Form D · Private Equity Fund

Dialectic Life Sciences SPV LLC

Norwalk, CT · CIK 0001955360

Offering snapshot reported May 5, 2026 · SEC filing

Reported sold: $4.78M
Investors reported: 18
Minimum accepted: $0
First sale: Apr 17, 2026

What changed?

Latest filing versus its linked predecessor, where available.

No comparable changes in the displayed metrics.

Filing history

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Filed	Filing type	Reported sold	Change vs linked filing	Investors	Source
May 5, 2026	Initial	$4,780,514	No comparison	18	SEC filing
Jul 12, 2024	Initial	$2,800,000	No comparison	8	SEC filing
Jun 23, 2023	Initial	$3,667,000	No comparison	9	SEC filing
Nov 21, 2022	Initial	$8,200,000	No comparison	5	SEC filing

Offering details

Securities: Pooled investment fund
Exemptions: 06b, 3C, 3C.1
Duration over one year: No
Business combination: No

Sales commissions: $47.8K (estimated)
Finders' fees: $0 (estimated)
Form D file number: 021-582890

Sales compensation recipients

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Recipient	CRD	Associated broker-dealer
Race Rock Capital LLC	000153363

Source: Form D, filed May 5, 2026. Minimum accepted may differ from a standard advertised minimum.

Fund connections

The linked fund shows its most recently reported ADV details.

Matched by reported Form D file number

DIALECTIC LIFE SCIENCES SPV LLC

Investment adviser: DIALECTIC CAPITAL MANAGEMENT LP

Gross asset value: $15.4M
Beneficial owners: 5
ADV minimum commitment: $100K

Reported in Form ADV on Mar 30, 2026. Fund assets and beneficial owners measure different things from Form D sales and investors.

Service providers

Fund administrator NAV FUND ADMINISTRATION GROUP OAKBROOK TERRACE, Illinois, United States Investor statements: Yes (provided to all investors) Related to adviser: No

Auditor WEAVER AND TIDWELL, L.L.P. DALLAS, Texas, United States

Custodian J.P. MORGAN CHASE BANK, NA NEW YORK, New York, United States Related to adviser: No

Marketer RACE ROCK CAPITAL LLC BOSTON, Massachusetts, United States Related to adviser: No

Provider details

Annual audit: Yes
Prime brokers: No
Custodians: Yes
Administrator other than the adviser: Yes
External marketing: Yes

WEAVER AND TIDWELL, L.L.P.
PCAOB 410

RACE ROCK CAPITAL LLC
CRD 153363 · SEC 8-68528

Filing source

Form ADV 2085545 · Mar 30, 2026 · Schedule D 7.B.(1), fund 805-8330685929

Official IAPD profile (latest public filing). Values are the most recently reported in our imported data; the public profile may show a newer filing.

People & organizations

Current and past Form D appearances. These existing records do not establish a person's current role or uniquely identify them across issuers.

People and organizations reported in Form D filings
Name	Reported role
N/A Dialectic Ls Manager Llc	Executive, Promoter
Dialectic Ls Manager Llc	Executive, Promoter
John Fichthorn	Executive

Issuer details

Industry: Pooled Investment Fund (See others in industry)

Address:

C/O Dialectic Ls Manager Llc 119 Rowayton Avenue, 2 Nd Floor
Norwalk, CT, 06853