Fifth Down Secondary Fund I, LP
Raised
$5M
Investors
3
Min Invest
None stated
Is this your company or fund? Claim this page free, or verify it and carry the Verified Issuer mark.
AltStreet Analysis
·Generated from EDGAR primary sources
Fifth Down Secondary Fund I, LP is a Delaware limited partnership filing under exemptions 506(b) and 3(c), managed by Fifth Down Capital Secondary Fund I GP, LLC with Andrew Spellman as executive officer. As of the April 18, 2024 filing, the fund raised $5.2M from 3 investors. No first sale date or minimum investment amount was disclosed on this original filing.
This secondary fund vehicle uses the standard 506(b) / 3(c) exemption pairing common for private investment funds targeting accredited investors. With 3 investors contributing $5.2M, the average commitment of approximately $1.73M suggests an institutional or high-net-worth investor base typical of secondary market strategies.
Data Flags
Critical Disclosures
What the filings and the regulators have said about this entity that a reader should know first. Each line links to its source. The history, the same event across other issuers, and alerts are in the terminal.
Reporting lapsed · Form D · last filing April 18, 2024
Offering declared to continue beyond a year; annual amendment 13+ months overdue An issuer that stops filing is the case the going-concern flag cannot catch: the report that would have carried it was never filed.
EDGAR Filing Data
Form D — Primary Source
View on SEC.govFilings on Record
Every filing AltStreet's ledger holds for this CIK, newest first. Each opens the SEC archive folder.
In the Terminal
Filing events
1
latest Apr 18, 2024
Critical / warning
0 / 0
0 watch · 1 info
Statements extracted
0
none on file
NAV prints
0
none on file
Offering chains
1
dark
Latest event New filer · Apr 18, 2024
SEC.govFund family Part of the Fifth Down Secondary Fund family: 2 vehicles across 2 generations · full family and the filing behind each link in the terminal
Investor
- The full fund family and any related vehicles (parallel, feeder, successor, sibling series) with the filing that shows each link
- 1 filing event with values and deltas, latest 2024-04-18, and alerts on the next one
- 1 offering timeline: velocity, share raised, first-sale lag, stalled flags
Pro
- This issuer against its cohort: rank by velocity and share raised among offerings filed the same quarter
- The same events, statements and NAV moves across every issuer, screenable, with unlimited watches and CSV
Counts and dates above are the free record. The values, the series and the comparisons are the seat. Loading your view…
Adviser of Record (Form ADV)
CRD 312861 · SEC-registered adviser · lists this fund on Schedule D 7.B.(1) as a venture capital fund
Auditor named on Form ADV: Squar Milner LLP · PCAOB-registered per the adviser
From the adviser's Form ADV as loaded from the SEC bulk data, joined on this issuer's Form D file number. Fund-level figures and the adviser's full fund roster are in the terminal.
Related Persons (Form D)
Executive officers, directors, and promoters listed on the SEC Form D filing. Source: SEC.gov.
Fifth Down Capital Secondary Fund I GP, LLC
Executive Officer · Dover, MA
Andrew Spellman
Executive Officer · Dover, MA
Questions About Fifth Down Secondary Fund I, LP
Each answer is built from the values on the SEC filing and the AltStreet ledger, not from the issuer's marketing.
What is Fifth Down Secondary Fund I, LP?
Fifth Down Secondary Fund I, LP is a Delaware limited partnership that filed a Form D with the SEC on April 18, 2024 as a other investment fund. The filing claims Rule 506(b), Section 3(c), Section 3(c)(7) for an offering of pooled investment fund interests.
Is Fifth Down Secondary Fund I, LP legit?
AltStreet does not rate legitimacy; it reports the public record. Fifth Down Secondary Fund I, LP filed a Form D with the SEC on April 18, 2024 claiming Rule 506(b), Section 3(c), Section 3(c)(7). A Form D is a notice of an exempt offering, not a review or approval of it. The newest notice reports $5,200,000 sold to 3 investors. AltStreet's enforcement record (SEC, FINRA and state actions) shows no action naming the issuer as of today. Before investing, confirm the filing on EDGAR, check the seller's registration on FINRA BrokerCheck, and read the offering documents, which a Form D does not include.
Is Fifth Down Secondary Fund I, LP registered with or approved by the SEC?
No. A Form D is a notice that an issuer is selling securities under an exemption from registration, and the SEC does not review, approve, or pass on the merits of the offering. The filing shows that Fifth Down Secondary Fund I, LP claimed Rule 506(b), Section 3(c), Section 3(c)(7) and disclosed the items the form requires, such as the amount sold, the minimum investment, related persons, and anyone paid to sell the securities. It does not verify the issuer's claims or its business.
How much has Fifth Down Secondary Fund I, LP raised?
Fifth Down Secondary Fund I, LP reported $5,200,000 sold from 3 investors in an offering of indefinite size as of the Form D filed April 18, 2024.
Who can invest in Fifth Down Secondary Fund I, LP?
The offering relies on Rule 506(b), which permits sales to accredited investors and to no more than 35 non-accredited investors who meet a sophistication standard, and prohibits general solicitation. Because the fund also relies on Section 3(c)(7), each investor must be a qualified purchaser, generally an individual with at least $5 million in investments. The filing reports no non-accredited investors. The filing lists the minimum investment as $0, meaning no minimum was stated.
What is the minimum investment in Fifth Down Secondary Fund I, LP?
The Form D lists the minimum investment as $0, which means the issuer did not state a minimum on the form. The offering documents, not the Form D, set the actual subscription terms.
Who is selling Fifth Down Secondary Fund I, LP and how are they paid?
The Form D names no recipient of sales compensation, which usually means the issuer or its affiliates are placing the securities directly. Sales commissions are reported as $0 and finders' fees as $0. Form D allows these to be estimates.
Who is behind Fifth Down Secondary Fund I, LP?
The Form D lists 2 related persons: Fifth Down Capital Secondary Fund I GP, LLC, executive officer (General Partner of Issuer); Andrew M Spellman, executive officer (Manager of the Sole Member of the General Partner of the Issuer). Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.
Where is Fifth Down Secondary Fund I, LP located?
The issuer's address on its SEC filings is C/O Fifth Down Secondary Fund I Gp, LLC, 1b Hunt Drive, Dover, MA 02030. Its phone number of record is 508-599-2308. It is organized under the laws of Delaware.
How long is the Fifth Down Secondary Fund I, LP offering open?
The issuer indicated that the offering is intended to last more than one year. An issuer must amend its Form D annually while a continuing offering stays open, and no amendment is on record yet.
How large is Fifth Down Secondary Fund I, LP?
The issuer declined to disclose its net asset value range on the Form D, which the form permits.
Is this your company or fund?
Free claim: add your contact details, website, team and a description to this page. The filed facts stay as filed.
Verified Issuer, $480 a year: AltStreet checks the identity of your company and the authority of the person claiming it against your filings, confirms your contact details on a stated date and again at each renewal, and marks the page so people researching you find a current, attributed profile beside the public filing record. It is not a review of any offering.
Data Methodology
Capital raise figures, investor counts, and filing dates are sourced directly from SEC EDGAR Form D primary documents via the SEC EDGAR submissions API and full-text search index. EDGAR entity profiles and deal-level data are reviewed by AltStreet analysts with backgrounds in corporate finance and securities law — cross-referenced against offering circulars, audited financial statements, and primary regulatory filings before publication. Platform-provided information, where present, is clearly labeled and does not affect EDGAR data or AltStreet editorial coverage. Platforms may request factual corrections for demonstrable inaccuracies by contacting [email protected]. This page does not constitute investment advice.