Form D

FORM D

Notice of Exempt Offering of Securities

UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.

OMB APPROVAL

OMB Number: 3235-0076

Estimated Average burden hours per response: 4.0

1. Issuer's Identity

CIK (Filer ID Number)

Previous Name(s)

None

Entity Type

0002138398

Corporation

Limited Partnership

Limited Liability Company

General Partnership

Business Trust

Other

Delaware statutory trust

Name of Issuer

MCI Exchange Bellagio A Series DST

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

Over Five Years Ago

Within Last Five Years (Specify Year)

2026

Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer

MCI Exchange Bellagio A Series DST

Street Address 1

Street Address 2

2101 CEDAR SPRINGS ROAD

SUITE 700

City

State/Province/Country

ZIP/Postal Code

Phone No. of Issuer

DALLAS

TEXAS

75201

(888) 418-3730

3. Related Persons

Last Name

First Name

Middle Name

Afzalipour

Armin

Street Address 1

Street Address 2

2101 Cedar Springs Road

Suite 700

City

State/Province/Country

ZIP/Postal Code

Dallas

TEXAS

75201

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Co-President of the Signatory Trustee

Last Name

First Name

Middle Name

Afzalipour

Arash

Street Address 1

Street Address 2

2101 Cedar Springs Road

Suite 700

City

State/Province/Country

ZIP/Postal Code

Dallas

TEXAS

75201

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Co-President of the Signatory Trustee

Last Name

First Name

Middle Name

LLC

MCI Exchange Bellagio A Series ST

Street Address 1

Street Address 2

2101 Cedar Springs Road

Suite 700

City

State/Province/Country

ZIP/Postal Code

Dallas

TEXAS

75201

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Signatory Trustee of the Trust

Last Name

First Name

Middle Name

LLC

MCI DST-Sponsor

Street Address 1

Street Address 2

2101 Cedar Springs Road

Suite 700

City

State/Province/Country

ZIP/Postal Code

Dallas

TEXAS

75201

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Sole Member and Manager of the Signatory Trustee and Sponsor of the Issuer

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

Health Care

Biotechnology

Health Insurance

Hospitals & Physicians

Pharmaceuticals

Other Health Care

Manufacturing

Real Estate

Commercial

Construction

REITS & Finance

Residential

Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range

Aggregate Net Asset Value Range

No Revenues

No Aggregate Net Asset Value

$1 - $1,000,000

$1 - $5,000,000

$1,000,001 - $5,000,000

$5,000,001 - $25,000,000

$25,000,001 - $50,000,000

$25,000,001 - $100,000,000

$50,000,001 - $100,000,000

Over $100,000,000

Decline to Disclose

Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii)
or (iii))

Rule 506(b)

Rule 504 (b)(1)(i)

Rule 506(c)

Rule 504 (b)(1)(ii)

Securities Act Section 4(a)(5)

Rule 504 (b)(1)(iii)

Investment Company Act Section 3(c)

7. Type of Filing

New Notice

Date of First Sale

2026-05-29

First Sale Yet to Occur

Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?

Yes

9. Type(s) of Securities Offered (select all that apply)

Pooled Investment Fund Interests

Equity

Tenant-in-Common Securities

Debt

Mineral Property Securities

Option, Warrant or Other Right to Acquire Another Security

Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security

Other (describe)

beneficial interest in a Delaware statutory trust

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?

Yes

Clarification of Response (if Necessary)

11. Minimum Investment

Minimum investment accepted from any outside investor

48435

USD

12. Sales Compensation

Recipient

Recipient CRD Number

None

Primus Financial Services, LLC

307060

(Associated) Broker or Dealer

None

(Associated) Broker or Dealer CRD Number

None

International Assets Advisory, LLC

10645

Street Address 1

Street Address 2

111 North Orange Avenue

Suite 1000

City

State/Province/Country

ZIP/Postal Code

Orlando

FLORIDA

32801

State(s) of Solicitation

All States

Foreign/Non-US

ARIZONA

COLORADO

DELAWARE

FLORIDA

GEORGIA

INDIANA

IOWA

KENTUCKY

MARYLAND

MICHIGAN

MONTANA

NEBRASKA

NEW YORK

NORTH CAROLINA

OKLAHOMA

SOUTH CAROLINA

SOUTH DAKOTA

TEXAS

UTAH

WASHINGTON

WISCONSIN

Recipient

Recipient CRD Number

None

Capulent LLC

155155

(Associated) Broker or Dealer

None

(Associated) Broker or Dealer CRD Number

None

Street Address 1

Street Address 2

3200 E Camelback Rd

Suite 130

City

State/Province/Country

ZIP/Postal Code

Phoenix

ARIZONA

85018

State(s) of Solicitation

All States

Foreign/Non-US

ALABAMA

ALASKA

ARIZONA

ARKANSAS

CALIFORNIA

COLORADO

CONNECTICUT

DELAWARE

DISTRICT OF COLUMBIA

FLORIDA

GEORGIA

HAWAII

IDAHO

ILLINOIS

INDIANA

IOWA

KANSAS

LOUISIANA

MAINE

MARYLAND

MASSACHUSETTS

MICHIGAN

MINNESOTA

MISSOURI

MONTANA

NEBRASKA

NEVADA

NEW HAMPSHIRE

NEW JERSEY

NEW MEXICO

NEW YORK

NORTH CAROLINA

NORTH DAKOTA

OHIO

OKLAHOMA

OREGON

PENNSYLVANIA

RHODE ISLAND

SOUTH CAROLINA

SOUTH DAKOTA

TEXAS

UTAH

VERMONT

VIRGINIA

WASHINGTON

WEST VIRGINIA

WISCONSIN

WYOMING

Recipient

Recipient CRD Number

None

INVESTMENT SECURITY CORPORATION

47536

(Associated) Broker or Dealer

None

(Associated) Broker or Dealer CRD Number

None

Street Address 1

Street Address 2

24009 Ventura Blvd.

Suite 101

City

State/Province/Country

ZIP/Postal Code

Calabasas

CALIFORNIA

91302

State(s) of Solicitation

All States

Foreign/Non-US

ARIZONA

CALIFORNIA

FLORIDA

NEVADA

OREGON

TEXAS

UTAH

VIRGINIA

Recipient

Recipient CRD Number

None

1031 SECURITIES INC.

326590

(Associated) Broker or Dealer

None

(Associated) Broker or Dealer CRD Number

None

Street Address 1

Street Address 2

25300 WEST 13 MILE RD

City

State/Province/Country

ZIP/Postal Code

Franklin

MICHIGAN

48025

State(s) of Solicitation

All States

Foreign/Non-US

ARIZONA

CALIFORNIA

COLORADO

CONNECTICUT

DELAWARE

FLORIDA

GEORGIA

IDAHO

ILLINOIS

INDIANA

KANSAS

MAINE

MARYLAND

MASSACHUSETTS

MICHIGAN

MINNESOTA

MONTANA

NEVADA

NEW HAMPSHIRE

NEW JERSEY

NEW MEXICO

NEW YORK

NORTH CAROLINA

OHIO

PENNSYLVANIA

RHODE ISLAND

SOUTH CAROLINA

SOUTH DAKOTA

TENNESSEE

TEXAS

13. Offering and Sales Amounts

Total Offering Amount

48435000

USD

Indefinite

Total Amount Sold

4299713

USD

Total Remaining to be Sold

44135287

USD

Indefinite

Clarification of Response (if Necessary)

As of June 5, 2026

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

15. Sales Commissions & Finders’ Fees Expenses

Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions

4843500

USD

Estimate

Finders' Fees

USD

Estimate

Clarification of Response (if Necessary)

All commissions and fees will be paid by the Sponsor or an affiliate of the Issuer. The above amount assumes the maximum offering amount is raised and includes selling commissions of 6% and an up to 4% managing broker-dealer fee.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

USD

Estimate

Clarification of Response (if Necessary)

Any expenses for the organization and offering of the interests will be paid by the Sponsor or an affiliate of the Trust.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each Issuer named above is:

Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.

Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer

Signature

Name of Signer

Title

Date

MCI Exchange Bellagio A Series DST

Stacy M. Grace

by POA from Zach Ipour, Co-President of the Manager

2026-06-05