SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* TCM Tactical Opportunities Fund II LP (Last) (First) (Middle) 4 INTERNATIONAL DRIVE (Street) RYE BROOK NY 10573 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/22/2024	3. Issuer Name and Ticker or Trading Symbol TREES Corp (Colorado) [ CANN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Senior Secured Convertible Promissory Note(1)(2)(3)	03/16/2023(3)	09/15/2026	Common Stock, $0.001 par value per share	5,710,566(4)	$0.5	D(5)
Warrants(1)(2)(6)	02/08/2021	09/15/2029	Common Stock, $0.001 par value per share	592,858	$0.4	D(5)
Warrants(1)(2)(7)	04/20/2021	09/15/2029	Common Stock, $0.001 par value per share	1,039,942	$0.4	D(5)
Warrants(1)(2)(8)	09/16/2022	09/15/2029	Common Stock, $0.001 par value per share	4,912,349	$0.4	D(5)

1. Name and Address of Reporting Person* TCM Tactical Opportunities Fund II LP (Last) (First) (Middle) 4 INTERNATIONAL DRIVE (Street) RYE BROOK NY 10573 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Context|TCM Series Fund LP - Context|TCM Tactical Opportunities Series (Last) (First) (Middle) 4 INTERNATIONAL DRIVE (Street) RYE BROOK NY 10573 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This Form 3 is filed jointly by TCM Tactical Opportunities Fund II LP ("Tactical Opportunities Fund"); Troob Capital Advisors LLC ("Capital Advisors"); Context|TCM Series Fund LP - Context|TCM Tactical Opportunities Series ("Context|TCM Series"); Context|TCM Tactical Opportunities LLC ("Context|TCM LLC"); Douglas M. Troob; and Peter J. Troob (collectively, the "Reporting Persons").

2. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 3 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.

3. The Senior Secured Convertible Promissory note was originally issued on September 16, 2022 (the "Original Note"), and subsequently amended and restated December 15, 2023. The Original Note became partially convertible on March 16, 2023, and the Amended and Restated Senior Secured Convertible Promissory Note was partially convertible upon issue on December 15, 2023.

4. Excluding 5,710,566 shares of Common Stock issuable upon the partial automatic conversion of the Senior Secured Promissory Note of the Issuer held by TCM Tactical Opportunities Fund II LP, which automatic conversion triggers are outside the control of the Reporting Persons.

5. Securities owned directly by the fund entity listed. Capital Advisors, as the investment manager of Tactical Opportunities Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Tactical Opportunities Fund. Context|TCM LLC, as the investment manager of Context|TCM Series, may be deemed to beneficially own the shares of Common Stock beneficially owned by Context|TCM Series. Messrs. Troob and Troob, as the Managing Members of Capital Advisors and Context|TCM LLC, may be deemed to beneficially own the shares of Common Stock beneficially owned by each of Capital Advisors and Context|TCM LLC.

6. Originally issued on February 8, 2021 with an expiration date of February 8, 2026, and an exercise price of $0.56, and subsequently amended on December 15, 2023, to amend the expiration date and exercise price.

7. Originally issued on April 20, 2021, with an expiration date of April 20, 2026, and an exercise price of $0.56, and subsequently amended on December 15, 2023, to amend the expiration date and exercise price.

8. Originally issued on September 16, 2022, with an expiration date of September 15, 2027, and an exercise price of $0.70, and subsequently amended on December 15, 2023, to amend the expiration date and exercise price.

	TCM TACTICAL OPPORTUNITIES FUND II LP By: Troob Capital Management LLC, its General Partner By: /s/ Douglas M. Troob Douglas M. Troob, Managing Member	04/22/2024
	CONTEXT|TCM SERIES FUND LP - CONTEXT|TCM TACTICAL OPPORTUNITIES SERIES By: Context|TCM Tactical Opportunities GP, LLC, its General Partner By: TCM Private Capital Advisors LLC, its Managing Member By: /s/ Douglas M. Troob Douglas M. Troob, Manager	04/22/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.