Virginia Small Bay 121 DST
Other property — sponsor not disclosed
Sponsor-reported, from SEC filings and cited sources.
What is this, in one paragraph?
Virginia Small Bay 121 DST is a Delaware statutory trust — a passive co-ownership vehicle whose beneficial interests can serve as replacement property in a 1031 exchange — sponsored by Cove Capital Investments. Its first Form D, the SEC's brief notice of an exempt offering, was filed on August 28, 2026 covering a $16,207,609 raise, and the Trust is still raising.1 No property has been publicly identified.
Property details are not confirmed yet. The SEC filings below are the current public record.
Show sources (1)Hide sources (1)
These links support the public record as a whole; individual details may come from different sources.
On a 45-day clock? Find day 45 and day 180 from the sale date, then come back to this record.
How are sales going?
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
- $2,763,824
- Still available
- $13,443,785
- Investors reported
- 12
- Total offering
- $16,207,609
Who's behind it?
The Form D names Cove Capital Investments, LLC as the offering's promoter and sponsor, and identifies Dwight Kay as manager of the signatory trustee and manager of the issuer.1 The Trust was organized in Delaware in 2026, and its principal place of business is 2958 Columbia Street, Torrance, California.1 Cove Capital's own current-offerings page did not identify this Trust as of September 1, 2026.
- Sponsor
- Sponsor not disclosedThe filing does not identify a sponsor we can confirm.
- Legal Trust name
- Virginia Small Bay 121 DST
- May convert to a REIT
- Not stated
Reported by the sponsor. Top1031 does not independently audit sponsor-reported figures.
What does the paperwork say?
The initial Form D reports a first sale of interests on July 24, 2026 — a securities milestone, not a property acquisition date.1 The 506(c) route lets a sponsor advertise a private offering publicly, provided each buyer's accredited status is verified rather than self-certified.
- Form D filedFirst and latest filing on record.
- Filings on record
- 1
- How it may be offered
- Rule 506(c)May be advertised publicly. Every buyer’s accredited status must be verified.
- Source filing
- Read the filings on SEC EDGAR
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.
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 Private Placement Memorandum before investing.
Common questions
Is Virginia Small Bay 121 DST still raising money?
Top1031 lists Virginia Small Bay 121 DST as active because the sponsor is still filing with the SEC. That does not confirm that interests remain available.
Where does Top1031 get the data for Virginia Small Bay 121 DST?
Top1031 builds this record from the sponsor’s own SEC filings and cited sponsor disclosures. Filings can lag what is happening now. A Form D filing does not mean the SEC approved, endorsed, or verified the offering.
What property does this Trust own?
Public sources do not say. As of September 1, 2026, no address, building count, square footage, tenant roster, or purchase price for Virginia Small Bay 121 DST has been located in any primary record. The Form D lists only Cove Capital's Torrance, California office, which is the issuer's principal place of business and not an asset location. The Trust's name should not be read as confirmation of a Virginia property. The private placement memorandum (PPM) — the sponsor's full offering document — is what would identify the real estate.
Is this Trust still raising money?
The Form D filed August 28, 2026 reports a portion of the $16,207,609 offering sold and a balance remaining, so interests were still being offered as of that date. Availability can change at any time without a new SEC filing; only the sponsor or a selling broker-dealer can confirm current status.
What does Rule 506(c) mean for me as an investor?
506(c) is the exemption that allows a private offering to be advertised publicly — websites, emails, listing sites. The tradeoff is that every purchaser must be an accredited investor and the sponsor must take reasonable steps to verify it, typically through tax returns, brokerage statements, or a letter from your CPA or attorney. Self-certification alone is not enough under 506(c).
How is the Trust financed?
No public source discloses whether Virginia Small Bay 121 DST carries mortgage debt, who any lender is, or the loan terms. Form D does not require that disclosure. Because a 1031 exchange generally requires replacing debt as well as equity, leverage is a term to confirm in the PPM before identifying this Trust as replacement property.
Who is named as running the Trust?
The Form D identifies Dwight Kay as manager of the signatory trustee and manager of the issuer, and names Cove Capital Investments, LLC as the promoter and sponsor of the offering. The filing gives the principal place of business as 2958 Columbia Street, Torrance, California 90503.