TPL Investment Partners Amends Form D/A, Confirms 3(c)(7) Status

TL;DR

**TPL Investment Partners just confirmed its private fund status for qualified purchasers via an amended D/A.**

AI Summary

TPL Investment Partners, LP filed an amended Form D/A on March 24, 2026, updating its notice of an exempt offering of securities. This amendment specifically clarifies that the fund operates under Section 3(c)(7) of the Investment Company Act, meaning it's a private fund for qualified purchasers. This matters to potential investors because it confirms the fund's regulatory status and indicates it's not subject to the same public registration requirements as typical investment companies, implying it targets sophisticated investors.

Why It Matters

This filing clarifies TPL Investment Partners' regulatory status, indicating it's a private fund for qualified purchasers, which affects who can invest and how it's regulated.

Risk Assessment

Risk Level: low — This is an administrative amendment clarifying regulatory status, not indicating new financial risks or opportunities.

Analyst Insight

Investors considering TPL Investment Partners, LP should understand that it operates under Section 3(c)(7), meaning it's likely only accessible to 'qualified purchasers' and has different regulatory oversight than public funds.

Key Numbers

• 0001936617-26-000003 — SEC Accession No. (unique identifier for this specific filing)
• 3(c)(7) — Investment Company Act Section (the specific exemption TPL Investment Partners, LP operates under)

Key Players & Entities

• TPL Investment Partners, LP (company) — the filer of the D/A form
• 0001936617 (company) — the CIK (Central Index Key) for TPL Investment Partners, LP
• 2026-03-24 (date) — the filing and acceptance date of the D/A form

Forward-Looking Statements

• TPL Investment Partners, LP will continue to operate as a private fund for qualified purchasers. (TPL Investment Partners, LP) — high confidence, target: Ongoing

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) — 5KB
• 0001936617-26-000003.txt ( ) — 6KB

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   TPL Investment Partners, LP Jurisdiction of Incorporation/Organization DELAWARE   Year of Incorporation/Organization Over Five Years Ago Within Last Five Years (Specify Year) 2022 Yet to Be Formed           2. Principal Place of Business and Contact Information Name of Issuer   TPL Investment Partners, LP Street Address 1 Street Address 2   235 N SCHOOL RD     COVENTRY   CONNECTICUT     06238   860-498-2961   3. Related Persons Last Name First Name Middle Name Li Tian Philip Street Address 1 Street Address 2   235 N School Rd       Coventry   CONNECTICUT   06238   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Manager of 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   2022-11-01   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 $   3000000 USD 12. Sales Compensation Recipient   Recipient CRD Number None     (Associated) Broker or Dealer None (Associated) Broker or Dealer CRD Number  None     Street Address 1 Street Address 2             13. Offering and Sales Amounts   Total Offering Amount $   USD Indefinite Total Amount Sold $ 9500000 USD Total Remaining to be Sold $   USD Indefinite Clarification of Response (if Necessary)      14. Investors Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, Number of such non-accredited investors who already have invested in the offering       Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: 2   15. Sales Commissions & Finders’ Fees Expenses Provide separately the amounts of sales commissions and finders' fe

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