Form D · Other Investment Fund

Fifth Down Capital Fund II LP

Dover, MA · CIK 0001911829

Offering snapshot reported Feb 18, 2022 · SEC filing

Reported sold: $17.7M
Investors reported: 28
Minimum accepted: $0
First sale: Feb 1, 2022

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
Feb 18, 2022	Initial	$17,725,000	No comparison	28	SEC filing

Offering details

Securities: Pooled investment fund
Exemptions: 06b, 3C, 3C.7
Duration over one year: No
Business combination: No

Sales commissions: $0
Finders' fees: $0
Form D file number: 021-434106

Source: Form D, filed Feb 18, 2022. 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

FIFTH DOWN CAPITAL FUND II LP

Investment adviser: FIFTH DOWN CAP LLC

Gross asset value: $174M
Beneficial owners: 98
ADV minimum commitment: $0

Reported in Form ADV on Jul 1, 2026. Fund assets and beneficial owners measure different things from Form D sales and investors.

Service providers

Fund administrator ADURO ADVISORS DENVER, Colorado, United States Investor statements: Yes (provided to all investors) Related to adviser: No

Auditor BAKER TILLY US, LLP CHICAGO, Illinois, United States

Custodian SILICON VALLEY BANK, A DIVISION OF FIRST CITIZEN'S BANK SANTA CLARA, California, United States Related to adviser: No

Provider details

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

BAKER TILLY US, LLP
PCAOB 23

Filing source

Form ADV 2112427 · Jul 1, 2026 · Schedule D 7.B.(1), fund 805-5752334326

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

Related funds

Funds whose names form a numbered series with this one and that share its city or the name of a related person. Form D does not state how these funds are related.

Fund	Latest Form D	Reported sold	Investors
Fifth Down Capital Fund II LP (this fund)	Feb 18, 2022	$17,725,000	28
Fifth Down Capital Fund III, LP	Apr 11, 2024	$8,375,000	8
Fifth Down Capital Fund IV, LP	Sep 26, 2025	$20,000,000	3
Fifth Down Capital Fund V, LP	Jul 6, 2026	$125,513,000	122

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 C/O Fifth Down Capital Ii Gp Llc	Executive
Andrew M Spellman	Executive

Issuer details

Industry: Pooled Investment Fund (See others in industry)

Address:

C/O Fifth Down Capital Ii Gp Llc 1 B Hunt Drive
Dover, MA, 02030