INDEPENDENT VERDICT
Four Cities Fund V, LP is a real Delaware venture capital partnership with a regulatory trail that can be tied to the Four Cities Capital investment platform, but its SEC history contains an unusually important reporting change. The fund was formed in 2021 and its original October 8, 2021 Form D identified Four Cities Fund GP, LLC as general partner, Matthew McKnight and Louis Beryl as managers of the general partner, classified the issuer as a venture capital fund and reported a September 28, 2021 first sale. That filing disclosed an indefinite offering, $5,435,000 already sold, 21 investors and a $10,000 minimum investment while relying on Rule 506(b) and Investment Company Act Section 3(c)(1). By contrast, the April 2025 amendment and the September 18, 2026 amendment report $0 sold, zero investors and a $0 stated minimum while shifting the Investment Company Act exclusion to Section 3(c)(7). The latest amendment still preserves the original September 28, 2021 first-sale date. This makes the filing history itself the central diligence issue: a $0 amount on the newest amendment should not automatically be interpreted as a current NAV of zero, a total loss, or evidence that every investor exited, because Form D is an offering notice rather than a complete capital-account statement.
The manager trail is considerably stronger than the unusual Form D numbers might initially suggest. Four Cities Capital publicly describes itself as an early-stage venture investor backing technology companies and seeking founders building category-defining businesses, with its public profile emphasizing seed and Series A investing. Louis Beryl is consistently identified as a founder or general partner, while Matthew McKnight appears throughout the older fund structure and Benjamin Hutchinson has become increasingly visible in the more recent regulatory filings. The September 2026 Fund V amendment is signed by Hutchinson as managing member of the general partner, while McKnight and Beryl remain listed as managers of Four Cities Fund GP. Separately, Form ADV records for CRD 319450 identify Four Cities Rubicon, LLC as an exempt reporting adviser and disclose Four Cities Fund I, LLC among its private funds, with Louis Beryl and Matthew McKnight named in the fund-management structure. That adviser record does not by itself prove that Four Cities Rubicon is the legal investment adviser to every later Four Cities fund, but it provides an independent regulatory bridge between the Four Cities brand, Beryl, McKnight and the earlier private-fund platform.
The broader fund family also shows that Fund V is one generation in a continuing venture program rather than an isolated SPV. Four Cities Fund VI, LP was organized in Delaware in 2024 and filed its initial Form D in January 2025. Its September 18, 2026 amendment names Four Cities Fund VI GP, LLC as general partner and Louis Beryl and Benjamin Hutchinson as managers, uses Rule 506(b) and Section 3(c)(7), and still reports that its first sale has not occurred, with $0 sold and zero investors. Four Cities SFAC, LP, formed in 2023, separately names Four Cities Fund V GP, LLC and Matthew McKnight in its SEC record. Earlier Form ADV material also identifies Four Cities Fund I and Four Cities Rubicon. Taken together, these records show multiple fund generations, GP entities and related vehicles around the same principals. That continuity is useful for identity verification, but investors should not automatically consolidate their assets, investors, performance or terms: each LP or SPV is a separate legal vehicle and needs to be evaluated independently.
Portfolio evidence makes the underlying investment strategy much more tangible. Public disclosures and third-party venture databases associate Four Cities Capital with early-stage technology investments including Capi Money, Caseflood.ai, Craftwork, Point.me, KUDOS, Range Biotechnologies and Runway. More unusually, a federal financial disclosure connected to Benjamin Black provides a security-level look through Four Cities Fund V itself. That disclosure lists Fund V interests in companies including Alongside Finance, BalkanID, Berry, Capi Money, Cashmere, Craftwork, Dr Treat, Ellipsis AI, ExcepGen, Factor Technology, Noodle Shops, OnRamp Technology, Palenca, Payabli, Paylode, Navro, Payze, Pivot Robots and Point.me, using instruments that include preferred equity, SAFEs, convertible notes and token warrants. That evidence strongly supports the classification of Fund V as an early-stage technology venture portfolio and shows meaningful exposure to fintech, software, AI, cybersecurity, payments, healthcare and related technology businesses. It also demonstrates why a simple SEC "amount sold" figure cannot be used as a proxy for current fund value: many underlying investments are privately held and their current economic value may differ materially from historical acquisition cost.
The portfolio evidence also highlights the principal economic risks. A venture fund holding numerous private securities, SAFEs and convertible instruments is exposed to uncertain valuation, dilution, failed follow-on financings, long holding periods and limited secondary liquidity. Several investments appear concentrated in fintech and software infrastructure, creating sector and technology-cycle exposure even though the portfolio spans multiple sub-sectors. The Form D does not disclose Fund V's current NAV, audited investment returns, gross or net IRR, DPI, TVPI, management fee, carried-interest percentage, recycling provisions, reserve policy or distribution history. The original filing states that the issuer's manager or an affiliate may receive a management fee under the governing documents, but the SEC notice does not provide the percentage. Investors therefore need the partnership agreement, capital-account statements, audited financial statements and current portfolio schedule to understand actual economics rather than extrapolating them from portfolio-company financing rounds.
The September 2026 address change adds another useful piece of evidence. Earlier Fund V and Fund VI filings used 139 Gibbs Street in Newton, Massachusetts, while both September 2026 amendments use 580 Guadalupe Drive in Los Altos, California as the issuer's principal business address, although the general-partner persons continue to list the Newton address. That change does not itself indicate a problem, but it is worth preserving because address continuity is often important in entity verification. The most important unresolved issue remains the historical Form D reset: the 2021 filing documented $5.435 million sold to 21 investors under 3(c)(1), while the latest filing presents $0 sold, zero investors and 3(c)(7). Without the partnership's internal records or an explanatory amendment, FilingDossier would not characterize that difference as a loss, redemption event or liquidation. It is more accurate to identify it as a material change in regulatory reporting that requires clarification.
SEC SNAPSHOT
Issuer: Four Cities Fund V, LP CIK: 0001883156 SEC File Number: 021-416350 Latest Film Number: 261390555 Entity Type: Delaware Limited Partnership Formation Year: 2021 Latest Form D/A: September 18, 2026 Original Form D: October 8, 2021 Date of First Sale: September 28, 2021 Latest Principal Address: 580 Guadalupe Drive, Los Altos, California 94022 Earlier Principal Address: 139 Gibbs Street, Newton, Massachusetts 02459 Phone: 978-273-7692 Industry: Pooled Investment Fund / Venture Capital Fund Federal Exemption: Rule 506(b) 2026 Investment Company Act Exclusion: Section 3(c)(7) 2021 Investment Company Act Exclusion: Section 3(c)(1) Offering Amount: Indefinite 2021 Amount Sold: $5,435,000 2021 Investors: 21 2021 Minimum Investment: $10,000 2025 Amount Sold: $0 2026 Amount Sold: $0 2026 Investors: 0 2026 Minimum Investment: $0 Current Aggregate NAV: Declined Offering Duration in Latest Filing: Not more than one year Sales Commissions: $0 Finder Fees: $0 General Partner: Four Cities Fund GP, LLC Managers of GP: Matthew McKnight and Louis Beryl 2026 Signatory: Benjamin Hutchinson Related Adviser Entity: Four Cities Rubicon, LLC CRD: 319450 SEC / ERA Number: 802-124900 Official Brand Website: fourcitiescapital.com
FORM D HISTORY AND THE $0 RESET
2021: New Form D $5,435,000 sold 21 investors $10,000 minimum Rule 506(b) Section 3(c)(1) First sale September 28, 2021
2025: Form D/A $0 sold 0 investors $0 minimum Section 3(c)(7)
2026: Form D/A $0 sold 0 investors $0 minimum Section 3(c)(7) Original 2021 first-sale date retained Principal business address changed to Los Altos, California
Interpretation: The later $0 figure conflicts with the historical offering record but does not establish that Fund V's investment assets, investor capital or economic value fell to zero. Form D is not a balance sheet or audited NAV statement. The change should be confirmed against the fund's governing documents, capital-account records and financial statements before any conclusion is drawn.
WEBSITE / ENTITY PENETRATION
Four Cities Capital brand identified: Yes Official website identified: Yes Fund V legal entity matched to SEC: Yes Fund V CIK matched: Yes General partner matched: Yes Matthew McKnight matched to SEC filings: Yes Louis Beryl matched to SEC filings: Yes Benjamin Hutchinson matched to current filings: Yes Four Cities Rubicon ADV record identified: Yes CRD identified: Yes — 319450 Related Fund I identified: Yes Related Fund VI identified: Yes Related Four Cities SFAC vehicle identified: Yes Portfolio companies independently identifiable: Yes Direct Fund V portfolio evidence identified: Yes Current audited Fund V NAV identified: No Current audited Fund V performance identified: No Management fee percentage identified: No Carried-interest percentage identified: No Current administrator identified from reviewed public sources: No Current auditor identified from reviewed public sources: No Current custodian identified from reviewed public sources: No
PORTFOLIO EVIDENCE
Public disclosure of an investment in Four Cities Fund V identifies underlying positions including Alongside Finance, BalkanID, Berry, Capi Money, Cashmere, Craftwork, Dr Treat, Ellipsis AI, ExcepGen, Factor Technology, Noodle Shops, OnRamp Technology, Palenca, Payabli, Paylode, Navro, Payze, Pivot Robots and Point.me. Instruments include preferred shares, SAFEs, convertible promissory notes and token warrants.
Separate Four Cities Capital investment databases identify additional platform investments including Caseflood.ai, KUDOS, Range Biotechnologies and Runway.
These records support an early-stage technology venture-capital strategy but do not establish the current valuation, ownership percentage, realized return or continuing ownership of every position.
RELATED FUND VI
Issuer: Four Cities Fund VI, LP CIK: 0002052007 SEC File Number: 021-535551 Formation: 2024 Latest Amendment: September 18, 2026 Principal Address: 580 Guadalupe Drive, Los Altos, California 94022 Industry: Venture Capital Fund Rule: 506(b) Investment Company Act Exclusion: 3(c)(7) General Partner: Four Cities Fund VI GP, LLC Managers: Louis Beryl and Benjamin Hutchinson First Sale: Yet to occur Amount Sold: $0 Investors: 0 Offering: Indefinite
CORE RISKS
Filing-Consistency Risk: Fund V's historical $5.435 million and 21-investor disclosure was replaced in later amendments by $0 sold and zero investors without a public explanation in Form D.
Private-Valuation Risk: Many underlying holdings are private early-stage companies whose values cannot be observed continuously in public markets.
Liquidity Risk: Venture partnerships and their underlying private securities can remain illiquid for many years.
Failure and Dilution Risk: Seed and Series A companies may fail, raise capital at lower valuations or dilute existing shareholders through later financings.
Technology Concentration Risk: A significant portion of the disclosed investment universe is tied to software, fintech, AI, payments, infrastructure and other technology-oriented businesses.
Instrument Complexity Risk: SAFEs, convertible notes, preferred securities and token warrants may have different economic rights and valuation characteristics.
Fee Transparency Risk: SEC filings acknowledge possible management compensation but do not disclose the complete current fee and carry structure.
Performance Transparency Risk: No audited Fund V IRR, TVPI, DPI or complete realized/unrealized return history was identified in the reviewed public materials.
Fund-Family Confusion Risk: Fund I, Fund V, Fund VI, Four Cities SFAC and other Four Cities vehicles should not be combined when reporting fundraising, portfolio value or investor counts.
Address-Change Risk: The issuer's principal address changed from Newton, Massachusetts to Los Altos, California in the latest filing. This is not inherently negative but should be reconciled in current subscription and diligence documents.
CORE INVESTOR QUESTIONS
Investors should request an explanation for the change from $5.435 million sold and 21 investors in the 2021 Form D to $0 sold and zero investors in the 2025 and 2026 amendments; confirm why the Investment Company Act exclusion changed from 3(c)(1) to 3(c)(7); obtain the latest audited financial statements and capital-account summary; determine current NAV, remaining portfolio companies, realized exits and write-offs; obtain gross and net IRR, TVPI and DPI; confirm the management fee, carried interest, hurdle if any and organizational expenses; identify the current administrator, auditor, bank or custodian; establish the legal relationship among Four Cities Fund GP, Four Cities Capital and Four Cities Rubicon; and verify whether the Los Altos address reflects a formal relocation of Fund V's principal office.
PRIMARY EVIDENCE REVIEWED
SEC EDGAR — Four Cities Fund V, LP original 2021 Form D SEC EDGAR — Four Cities Fund V, LP 2025 Form D/A SEC EDGAR — Four Cities Fund V, LP September 18, 2026 Form D/A SEC EDGAR — Four Cities Fund VI, LP 2025 and 2026 Form D filings SEC EDGAR — Four Cities SFAC, LP Form D Form ADV / IAPD — Four Cities Rubicon, LLC, CRD 319450 Four Cities Capital public company profile and official website Federal financial disclosure materials identifying underlying Four Cities Fund V investments Public venture-financing databases used only as supplementary portfolio evidence
IMPORTANT FORM D NOTICE
Form D is a notice filing for an exempt securities offering. It is not an SEC approval, registration of investment merit, certification or endorsement. The SEC expressly warns readers that it has not necessarily reviewed information contained in Form D filings and has not determined whether those filings are accurate or complete. In particular, an "amount sold" field should not be interpreted as current NAV, investment performance or remaining investor capital without additional fund-level records.