Form D · Investing

Fifth Down Cap LLC

Needham, MA · CIK 0001995396

Offering snapshot reported Jun 3, 2026 · SEC filing

Reported sold
$145M
Offering amount: $145M
Investors reported
61
Form D · investor count
Minimum accepted
$0
Reported outside-investor minimum
First sale
Jan 9, 2026
As reported in this filing

Fundraising history

Reported sold
Reported amount sold by Form D filing date$0$72.5M$145MMay 12, 2025: $23,586,667.00May 12, 2025Jun 3, 2026: $145,000,000.00Jun 3, 2026

Dates are filing dates, not cash receipt dates. Decreases are reported revisions, not evidence of withdrawals. Separate offering histories are not added together.

What changed?

Latest filing versus its linked predecessor, where available.

  • Reported sold$23,586,667 → $145,000,000
  • Reported investors38 → 61

Filing history

Scroll to see all columns →

FiledFiling typeReported soldChange vs linked filingInvestorsSource
Jun 3, 2026Amendment$145,000,000$121,413,333vs May 12, 202561SEC filing
Jan 23, 2026Initial$29,999,964No comparison30SEC filing
May 12, 2025Initial$23,586,667No comparison38SEC filing
Oct 5, 2023Initial$24,449,991No comparison14SEC filing

Offering details

Securities
Equity
Exemptions
06b
Duration over one year
No
Business combination
No
Sales commissions
$0
Finders' fees
$0
Form D file number
021-545740

Source: Form D, filed Jun 3, 2026. Minimum accepted may differ from a standard advertised minimum.

Fund connections

No confirmed ADV fund connection is available for this issuer.

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
NameReported role
Andrew M. Spellman Director, Executive

Issuer details

Industry: Investing (See others in industry)

Address:
370 Grove Street
Needham, MA, 02492