SEC Filing Record

Offering Amount

$7.2M

Strategy

Other

Exemption

06b

Date Filed

May 21, 2026

0002133539-26-000003

View on SEC EDGAR →

37A Read

The dual GP structure—with BDIM NVL HVL Retail REI LLC as entity co-GP and James Mastrogiacomo as named individual—indicates a partnership between an operating entity and a named principal, a configuration often used when one party brings operational or asset-management capability while the other provides LP relationships or capital commitment.

Absence of prior EDGAR filings from this manager means this is a first-time raise, signaling either a newly formed vehicle, a manager transitioning into retail real estate from another domain, or a de novo fund that has operated without SEC filing until now—each carries different implications for LP due diligence depth.

A mid-2026 filing for a $7M retail real estate fund aligns with post-correction appetite for smaller, operator-controlled retail assets as institutional capital consolidates into larger vehicles, making smaller targeted funds viable for niche operators or those with local asset sourcing advantages.

Verify whether James Mastrogiacomo or BDIM hold material equity stakes in the target assets already, as pre-existing ownership structures can create conflicts around fair valuation and fee justification, and confirm whether the Regulation D 506(b) exemption reflects genuine relationship-only placement or signals constraints on future LP diversification.

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Principals

General Partners & Executives

n/a BDIM NVL HVL Retail REI LLC James Mastrogiacomo

NVL HVL Retail Investment LLC