiquidity Small-offering concentration Single-property concentration Single-borrower concentration Key-person dependence on Amy Adams Limited public portfolio information Limited audited performance history Potential differences among each Form D offering Risk of assuming every private-money loan earns double-digit returns Risk of assuming mortgage-lender licensing guarantees investment quality
SEC SNAPSHOT
Issuer: Rose City Holdings, LLC
CIK: 0002044215
Latest Form: D
Filed: September 8, 2026
Formation: Oregon, 2023
Address: 2355 State St., Suite 101 Salem, Oregon 97301
Phone: 503-476-1130
Industry: REITs & Finance
Security: Debt
Exemption: Rule 506(b)
First Sale: August 28, 2026
Offering: $150,000
Sold: $150,000
Remaining: $0
Investors: 2
Non-accredited investors: 0
Minimum: $75,000
Offering longer than one year: No
Sales Commissions: $0
Finder's Fees: $0
Related-person proceeds: $0
Executive Officer: Amy Adams
Signer: Amy Adams
Title: President
PRIMARY EVIDENCE REVIEWED
SEC Form D — Rose City Holdings LLC, November 7, 2024 SEC Form D — Rose City Holdings LLC, February 28, 2025 SEC Form D — Rose City Holdings LLC, May 15, 2025 SEC Form D — Rose City Holdings LLC, July 21, 2025 SEC Form D — Rose City Holdings LLC, March 30, 2026 SEC Form D — Rose City Holdings LLC, September 8, 2026 Rose City Holdings — official website Amy Adams — public professional profile Rose City Holdings / Sweet Escape Homes — public mortgage-loan-originator recruitment materials
IMPORTANT FORM D NOTICE
Form D is a notice of an exempt securities offering. Filing with the SEC does not mean the SEC has approved, endorsed, appraised, audited or verified Rose City Holdings, Amy Adams, any borrower, mortgage, property, collateral value, advertised return or expected investor yield.
The approximately $1.466 million figure represents securities sold across six separate disclosed offerings from November 2024 through September 2026. It is not current AUM, current NAV or one pooled fund.
Investors should independently verify the promissory note, lien priority, mortgage or deed of trust, title, appraisal, borrower financial condition, loan-to-value, maturity, interest rate, servicing arrangement, fees and default remedies before participating in any Rose City Holdings offering.