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 ↗
| Filing | Form D filed Apr 8, 2026SEC 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 timing | Date 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 sale | 208 days (0.6 years) |
| Annual amendments | Issuer 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. |
| Investors | 4 total · issuer reported no non-accredited investors |
| Exemption claimed | Rule 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 offered | Pooled investment fund interests |
| Entity details | Organized 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). |
| Industry | Pooled Investment Fund (Other Investment Fund) |
| Who is paid to sell it | No sales compensation recipients listed on this filing. |
| Money to insiders | Sales commissions: $0 · Finder's fees: $0 · Proceeds to officers, directors, promoters: $0 |
| Signed by | Andrew M. Spellman, Manager of the Manager of the Issuer (Apr 7, 2026) |
| Market context | Minimum 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. |
| Source | This 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.
| Name | Relationship | Address state | On filings (first → last) | Also listed on |
|---|
| AS Andrew M. Spellman | Executive Officer Issuer's note: Manager of the Manager of the Issuer | MA | Apr 8, 2026 on 1 of 1 filing listed on the latest filing | 59 other issuers |
| FD Fifth Down Cap LLC entity | Executive Officer Issuer's note: Manager of the Issuer | MA | Apr 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):
- FDC Databento CS LLC — Andrew M. Spellman · latest filing Oct 19, 2026
- FDC Databento CS LLC — FIFTH DOWN CAP LLC (entity) · latest filing Oct 19, 2026
- FDC Databento CS-A LLC — Andrew M. Spellman · latest filing Oct 19, 2026
- FDC Databento CS-A LLC — FIFTH DOWN CAP LLC (entity) · latest filing Oct 19, 2026
- FDC Databento C LLC — Andrew M. Spellman · latest filing Oct 13, 2026
- FDC Databento C LLC — FIFTH DOWN CAP LLC (entity) · latest filing Oct 13, 2026
- FDC Databento C-A LLC — Andrew M. Spellman · latest filing Oct 13, 2026
- FDC Databento C-A LLC — FIFTH DOWN CAP LLC (entity) · latest filing Oct 13, 2026
- FDC Erebor LLC — Andrew M. Spellman · latest filing Sep 2, 2026
- FDC Erebor LLC — FIFTH DOWN CAP LLC (entity) · latest filing Sep 2, 2026
- Fifth Down Secondary Fund II, LP — Andrew M. Spellman · latest filing Aug 26, 2026
- FDC Peregrine VII LLC — Andrew M. Spellman · latest filing Aug 19, 2026
- FDC Peregrine VII LLC — FIFTH DOWN CAP LLC (entity) · latest filing Aug 19, 2026
- FDC VOLLEYBALL HOLDINGS LLC — Andrew M. Spellman · latest filing Jul 17, 2026
- FDC VOLLEYBALL HOLDINGS LLC — FIFTH DOWN CAP LLC (entity) · latest filing Jul 17, 2026
- FDC Prometheus LLC — Andrew M. Spellman · latest filing Jul 10, 2026
- FDC Prometheus LLC — FIFTH DOWN CAP LLC (entity) · latest filing Jul 10, 2026
- Fifth Down Capital Fund V, LP — Andrew M. Spellman · latest filing Jul 6, 2026
- Fifth Down Capital Fund V-A, LP — Andrew M. Spellman · latest filing Jul 6, 2026
- FDC PEREGRINE VI LLC — Andrew M. Spellman · latest filing Jun 5, 2026
- FDC PEREGRINE VI LLC — FIFTH DOWN CAP LLC (entity) · latest filing Jun 5, 2026
- FDC PEREGRINE VI-A LLC — Andrew M. Spellman · latest filing Jun 5, 2026
- FDC PEREGRINE VI-A LLC — FIFTH DOWN CAP LLC (entity) · latest filing Jun 5, 2026
- Fifth Down Cap LLC — Andrew M. Spellman · latest filing Jun 3, 2026
- FDC SX XI LLC — Andrew M. Spellman · latest filing May 4, 2026
- FDC SX XI LLC — FIFTH DOWN CAP LLC (entity) · latest filing May 4, 2026
- FDC Verkada II LLC — Andrew M. Spellman · latest filing May 4, 2026
- FDC Verkada II LLC — FIFTH DOWN CAP LLC (entity) · latest filing May 4, 2026
- FDC DATABENTO LLC — Andrew M. Spellman · latest filing Mar 31, 2026
- FDC DATABENTO LLC — FIFTH DOWN CAP LLC (entity) · latest filing Mar 31, 2026
- FDC SX X LLC — Andrew M. Spellman · latest filing Mar 31, 2026
- FDC SX X LLC — FIFTH DOWN CAP LLC (entity) · latest filing Mar 31, 2026
- Fifth Down Fund of Funds 2025 LLC — Andrew M. Spellman · latest filing Mar 11, 2026
- Fifth Down Fund of Funds 2025 LLC — FIFTH DOWN CAP LLC (entity) · latest filing Mar 11, 2026
- FDC SX IX LLC — Andrew M. Spellman · latest filing Jan 22, 2026
- FDC SX IX LLC — FIFTH DOWN CAP LLC (entity) · latest filing Jan 22, 2026
- FDC SX IX-A LLC — Andrew M. Spellman · latest filing Jan 22, 2026
- FDC SX IX-A LLC — FIFTH DOWN CAP LLC (entity) · latest filing Jan 22, 2026
- Fifth Down Capital Fund IV-A, LP — Andrew M. Spellman · latest filing Jan 22, 2026
- FDC SX VIII LLC — Andrew M. Spellman · latest filing Nov 14, 2025
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).
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