Fifth Down Cap LLC — Form D

Fifth Down Cap LLC of NEEDHAM, MA, a company, filed a Form D exempt-offering notice with the SEC on 2026-01-23. The offering totals $120.0M, of which $30.0M was reported sold. Industry: Investing.

Offering

Filed: 2026-01-23
Form: D
Accession: 0001995396-26-000002
Industry: Investing
Exemptions: 06b
Total offering: $120.0M
Amount sold: $30.0M
Remaining: $90.0M
Investors: 30
Date of first sale: 2026-01-09
Security types: equity
Revenue range: Decline to Disclose
SEC file number: 021-570983

Issuer

Name: Fifth Down Cap LLC
CIK: 0001995396
Entity type: Limited Liability Company
Jurisdiction: DELAWARE
Address: 370 GROVE STREET 370 Grove Street, NEEDHAM, MA, 02492
Phone: 917-842-2331

Officers, directors & promoters (5)

Name	Role	Location
Andrew M. Spellman	Director	NEEDHAM, MA
Andrew M. Spellman	Executive Officer	NEEDHAM, MA
Andrew M Spellman	Director	Dover, MA
Andrew M Spellman	Executive Officer	Dover, MA
Andrew M. Spellman	Related Person	NEEDHAM, MA

Other filings by this issuer (3)

Filed	Form	Offering	Sold
2026-06-03	D/A	$145.0M	$145.0M
2025-05-12	D	$40.0M	$23.6M
2023-10-05	D	$45.0M	$24.4M

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