ADVISORY BUSINESS
A. General Description of Advisory Firm.
Tinicum Venture Partners LLC, a Delaware limited liability company (together with any
general partner or equivalent entity with respect to the Funds (as defined below), the
“Firm,” “TVP,” “we” or “us”) is the investment adviser with its principal place of business
in New York, NY. The Firm was formed in November 2021. The sole owner of the Firm
is Jacob Emanuel Ruttenberg (the “Managing Partner”).
B. Description of Advisory Services.
The Firm provides investment advisory services to private investment vehicles that may
include certain investment funds, parallel funds, alternative investment vehicles, feeder
funds and special purpose vehicles (the “Funds”). As of the date of this brochure, the Funds
consist of (1) Tinicum Venture Partners I LP (together with any associated feeder funds,
parallel funds or alternative investment vehicles, “TVP I”) and (2) Tinicum CelLink LLC
(“CelLink I”), and Tinicum CelLink II LLC (“CelLink II,” and, together with CelLink I,
the “CelLink Funds,” and each a “CelLink Fund”). The Firm may also provide
investment advisory services to special purpose vehicles that invest alongside TVP I in one
or more TVP I investments (a “SPV Entity”).
The Firm serves as the management company to the Funds pursuant to the terms of any
applicable limited partnership agreement or limited liability company agreement and any
applicable investment management or investment advisory agreement (together, the
“Governing Documents,” and each a “Governing Document”).
TVP I
TVP I primarily makes venture capital investments in privately issued equity, equity-
related securities in early-stage industrial technology companies. Subject to the restrictions
in the Governing Documents, TVP I may also: (i) invest in digital assets, including digital
assets issued in connection with offerings with respect to existing and prospective TVP I
Fund portfolio companies; (ii) hold equity or equity-related securities in public companies;
(iii) invest in equity, equity-related or debt securities of special purpose acquisition
companies (“SPAC Investments”); and (iv) invest in other securities (and related rights
and options with respect to such securities), including, without limitation, stocks, notes,
bonds, debentures and evidence of indebtedness. Any SPV Entity would generally invest
alongside TVP I with respect to one or more investments subject to the terms of the
applicable Governing
Documents.
As set forth in greater detail in the Governing Documents, TVP has established an advisory
committee for TVP I (the “Advisory Committee”), that is comprised of one representative
of TVP and two investors in TVP I selected by TVP. The Advisory Committee generally
provides such advice and counsel as is requested by TVP in connection with TVP I’s
investments, potential conflicts of interest and other TVP I matters, or as otherwise required
by the Governing Documents.
As set forth in greater detail in the Governing Documents, TVP has established a board of
strategic advisors (the “Board of Strategic Advisors”) on behalf of TVP I comprised of
professionals with expertise in the industries in which TVP I is intended to make
investments and related industries, who will meet with representatives of TVP or its
affiliates to offer advice upon request of TVP or its affiliates on TVP I’s investment advice,
strategies and related matters.
CelLink Funds
The CelLink Funds are single portfolio company investment vehicles solely invested in
equity interests in CelLink Corporation. TVP serves as the manager of each of the CelLink
Funds, and controls the investment decision-making with respect to each CelLink Fund.
TVP I does not hold any interests in CelLink, and TVP does not expect that it will do so.
C. Availability of Customized Services for Individual Clients.
TVP tailors its advisory services to the Funds by reference to the Governing Documents of
each respective Fund. The Governing Documents specify the investments permitted to be
made by each of the Funds and limit the types of securities that each of the Funds may
acquire.
TVP has entered into side letter agreements with certain investors in TVP I, establishing
rights under, or supplementing or altering the terms of, the Governing Documents with
respect to such TVP I investors. TVP may in the future enter into additional side letter
agreements with certain investors in TVP I or one or more SPV Entities, establishing rights
under, or supplementing or altering the terms of, the Governing Documents with respect to
such investors.
D. Wrap Fee Programs.
The Firm does not participate in wrap fee programs.
E. Assets Under Management.
TVP’s regulatory assets under management on a discretionary basis are $45,401,082 which
represents the estimated value of the investments and the unfunded capital committed to
the Funds as of December 31, 2023.
TVP does not provide investment advice on a non-discretionary basis.