Tinicum Venture Partners LLC

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Tinicum Venture Partners LLC
CRD #321701
SEC #801-128659
CIK #
AUM 8.6 M (2026-03-12)
Employees 1 (100% Investors, 0% Brokers)
Fees
Minimum
Phone212-446-9304
Address800 Third Avenue
New York, NY 10022
Source [IAPD] [Website] [Twitter]
Total AUM ($M)
504030201002010201520212027
Fees and Compensation — Form ADV Part 2A (3/12/2026) [Brochure]
FEES AND COMPENSATION

A.   Advisory Fees and Compensation.

     TVP I

     The Firm does not currently receive any management fees or the asset-based compensation
     from TVP I. TVP receives performance-based compensation, which is compensation that
     is based on a share of capital gains or capital appreciation of the assets of TVP I. As is
     more fully set forth in the Governing Documents, TVP is entitled to receive up to a 10%
     carried interest from TVP I, which is calculated after investors receive a return of their total
     capital contributions to TVP I, and up to a 20% carried interest once investors receive a
     preferred return of a specified rate, subject to catch-up allocations to TVP after such
     preferred return is achieved.

     CelLink Funds

     The Firm does not receive any management fees or performance-based compensation from
     the CelLink Funds. As addressed in Item 5.C. below, the Firm is reimbursed for certain
     expenses of the CelLink Funds.

     SPV Entities

     The Firm’s compensation, if any, from a SPV Entity would be negotiated on a case-by-
     case basis, and may include asset-based fees, performance-based fees, carried interest and
     expense reimbursement or non-advisory administrative fees.

B.   Payment of Fees.

     As more fully set forth in the Governing Documents, TVP I distributes the carried interest
     (if any) due under the Governing Documents directly to TVP. Distributions of carried
     interest from TVP I are made after investments are disposed of at a gain by TVP I and at
     such other times as described in the Governing Documents.

     Terms of payment of fees or distributions of carried interest by a SPV Entity would be
     negotiated on a case-by-case basis.

C.   Additional Fees and Expenses.

     TVP I

     TVP bears all normal operating expenses incurred in connection with the management of
     TVP I, except for those expenses borne by TVP I as set forth in below. Such normal
     operating expenses to be borne by TVP are limited to expenditures on account of salaries,
     wages and benefit-related expenses of employees of TVP, rentals payable for space used
     by TVP, TVP I, utilities, office supplies and equipment.

One or more affiliates of TVP may provide services to, or may own an equity or other
interest in, a TVP I portfolio company (which may include a digital asset that is the sponsor
of, or otherwise similarly related to, any digital asset, a “TVP I Portfolio Company”) (or
an affiliate thereof) and may receive compensation, income or profits from such TVP I
Portfolio Company (or such affiliate) in connection with the provision of such services or
such ownership. TVP, its members or economic assignees, the Managing Partner, and each
of their respective officers, directors, stockholders, members, managers, managing
partners, partners, economic assignees, trustees, employees, venture partners, principals,
entrepreneurs in residence, executives in residence, contractors, consultants, agents and
affiliates and any affiliate of the foregoing (collectively, the “Remuneration Recipients”)
are entitled to keep 100% of any consulting, advisory, directors’, management, service,
investment banking, commitment, monitoring, transaction, syndication, closing, break-up,
broken deal or other fees (including compensation or fees in the form of options, warrants
or other rights to purchase securities) received by any such Remuneration Recipient by or
in connection with any TVP I Portfolio Company or any affiliate thereof.

TVP I bears all fees, costs, expenses, liabilities and obligations relating to TVP I and/or its
subsidiaries’ or holding entity’s activities, investments and business (to the extent not borne
or reimbursed by a TVP I Portfolio Company), including, without limitation, all fees, costs,
expenses, liabilities and obligations attributable to the sourcing, investigation, due
diligence, structuring, organizing, acquiring, purchase, managing, monitoring, operating,
holding (including expenses of tracking software), hedging, taking public or private,
valuing, winding up, exchanging, liquidating or dissolving and disposing of TVP I’s
investments (whether or not consummated), including, without limitation, private
placement fees, finder’s fees, financing, commitment, origination or similar fees, interest
on and fees and expenses arising out of money borrowed by TVP I or TVP on behalf of
TVP I, real property or personal property taxes on investments, including documentary,
recording, stamp and transfer taxes, brokerage fees or commissions, underwriting
commissions and discounts or other similar charges (including any merger fees payable to
third parties), indebtedness of, or guarantees made by, TVP I or TVP on behalf of or in
respect of TVP I (including any margin loan, credit facility, loan commitment, letter of
credit or similar credit support), including any principal, interest or fees and expenses with
respect thereto, or any fees and expenses relating to evaluating, negotiating or seeking to
put in place any such indebtedness or guarantee, travel and entertainment expenses, legal
fees and expenses, expenses incurred in connection with the investigation, prosecution or
defense of any claims by or against TVP I, including claims by or against a governmental
authority, audit, appraisal, valuation and accounting fees and expenses, fees and expenses
related to investment banking, consulting, advisory or professional services, taxes
applicable to TVP I on account of its operations, fees and expenses incurred in connection
with the maintenance of bank or custodian accounts, all expenses incurred in connection
with the registration of securities held by TVP I under applicable securities laws or
regulations, any sales or other taxes, fees or government charges that may be assessed
against TVP I, the cost of liability and other premiums for insurance protecting TVP I,
...
Account Minimums and Types of Clients — Form ADV Part 2A (3/12/2026) [Brochure]
TYPES OF CLIENTS

The Funds are the clients to whom the Firm provides investment advice. The Funds are
private investment partnerships whose interests are offered to investors on a private
placement basis and are organized as Delaware limited partnerships, Delaware limited
liability companies, or other similar structures. The Funds have no minimum contribution
amounts.
Type Form D Funds Date Sold AUM
VC Tinicum Cellink II LLC 2023-01-04 1.2 M
VC Tinicum Cellink LLC 2023-01-04 0.6 M
VC Tinicum Venture Partners I LP [2023-01-04] 6.8 M
Offered $26,000,000 · Filed 2022-03-01 (D) · Exemption 506(b), 3(c), 3(c)(1), 3(c)(7) · Remaining $26,000,000 · Duration One year or less · Revenue Decline to Disclose
AUM Breakdown Accounts AUM ($M)
By Client Type
(a) Individuals (other than high net worth individuals) 0 0.0
(b) Individuals (high net worth individuals) 0 0.0
(c) Banking or thrift institutions 0 0.0
(d) Investment companies 0 0.0
(e) Business development companies 0 0.0
(f) Pooled investment vehicles 3 8.6
(g) Pension and profit sharing plans 0 0.0
(h) Charitable organizations 0 0.0
(i) State or municipal government entities 0 0.0
(j) Other investment advisers 0 0.0
(k) Insurance companies 0 0.0
(l) Sovereign wealth funds and foreign official institutions 0 0.0
(m) Corporations or other businesses not listed above 0 0.0
(n) Other 0 0.0
Total 3 8.6
By Discretionary
Discretionary 3 8.6
Non-Discretionary 0 0.0
Total 3 8.6
By Non-United States Persons
Non-United States Persons 0.0
United States Persons 8.6
Total 3 8.6
Form D Directors Role # Filings # Firms 2011 - 2026
Tinicum Venture Partners LLC Promoter 1 1
Tinicum Venture Partners I GP LLC Promoter 1 1
Jacob Ruttenberg Director 1 1
Firm Profile (Form ADV)
ServesInstitutional
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