PartnerFacts
Data last updated: Oct 23, 2026, 5:45 PM ETLatest filing: Oct 22, 2026Now: Oct 24, 2026, 5:21 AM ET

Sponsor Check › Fifth Down › Issuer

FC

FDC Chapter LLC

Limited Liability Company · organized in Delaware · formed 2026 · Needham, MA

Part of the sponsor group Fifth Down (59 issuers, 64 filings) · linked by shared people, shared management entity, same business address · not the same sponsor?

$2.5Mreported sold (max)
4investors (max)
1offering
1Form D filing
2026filing year
1new, last 12 mo

Data last updated Oct 23, 2026, 5:45 PM ET · Latest filing by this issuer Apr 8, 2026 · Courts (RECAP) last checked: Oct 24, 2026, 2:14 AM ET · SEC enforcement last checked: covered by the index scan as of Oct 24, 2026, 2:50 AM ET

The short version

FDC Chapter LLC is a limited liability company organized in Delaware (formed 2026), based in Needham, MA, one of 59 issuers in the sponsor group Fifth Down.

What this means This is one deal company run by a team with 59 companies on file. The group page shows the whole team's track record; this page is the one deal.

It has filed 1 Form D filing (Apr 8, 2026) for 1 offering, pooled investment fund (other investment fund) under Rule 506(b): $2.5M sold of an indefinite amount offered to 4 investors, first sale Mar 30, 2026.

What this means The size of the raise is reported above — about $625K per investor. Rule 506(b) means no public advertising; up to 35 non-accredited investors may take part.

Key people as listed: Andrew M. Spellman (executive officer) and Fifth Down Cap LLC (executive officer, entity).

What this means A two-person team on paper — these are the people the company itself named as running or promoting it. Tap a name to see every other deal they are on.

No sales commissions, finder's fees or proceeds to insiders are reported. No sales-compensation recipients are listed.

What this means No broker was paid — the sponsor sold it directly to investors.

Sister issuers in the group include Fifth Down Cap LLC, Fifth Down Capital Fund V, LP, FDC SX XI LLC and 55 more.

Activity: 1 new offering in the last 12 months; no amendment on file; latest filing Apr 8, 2026.

What this means Still raising money this year.

Adviser registration (Form ADV) on record: FIFTH DOWN CAP LLC.

Public records searched: federal courts (CourtListener / RECAP), SEC enforcement releases, state securities regulators (AZ, CA, DE, TX, WA), property records (NYC, FL, IL and TX counties) — none found.

What this means Nothing turned up where we looked (4 sources). That does not prove there is nothing — it means none was found in those sources on that date.

What the community is saying

Community search for FDC Chapter LLC has not run yet — it is joining a line of 13,815 names; searches run around the clock at the hosts' allowed rate. Searched so far: 28 names.

Community comments are quoted as written by their authors. Sources searched: BiggerPockets forums (via DuckDuckGo, Brave, Bing and BiggerPockets search) and Reddit (search feed + public archive).

Key records

Five things investors ask first. Items still in human review are counted, not shown.

1. Lawsuits

None found in sources searched — federal courts (CourtListener / RECAP), checked Oct 24, 2026

What was searched

Sources searched: CourtListener bulk data (RECAP dockets as of 2026-09-30; recall-first rule 10-24) — federal district + bankruptcy courts State courts: not covered (one-tap state court links under Look further). PACER: not searched. · Last checked Oct 24, 2026, 2:14 AM ET.

State courts: not covered (one-tap state court links under Look further). No state offers a lawful automated statewide source PartnerFacts can use today. Texas (re:SearchTX) terms prohibit storing results in a database open to third parties; New York (WebCivil) and Massachusetts (MassCourts) require a browser check that blocks scripted queries; California has no statewide index (58 county portals; Rule of Court 2.503 grants name-based access case by case); Florida, Utah and Illinois offer paid or partial access whose terms for automated use are unverified. Washington (dw.courts.wa.gov; bulk index reports under a JISC data-dissemination agreement), Delaware (CourtConnect; Court of Chancery not included) and Arizona (apps.azcourts.gov/publicaccess, which has an official channel to request high-volume access) are the candidates; PartnerFacts will request written permission before any automated search. Federal courts are searched through CourtListener / RECAP.

2. Regulatory actions

None found in sources searched — SEC enforcement releases (index scan as of Oct 24, 2026, 2:50 AM ET) · state securities regulators: AZ, CA, DE, TX, WA (crawled Oct 23, 2026)

What was searched

SEC enforcement searched: SEC litigation releases and administrative proceedings — respondent names in the sec.gov index titles (30,205 releases, 1995-09-19 to 2026-10-23); release text is read only to confirm a candidate. Names that appear only in the body of a release are not found. — Searched SEC litigation releases and administrative proceedings (1995→ / 2007→) (30,205 records as of Oct 24, 2026, 2:50 AM ET) — nothing matched FDC Chapter LLC..

State securities regulators searched: AZ (Corporation Commission Securities Division), CA (DFPI — 16 of 12,159 DFPI respondent pages read so far; sponsor-name matches are read first), DE (DOJ Investor Protection Unit), TX (State Securities Board), WA (DFI) — last crawled Oct 23, 2026, 9:57 PM ET. Other states are not covered.

3. Bankruptcies

None found in sources searched — federal bankruptcy courts (CourtListener / RECAP), checked Oct 24, 2026

What was searched

Sources searched: Federal bankruptcy courts via CourtListener / RECAP archive (federal district courts, federal bankruptcy courts). State courts: not covered (one-tap state court links under Look further). PACER: not searched (RECAP only). · Last checked Oct 24, 2026, 2:14 AM ET.

State courts: not covered (one-tap state court links under Look further). No state offers a lawful automated statewide source PartnerFacts can use today. Texas (re:SearchTX) terms prohibit storing results in a database open to third parties; New York (WebCivil) and Massachusetts (MassCourts) require a browser check that blocks scripted queries; California has no statewide index (58 county portals; Rule of Court 2.503 grants name-based access case by case); Florida, Utah and Illinois offer paid or partial access whose terms for automated use are unverified. Washington (dw.courts.wa.gov; bulk index reports under a JISC data-dissemination agreement), Delaware (CourtConnect; Court of Chancery not included) and Arizona (apps.azcourts.gov/publicaccess, which has an official channel to request high-volume access) are the candidates; PartnerFacts will request written permission before any automated search. Federal courts are searched through CourtListener / RECAP.

4. Differences between public sources

No comparisons published

What is compared

No public statement by this issuer has been collected yet, so there is nothing to compare. Sources compared: the sponsor's own website (known from the issuer's own filings — Form C issuer website, EDGAR company profile — an approved profile claim or Form ADV Item 1.I of its matched adviser) · SEC Form D · SEC Form ADV (IAPD) · Internet Archive · Website on file (fifthdown.com, from another issuer in the same sponsor group (not filed by this issuer)) — not yet read for public statements.

No differences found between the public filings we have for FDC Chapter LLC (compared 1 filing on Oct 24, 2026).

What is compared

What is compared: every Form D and D/A we hold for this subject, side by side — filing dates vs. first-sale dates (the 15-day rule), amendment timing on open offerings (the yearly-amendment expectation), amounts sold, investor counts, offering amounts and minimums across amendments, industry and size bands, addresses, how each person's name and role is written, paid sellers' CRD numbers, and (for groups) where the member companies were formed and sit. Everything is as filed by the issuer; the SEC does not check it. Differences are common and usually have ordinary explanations — we show both values, the dates, and the source so you can ask. As of Oct 24, 2026.

5. Money to insiders

None reported on 1 offering — no sales commissions, finder's fees or proceeds to insiders

Per-offering detail
Offering (latest filing)Sales commissionsFinder's feesTo insidersPaid to sell itSource
Apr 8, 2026 D
File 021-579452
$0$0$0None listed on this filingEDGAR ↗

Counts come from Form D Items 12–15 on the filings in our index (latest filing per offering; one offering = one SEC file number; an amendment updates its offering rather than adding one). "To insiders" = gross proceeds used for payments to executive officers, directors or promoters. "—" = not reported on that filing. Amounts marked (est.) were reported as estimates. "Paid to sell it" = sales compensation recipients named on that filing (Item 12), each linked to FINRA BrokerCheck when a CRD number is reported.

Property records 0 documents · 0 ownership records · last checked Oct 23, 2026, 8:59 PM ET · NYC and Cook County lookup still to run

0 recorded documents and 0 ownership records matched to FDC Chapter LLC in the sources searched.

Not found in sources searched as of Oct 23, 2026, 8:59 PM ET: Hillsborough County FL Clerk of Court Official Records daily index (publicrec.hillsclerk.com D/P/M files), 2 daily files (Oct 14, 2026 to Oct 15, 2026) — loaded Oct 23, 2026, 8:59 PM ET; Florida DOR NAL roll (Hillsborough 39) roll year 2026 — loaded Oct 23, 2026, 8:54 PM ET; Florida DOR NAL roll (Dade 23) roll year 2026 — loaded Oct 23, 2026, 8:58 PM ET; Harris County Appraisal District real_acct.txt roll year 2026 — loaded Oct 23, 2026, 8:58 PM ET; Dallas Central Appraisal District ACCOUNT_INFO.CSV roll year 2026 — loaded Oct 23, 2026, 8:58 PM ET. Still to be looked up for this issuer: NYC ACRIS via NYC Open Data (Real Property Parties 636b-3b5g, Master bnx9-e6tj, Legals 8h5j-fqxa, Document Control Codes 7isb-wh4c) · NYC PLUTO ownership via NYC Open Data (64uk-42ks) · Cook County IL Assessor via Cook County Open Data (Parcel Sales wvhk-k5uv; Parcel Addresses 3723-97qp). Records in other counties, and recorder indexes we do not yet cover, were not searched.

Property records coverage: New York City (ACRIS recorded documents and PLUTO ownership, looked up per issuer when its page is viewed; re-checked when the page is viewed again more than 30 days after the last check); Hillsborough County FL (recorded documents from Oct 14, 2026 forward; ownership from FL DOR roll 2026); Cook County IL (assessor ownership and deed/sale records, looked up per issuer when its page is viewed); Harris County TX and Dallas County TX (assessor ownership rolls only, 2026 roll; no deed, mortgage or sale records); Miami-Dade County FL (ownership from FL DOR roll only; Clerk recorded documents not covered). Recorder indexes for TX, AZ, IL and WA counties, mortgages and liens outside NYC and FL, lis pendens and foreclosure notices everywhere, Miami-Dade County FL recorded documents, Maricopa County AZ, King County WA, Salt Lake County UT, and all other counties are not covered — not searched. Last refresh by source: Hillsborough County FL Clerk daily index Oct 23, 2026, 8:59 PM ET; Dallas Central Appraisal District ACCOUNT_INFO.CSV Oct 23, 2026, 8:58 PM ET; Harris County Appraisal District real_acct.txt Oct 23, 2026, 8:58 PM ET; Florida DOR NAL roll (Dade 23) Oct 23, 2026, 8:58 PM ET; Florida DOR NAL roll (Hillsborough 39) Oct 23, 2026, 8:54 PM ET. NYC and Cook County are looked up per issuer when its page is viewed; the most recent such lookup on this site finished Oct 24, 2026, 3:30 AM ET. Parties are named as the recorder's index names them (role suffixes as recorded); no address, account number or trust date is shown for an individual, and individual owners of record (home ownership) are not matched or shown. Items still in human review are not shown.

Offerings (SEC Form D)

Each filing as reported by the issuer, newest first. Open a row for the full plain-English detail. D = original notice, D/A = amendment.

Apr 8, 2026 D Pooled Investment Fund — $2,500,000 sold of Indefinite · 4 investors EDGAR ↗
FilingForm D filed Apr 8, 2026
SEC file no. 021-579452 · accession 0002125256-26-000001
Raise progress$2,500,000 sold of Indefinite offered · Indefinite remaining · first sale Mar 30, 2026
Filing timingDate of first sale: Mar 30, 2026 · Form D filed: Apr 8, 2026 (9 days after first sale)
Rule: a Form D is generally due within 15 days after the first sale. Both dates are shown as reported; no conclusion is drawn.
Time since first sale208 days (0.6 years)
Annual amendmentsIssuer reported the offering is not expected to last more than one year. No amendment for this offering in our index (filings 2008 → Oct 22, 2026; checked Oct 23, 2026, 5:45 PM ET).
Rule: an ongoing offering generally files an amendment at least annually. Dates shown as reported; no conclusion is drawn.
Investors4 total · issuer reported no non-accredited investors
Exemption claimedRule 506(b) — no general advertising; up to 35 non-accredited investors allowed; Investment Company Act 3(c) private-fund exclusion — the issuer is a fund not registered as an investment company; Investment Company Act 3(c)(7) — private fund open to qualified purchasers only
Minimum investment accepted$0 as filed (no minimum reported)
Securities offeredPooled investment fund interests
Entity detailsOrganized in DELAWARE · formed 2026 · net asset value range: Decline to Disclose (state and year as reported on the issuer's latest filing)
As reported by the issuer on Form D (Items 1–2 and 5).
IndustryPooled Investment Fund (Other Investment Fund)
Who is paid to sell itNo sales compensation recipients listed on this filing.
Money to insidersSales commissions: $0 · Finder's fees: $0 · Proceeds to officers, directors, promoters: $0
Signed byAndrew M. Spellman, Manager of the Manager of the Issuer (Apr 7, 2026)
Market contextMinimum investment: $0 as filed (no minimum reported). Typical range for similar offerings: $1,000–$100,000.
Offering size: Indefinite. Typical range: $155,000–$5,250,000.
Investors: 4. Typical range: 4–27.
"Similar" = Pooled Investment Fund, Rule 506(b). Based on 83,801 Form D filings 2021–2026 in the same industry and exemption (Pooled Investment Fund, Rule 506(b); original Form D notices, one per offering) (Form D data, SEC). Ranges are the middle half (25th–75th percentile) of the filings that reported each value: minimum investment 42,272, offering size 46,794, investors 57,577. Computed by PartnerFacts as of Oct 23, 2026, 5:45 PM ET. No ranking or score. Source: PartnerFacts data & coverage.
SourceThis filing on SEC EDGAR ↗ · retrieved from the SEC Form D bulk data set · PartnerFacts data last updated Oct 23, 2026, 5:45 PM ET

All Form D filings for this CIK on SEC EDGAR ↗. History: 1 new offering in the last 12 months (new offering = a Form D that is not an amendment) · most recent filing Apr 8, 2026. Industry as reported, by offering: One offering, reported as Pooled Investment Fund (Apr 8, 2026).

Key people 2

Officers, directors and promoters the issuer itself named on its Form D. Tap a name for every other deal they are on.

NameRelationshipAddress stateOn filings (first → last)Also listed on
AS Andrew M. SpellmanExecutive Officer
Issuer's note: Manager of the Manager of the Issuer
MAApr 8, 2026
on 1 of 1 filing
listed on the latest filing
59 other issuers
FD Fifth Down Cap LLC entity
person page: Fifth Down CAP LLC
Executive Officer
Issuer's note: Manager of the Issuer
MAApr 8, 2026
on 1 of 1 filing
listed on the latest filing
46 other issuers

Executive officers, directors and promoters as self-reported by the issuer, one row per person. Spellings of the same name (same first and last name, or the same full name that EDGAR split differently into middle and last name) with no conflicting middle initial are shown on one row (none on this issuer); dates and counts come from the filings that list each name. Licensed persons: FINRA BrokerCheck ↗ · SEC IAPD ↗.

Connections

Other issuers listing the same people (showing 40 of 105):

Shared address: this business address appears on filings for 19 other issuers. Stated as a count only (suite numbers ignored) — many addresses are shared office buildings or registered agents. As of Oct 23, 2026, 5:45 PM ET.

Other offering types (Regulation A and Regulation Crowdfunding)

Searched SEC Regulation A Data Sets (Forms 1-A, 1-K, 1-Z; 2015 Q2 → 2026 Q3); SEC Crowdfunding Offerings Data Sets (Form C family; 2016 Q2 → 2026 Q3); EDGAR form index for 2026 Q3 → 2026 Q4 (51,358 records as of Oct 23, 2026, 8:41 PM ET) — nothing matched this name.

Adviser registration (Form ADV)

FIFTH DOWN CAP LLC — SEC-registered investment adviser · SEC registration status as reported: “Approved” since Mar 26, 2021 · SEC file 801-120623 · Main office: BOSTON, MA · IAPD record ↗ · Form ADV filing (PDF) ↗

Regulatory assets under management: $1,870,359,993 as reported on Form ADV filed Oct 1, 2026 (Item 5.F(2)(c)) · 60 accounts (Item 5.F(2)(f))

Websites listed on Form ADV (Item 1.I): www.fifthdown.com ↗

Item 11 disclosure questions as answered on Form ADV filed Oct 1, 2026: 0 of 24 answered “Yes”
  • No — Form ADV Item 11 asks: “Do any of the events below involve you or any of your supervised persons?”
  • No — Form ADV Item 11A(1) asks: “A. In the past ten years, have you or any advisory affiliate: (1) been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony?”
  • No — Form ADV Item 11A(2) asks: “A. (2) been charged with any felony?”
  • No — Form ADV Item 11B(1) asks: “B. In the past ten years, have you or any advisory affiliate: (1) been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving: investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?”
  • No — Form ADV Item 11B(2) asks: “B. (2) been charged with a misdemeanor listed in Item 11.B(1)?”
  • No — Form ADV Item 11C(1) asks: “C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: (1) found you or any advisory affiliate to have made a false statement or omission?”
  • No — Form ADV Item 11C(2) asks: “C. (2) found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?”
  • No — Form ADV Item 11C(3) asks: “C. (3) found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?”
  • No — Form ADV Item 11C(4) asks: “C. (4) entered an order against you or any advisory affiliate in connection with investment-related activity?”
  • No — Form ADV Item 11C(5) asks: “C. (5) imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?”
  • No — Form ADV Item 11D(1) asks: “D. Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority: (1) ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?”
  • No — Form ADV Item 11D(2) asks: “D. (2) ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?”
  • No — Form ADV Item 11D(3) asks: “D. (3) ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?”
  • No — Form ADV Item 11D(4) asks: “D. (4) in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?”
  • No — Form ADV Item 11D(5) asks: “D. (5) ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisory affiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity?”
  • No — Form ADV Item 11E(1) asks: “E. Has any self-regulatory organization or commodities exchange ever: (1) found you or any advisory affiliate to have made a false statement or omission?”
  • No — Form ADV Item 11E(2) asks: “E. (2) found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor rule violation" under a plan approved by the SEC)?”
  • No — Form ADV Item 11E(3) asks: “E. (3) found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?”
  • No — Form ADV Item 11E(4) asks: “E. (4) disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending you or the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities?”
  • No — Form ADV Item 11F asks: “F. Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked or suspended?”
  • No — Form ADV Item 11G asks: “G. Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C., 11.D., or 11.E.?”
  • No — Form ADV Item 11H(1)(a) asks: “H. (1) Has any domestic or foreign court: (a) in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity?”
  • No — Form ADV Item 11H(1)(b) asks: “H. (1)(b) ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations?”
  • No — Form ADV Item 11H(1)(c) asks: “H. (1)(c) ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by a state or foreign financial regulatory authority?”
  • No — Form ADV Item 11H(2) asks: “H. (2) Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H(1)?”

Answers as filed by the adviser on Form ADV Part 1A, Item 11; question text quoted from the form. Details of each “Yes” are in the Disclosure Reporting Pages of the Form ADV (PDF) ↗.

Matched on management entity listed on Form D = adviser name, same state (MA) · Form ADV data: SEC Investment Adviser Information Report (SEC-registered advisers), file dated 2026-10-02, loaded Oct 23, 2026, 8:39 PM ET · IAPD record last checked Oct 23, 2026, 8:36 PM ET

Meta advertising

No Meta Pixel ids or Facebook / Instagram page links on file for FDC Chapter LLC as of Oct 24, 2026 — the sponsor website is read for them once it is on file (runs automatically). Meta Ad Library: not searched by PartnerFacts (no API access); a one-tap Ad Library search is under Look further.

Public profiles

Public profiles official links and public statements, each with its source and date
  • fifthdown.com ↗ found via fifthdown.com — same registered sponsor family (group "Fifth Down", confidence 0.82); known from issuer CIK 2156005 (adv)

Sources searched for a website: Form C data set (issuer websites as filed), Form ADV data set (Item 1.I of matched advisers) — as of Oct 23, 2026, 11:20 PM ET: none on file for this issuer. The sponsor website, the Internet Archive and GDELT news index are read only once a site is on file; a sponsor's website comes from the issuer's own filings (Form C issuer website; EDGAR company profile), an approved profile claim, Form ADV Item 1.I of its matched adviser, or a web search for the issuer name confirmed on the site's own homepage. We never collect personal or family accounts.

Entity standing: not checked (no official programmatic source for MA yet).

Export this report as PDF (all source links + data timestamp) · Premium

Request diligence pack (Premium) PartnerFacts asks the sponsor for the standard information pack and delivers it to you labelled "provided by the sponsor".

Corrections log

No corrections have been requested for this page.

Filing-to-filing changes are in Amendment history above.

Facts from public records only, each linked to its source. No ratings, no opinions. Request a correction · Claim this profile · Facts policy

Email me the full report

The complete public-record profile for FDC Chapter LLC, plus the weekly new-filings list.

What do you want to do?

Only "Connect me" shares your details — with this sponsor, at a flat price we charge them, never tied to whether you invest. "Just researching" shares nothing.

Request a correction

Free. Tell us what's wrong and, if you can, where the correct public record is. Every request is logged with its status (received → under review → fixed / confirmed with source).

Sponsor response

Sponsors may add a sourced explanation next to any fact on this page. Reviewed before publishing; never edits the public record.

Claim this profile (sponsors)

Free. Get the "Claimed by sponsor" chip and a confirmed contact for corrections. Claiming never changes the public-record section.

Look further

One-tap searches on sites we do not index ourselves, with the name pre-filled (Needham, MA). Each opens in a new tab; what you find there is not verified by PartnerFacts.

Found on the sponsor's own site

fifthdown.com ↗ found on fifthdown.com — same registered sponsor family (group "Fifth Down", confidence 0.82); known from issuer CIK 2156005 (adv)