Ford Amphitheater land
Property in Colorado Springs, CO
Ford Amphitheater land is a DST that owns a property in Colorado Springs, CO (9.41 acres). Its latest Form D, filed Dec 18, 2025, lists a $53 million offering with a $100,000 minimum.
Key facts
A free account shows how much of each active offering has sold and the Sponsor Grade letters.- Minimum investment
- $100,000From the Form D
- Offering size
- $53,000,000Equity offered, per the Form D
- Sold so far
- RaisingForm D, Dec 18, 2025; the % is our arithmetic14.5%
- Investors reported
- Form D, Dec 18, 202518
- Selling commissions
- Form D Item 15; the % is our arithmetic$5,300,000 · 10.0% of offering
- Financing
- Leveraged. This offering reports mortgage debt on the property.How it is financed ↓
- Offered under
- Rule 506(c)May be advertised publicly. Every buyer’s accredited status must be verified.
Figures come from SEC Form D filings unless a source is cited. Sponsor-stated figures are as reported by the sponsor; Top1031 does not independently audit them. On a 45-day clock? Find day 45 and day 180 →
Sales so far
A free account shows how much of each active offering has sold and the Sponsor Grade letters.Raising
- Latest Form D
- Dec 18, 2025 · 2 filings
- First sale
- Sep 27, 2024
These are the sponsor’s own numbers. They can lag what has actually sold, and they do not confirm that interests are still available.
- Amount sold
- $7,701,346
- Not yet sold
- $45,298,654
- Investors
- 18
Calculated by Top1031 from the Form D filings, not stated by the sponsor:
14.5% of $53,000,000 sold, calculated by Top1031 from the Form D
- Average since first sale
- about $524,407 a month
Weighing this offering for your exchange? A licensed 1031 specialist from our affiliated partner can go through these filings with you.
Ask a 1031 specialist about this recordFree. About: Ford Amphitheater land. Top1031 is not a broker-dealer.Ford Amphitheater land · Colorado Springs, CO · Photo: venu.live
What does Ford Amphitheater land own?
Ford Amphitheater opened August 9, 2024 in Colorado Springs, and the Trust's asset was the ground under it rather than the building. 6 Notes Live Real Estate LLC conveyed the parcel through Notes CS I Holdings, LLC to the Trust on August 22, 2024 in exchange for all of the Trust's beneficial interests. 1 Venu's Form 8-K reports the Trust sold that ground, improvements excluded, to O'Neil Roth Ford, LLC on June 5, 2026. 2
- Property address
- 95 Spectrum Loop, Colorado Springs, CO
- Property size
- 9.41 acres
How have sales gone?
The sponsor’s own numbers, with the caveat in Sales so far ↑.
How is it financed, and what did it cost to sell?
The filings reviewed disclose no mortgage balance or leverage ratio at the Trust level. In the June 2026 sale, part of the price came as a promissory note the buyer made in favor of the Trust — money owed to the Trust rather than borrowed by it — with interest-only payments and principal due at maturity. 2
Debt
- Financing
- Leveraged. This offering reports mortgage debt on the property.
- May convert to a REIT (721)
Costs and terms from the Form D
- Selling commissions
- $5,300,000 · 10.0% of offering
- Finders’ fees
- $0
- Paid to officers, directors and promoters
- $47,640,000 · 89.8% of offeringForm D Item 16· The filing’s note: “Includes purchase price of affiliate”
- Broker-dealers named in the Form D
- 1 named in the Form D
Show the firms
- Green Vista Capital, LLC · CRD 293630
Individual representatives named in Item 12 are not listed.
- Date of first sale
- Sep 27, 2024
- Minimum investment
- $100,000
Form D Item 15 and Item 16 amounts may be the issuer’s estimates; each percentage is Top1031’s arithmetic on two Form D figures. Item 16 can overlap Item 15, so Top1031 does not add them together. The issuer marked these amounts as an estimate.
What are the deal terms?
From Notes Live Real Estate’s offering documents (Aug 2024).
A free account shows how much of each active offering has sold and the Sponsor Grade letters.Your exit
- Can the sponsor's affiliate buy investors out?
- No
Rent and the bills
- Who pays rent to the trust?
- A master tenant affiliated with the sponsor
- Who pays for roof and structural repairs?
- The tenant or master tenant
- Who pays if taxes or insurance go up?
- The tenant or master tenant
- Was the property bought from a sponsor affiliate?
- Yes
Your rights
- Can investors remove the manager?
- No
- How are disputes with the sponsor resolved?
- Mandatory arbitration
Who's behind Ford Amphitheater land?
The Trust's Form D names Notes Live Real Estate LLC as sponsor. 4 That entity and the signatory trustee, Notes CS I ST, LLC, are subsidiaries of Venu Holding Corporation (NYSE: VENU), the Colorado Springs live-entertainment developer behind Ford Amphitheater; the trustee, not investors, may manage and sell trust property. 1 Venu's 8-K discloses that the buyer, O'Neil Roth Ford, LLC, was co-owned and co-managed by Venu's chairman and chief executive and a Venu shareholder. 2 Venu's June-quarter report describes the Trust as a wholly owned subsidiary after the interests were redeemed. 3
What does the SEC record show?
The Trust's own paperwork is thin: an initial Form D — the short notice an issuer files for a private placement — later amended to update reported progress, with the amendment giving September 27, 2024 as the first sale date. 7 Nothing filed under the Trust's own CIK addresses the 2026 land sale or the redemption Venu disclosed. 3
- Legal Trust name
- Notes CS I, DST
- SEC CIK
- 2035981
- First Form D
- Sep 4, 2024
- Latest Form D
- Dec 18, 2025
- Filings on record
- 2
- Offered under
- Rule 506(c)May be advertised publicly. Every buyer’s accredited status must be verified.
- Source filing
SEC Form D filings, newest first
| Filed | Form | Offering amount | Amount sold | Investors | Filing on SEC EDGAR |
|---|---|---|---|---|---|
| Form D/A | $53,000,000 | $7,701,346+$7,701,346 | 18 | EDGAR | |
| Form D | $53,000,000 | $0 | EDGAR |
Amounts, investor counts and minimums are as filed with the SEC on Form D. The change lines are Top1031’s arithmetic between consecutive filings; a new Form D notice starts a new count.
A Form D is the notice a sponsor files when it starts raising money. A Form D filing does not mean the SEC approved, endorsed, or verified the offering.
Common questions
- Is Ford Amphitheater land an active offering?
- Ford Amphitheater land is an Active offering: its latest Form D was filed Dec 18, 2025. A Form D filing does not by itself confirm that interests are still available; the sponsor or a registered representative can confirm what is open.
- What did this Trust actually own?
- Legal title to the ground beneath Ford Amphitheater in Colorado Springs — not the amphitheater itself, which was held and operated by separate Venu entities. Top1031's record lists the parcel at 9.41 acres, while Venu Holding Corporation's Form 8-K reporting the June 5, 2026 sale describes approximately 9.5 acres. Both figures come from issuer sources, and Top1031 does not reconcile them. Venu's offering circular identifies Sunset Operations, LLC as the venue's operator, distinct from the Trust's ground tenant.
- Who bought the land, and on what terms?
- Venu Holding Corporation's Form 8-K states that on June 5, 2026 Notes CS I, DST sold the Colorado Springs land underlying Ford Amphitheater to O'Neil Roth Ford, LLC for $49,700,000, with consideration of $29,820,000 in cash at closing plus a $19,880,000 promissory note made by the buyer in favor of the Trust. The same filing states the note bears 4.87% annual interest, calls for annual interest-only payments beginning June 1, 2027 and leaves unpaid principal due June 1, 2046. It also discloses that the buyer was co-owned and co-managed by a Venu shareholder and Venu's chairman and chief executive — a related-party transaction — and that Venu obtained an option to repurchase the land for $50,700,000 during the 20 years after closing.
- Who occupies the site now, and where does the ground rent go?
- Ford Amphitheater continues to operate. Under the ground lease effective June 4, 2026 described in Venu's Form 8-K, O'Neil Roth Ford, LLC is landlord and Sunset Amphitheater, LLC is tenant, on triple-net terms with a 25-year initial term and five successive 10-year renewal options. That filing states annual ground rent rose to $4,224,500 from $3,222,000 under the former lease, and that rent is payable to the new landowner rather than to the Trust. The Monument Independent reported on September 6, 2026 that the venue held six first-half 2026 shows, and SoCo Insider reported on August 29, 2026 that the venue operates with AEG Presents Rocky Mountains and was named Billboard's 2026 "Top West Coast Amphitheater."
- Is there litigation involving the Trust?
- The Monument Independent reported on September 6, 2026 a matter captioned Bailey v. Notes CS I, DST. Separately, the same publication reported on August 18, 2026 an analysis of 62 concerts and 737 complaint reports finding that wind direction and an act's low-frequency content affect how much sound reaches neighborhoods north of the venue, averaging 18.5 complaints when wind blew toward them versus 2.9 when it blew away.
In the news
Sources
Show sources (10)Hide sources (10)
These links support the record as a whole; individual details may come from different sources.
- SEC — Venu Holding Corporation Form 10-K ↗
- SEC — Venu Holding Corporation Form 8-K ↗
- SEC — Venu Holding Corporation Form 10-Q ↗
- SEC — Notes CS I, DST Form D ↗
- SEC — Venu Holding Corporation prospectus ↗
- SEC — Venu Holding Corporation offering circular ↗
- SEC — Notes CS I, DST Form D/A ↗
- sec.gov ↗
- fordamphitheater.live ↗
- sec.gov ↗
DST interests are illiquid private securities. You may lose some or all of your investment. Distributions, tax treatment, and exit timing are not guaranteed. Review the current offering documents before investing.