Tall Trees Capital Partners Amends Form D, Confirms 3(c)(7) Status

TL;DR

**Tall Trees Capital Partners is a private fund, not for public investors.**

AI Summary

Tall Trees Capital Partners, LP filed an amended Form D/A on March 24, 2026, updating a previous notice of an exempt offering. This amendment specifically indicates that the company operates under Section 3(c)(7) of the Investment Company Act, meaning it's a private investment fund sold only to highly sophisticated investors. This matters to potential investors because it confirms Tall Trees Capital Partners is not a publicly traded company and its offerings are restricted to a select group, making it inaccessible to most retail investors.

Why It Matters

This filing clarifies Tall Trees Capital Partners, LP's status as a private fund, meaning its investment opportunities are not available to the general public, only to qualified institutional buyers and high-net-worth individuals.

Risk Assessment

Risk Level: low — This filing is an amendment to a notice of exempt offering and does not introduce new financial risks or opportunities for public investors.

Analyst Insight

Investors should understand that Tall Trees Capital Partners, LP is a private fund and its investment opportunities are not available to the general public, so this filing has no direct impact on public market investment decisions.

Key Players & Entities

• Tall Trees Capital Partners, LP (company) — the filer of the D/A form
• 0001918911 (company) — CIK of Tall Trees Capital Partners, LP
• 2026-03-24 (date) — filing and acceptance date of the D/A
• Section 3(c)(7) (other) — Investment Company Act exemption claimed by the filer

FAQ

Key Financial Figures

• $1 — enues   No Aggregate Net Asset Value   $1 - $1,000,000 $1 - $5,000,000   $1,000,
• $1,000,000 — No Aggregate Net Asset Value   $1 - $1,000,000 $1 - $5,000,000   $1,000,001 - $5,000,
• $5,000,000 — Net Asset Value   $1 - $1,000,000 $1 - $5,000,000   $1,000,001 - $5,000,000   $5,000,001
• $1,000,001 — e   $1 - $1,000,000 $1 - $5,000,000   $1,000,001 - $5,000,000   $5,000,001 - $25,000,000
• $5,000,001 — $5,000,000   $1,000,001 - $5,000,000   $5,000,001 - $25,000,000 $5,000,001 - $25,000,000
• $25,000,000 — $1,000,001 - $5,000,000   $5,000,001 - $25,000,000 $5,000,001 - $25,000,000   $25,000,001
• $25,000,001 — $25,000,000 $5,000,001 - $25,000,000   $25,000,001 - $50,000,000 $25,000,001 - $100,000,0
• $50,000,000 — 5,000,001 - $25,000,000   $25,000,001 - $50,000,000 $25,000,001 - $100,000,000   $50,000,0
• $100,000,000 — 25,000,001 - $50,000,000 $25,000,001 - $100,000,000   $50,000,001 - $100,000,000   Over $1
• $50,000,001 — 0,000,000 $25,000,001 - $100,000,000   $50,000,001 - $100,000,000   Over $100,000,000   O

Filing Documents

• primary_doc.html (D/A)
• primary_doc.xml (D/A) — 7KB
• 0001013594-26-000383.txt ( ) — 9KB

From the Filing

Form D FORM D Notice of Exempt Offering of Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. OMB APPROVAL OMB Number: 3235-0076 Estimated Average burden hours per response: 4.0 1. Issuer's Identity CIK (Filer ID Number) Previous Name(s) None Entity Type Corporation Limited Partnership   Limited Liability Company   General Partnership   Business Trust Other   Name of Issuer   Tall Trees Capital Partners, LP Jurisdiction of Incorporation/Organization DELAWARE   Year of Incorporation/Organization Over Five Years Ago Within Last Five Years (Specify Year)   Yet to Be Formed           2. Principal Place of Business and Contact Information Name of Issuer   Tall Trees Capital Partners, LP Street Address 1 Street Address 2   C/O TALL TREES CAPITAL PARTNERS GP, LLC   4 INDIAN CHASE DRIVE   GREENWICH   CONNECTICUT     06830   (860) 997-6442   3. Related Persons Last Name First Name Middle Name Tall Trees Capital Partners GP, LLC N/A Street Address 1 Street Address 2   4 Indian Chase Drive       Greenwich   CONNECTICUT   06830   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) The Issuer's General Partner Last Name First Name Middle Name Audet Lisa Street Address 1 Street Address 2   c/o Tall Trees Capital Partners GP, LLC     4 Indian Chase Drive   Greenwich   CONNECTICUT   06830   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Managing Member of the Issuer's General Partner 4. Industry Group   Agriculture Banking & Financial Services     Commercial Banking     Insurance   Investing     Investment Banking     Pooled Investment Fund Hedge Fund Other Investment Fund Private Equity Fund Venture Capital Fund *Is the issuer registered as an investment company under the Investment Company Act of 1940? Yes  No   Other Banking & Financial Services   Business Services Energy     Coal Mining     Electric Utilities     Energy Conservation     Environmental Services     Oil & Gas     Other Energy Health Care     Biotechnology     Health Insurance     Hospitals & Physicians     Pharmaceuticals     Other Health Care                         Manufacturing Real Estate   Commercial   Construction   REITS & Finance   Residential Other Real Estate   Retailing Restaurants Technology   Computers   Telecommunications   Other Technology Travel   Airlines & Airports   Lodging & Conventions   Tourism & Travel Services   Other Travel Other        5. Issuer Size Revenue Range Aggregate Net Asset Value Range No Revenues   No Aggregate Net Asset Value   $1 - $1,000,000 $1 - $5,000,000   $1,000,001 - $5,000,000   $5,000,001 - $25,000,000 $5,000,001 - $25,000,000   $25,000,001 - $50,000,000 $25,000,001 - $100,000,000   $50,000,001 - $100,000,000   Over $100,000,000   Over $100,000,000   Decline to Disclose   Decline to Disclose   Not Applicable   Not Applicable   6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply) Rule 504(b)(1) (not (i), (ii) or (iii)) Rule 506(b)         Rule 504 (b)(1)(i) Rule 506(c) Rule 504 (b)(1)(ii) Securities Act Section 4(a)(5) Rule 504 (b)(1)(iii) Investment Company Act Section 3(c) Section 3(c)(1) Section 3(c)(9) Section 3(c)(2) Section 3(c)(10) Section 3(c)(3) Section 3(c)(11) Section 3(c)(4) Section 3(c)(12) Section 3(c)(5) Section 3(c)(13) Section 3(c)(6) Section 3(c)(14) Section 3(c)(7)     7. Type of Filing   New Notice Date of First Sale   2022-04-02   First Sale Yet to Occur   Amendment     8. Duration of Offering Does the Issuer intend this offering to last more than one year?   Yes   No     9. Type(s) of Securities Offered (select all that apply) Pooled Investment Fund Interests Equity Tenant-in-Common Securities Debt Mineral Property Securities Option, Warrant or Other Right to Acquire Another Security Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)       10. Business Combination Transaction Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?   Yes   No Clarification of Response (if Necessary)       11. Minimum Investment Minimum investment accepted from any outside investor $   1000000 USD 12. Sales Compensation Recipient   Recipient CRD Number None   Blue Lakes Advisors SA     (Associated) Broker or Dealer None (Associated) Broker or Dealer CRD Number None         Street Address 1       Street Address 2 Galerie Jean Malbuisson 15     Geneva   SWITZERLAND   1204   13. Offering and Sales Amounts   Total Offering Amount $   USD Indefinite Total Amount Sold $ 44750000 USD Total Remaining to be Sold $   USD Indefinite Clarification of Response (if Necessary)      14. Investors Select if securities in the offeri

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