The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001898789
   Corporation
   Limited Partnership
X Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Tulip Valley Partners, LLC
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2021
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Tulip Valley Partners, LLC
Street Address 1 Street Address 2
2015 3RD AVE. N
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
BIRMINGHAM ALABAMA 35203 14237568400

3. Related Persons

Last Name First Name Middle Name
Management, LLC Green Rock
Street Address 1 Street Address 2
2015 3rd Ave. N
City State/Province/Country ZIP/PostalCode
Birmingham ALABAMA 35203
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Rock, LLC Green
Street Address 1 Street Address 2
2015 3rd Ave. N
City State/Province/Country ZIP/PostalCode
Birmingham ALABAMA 35203
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Mobley Clayton
Street Address 1 Street Address 2
2015 3rd Ave. N
City State/Province/Country ZIP/PostalCode
Birmingham ALABAMA 35203
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Devine Christopher
Street Address 1 Street Address 2
2015 3rd Ave. N
City State/Province/Country ZIP/PostalCode
Birmingham ALABAMA 35203
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Robbins Brian
Street Address 1 Street Address 2
2015 3rd Ave. N
City State/Province/Country ZIP/PostalCode
Birmingham ALABAMA 35203
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
   Pooled Investment 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
X 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 OR 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
X 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 504 (b)(1)(i)
   Rule 504 (b)(1)(ii)
   Rule 504 (b)(1)(iii)
X Rule 506(b)
   Rule 506(c)
   Securities Act Section 4(a)(5)
   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

X New Notice Date of First Sale 2021-12-27    First Sale Yet to Occur
   Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
   Yes X No

9. Type(s) of Securities Offered (select all that apply)

X Equity    Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   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 X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $18,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
Arkadios Capital 282710
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Blayne Anderson 5727397
Street Address 1 Street Address 2
810 Pancheri Drive Suite 303
City State/Province/Country ZIP/Postal Code
Idaho Falls IDAHO 83402
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
IDAHO
Recipient
Recipient CRD Number    None
Vistia Capital, LLC 311342
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Delmar Eugene Buck III 7299100
Street Address 1 Street Address 2
202 6th Street Suite 303
City State/Province/Country ZIP/Postal Code
Castle Rock COLORADO 80104
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ALABAMA
CALIFORNIA
FLORIDA
GEORGIA
OHIO
SOUTH CAROLINA
Recipient
Recipient CRD Number    None
Emerson Equity, LLC 130032
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Bruce Beetz 1527269
Street Address 1 Street Address 2
817 Union Road
City State/Province/Country ZIP/Postal Code
Hollister CALIFORNIA 95023
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
G.A. Repple & Company 17486
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Bryan Repple 3200280
Street Address 1 Street Address 2
101 Normandy Road Suite 101
City State/Province/Country ZIP/Postal Code
Casselberry FLORIDA 32707
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
FLORIDA
MARYLAND
SOUTH CAROLINA
WASHINGTON
Recipient
Recipient CRD Number    None
Alexander Capital, L.P. 40077
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
James Hampton Simmons Jr. 2438224
Street Address 1 Street Address 2
17 State Street 5th Floor
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10004
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ILLINOIS
OREGON
Recipient
Recipient CRD Number    None
Center Street Securities, Inc. 26898
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Jeffrey Kennedy 5094149
Street Address 1 Street Address 2
721 N 24th Street
City State/Province/Country ZIP/Postal Code
Quincy ILLINOIS 62301
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NORTH DAKOTA
Recipient
Recipient CRD Number    None
Titan Securities 131392
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Gerald Marvin Hast 2873081
Street Address 1 Street Address 2
16775 Addison Road Suite 525
City State/Province/Country ZIP/Postal Code
Addison TEXAS 75001
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
Arkadios Capital 282710
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
John McKee 1931547
Street Address 1 Street Address 2
146 Birch Street
City State/Province/Country ZIP/Postal Code
Redwood City CALIFORNIA 94062
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
Legacy Wealth Management, LLC 174767
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Justin Martin 5423666
Street Address 1 Street Address 2
839 N Camille Cir
City State/Province/Country ZIP/Postal Code
Centerville UTAH 84014
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
COLORADO
TEXAS
Recipient
Recipient CRD Number    None
Vistia Capital, LLC 311342
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Michael Hazen 6103556
Street Address 1 Street Address 2
202 6th Street Suite 303
City State/Province/Country ZIP/Postal Code
Castle Rock COLORADO 80104
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
COLORADO
Recipient
Recipient CRD Number    None
Arkadios Capital 282710
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Michael J. Sievert 2127441
Street Address 1 Street Address 2
10739 Deerwood Park Blvd. Suite 105
City State/Province/Country ZIP/Postal Code
Jacksonville FLORIDA 32256
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
FLORIDA
Recipient
Recipient CRD Number    None
G.A. Repple & Company 17486
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Michael Mandarino 4443175
Street Address 1 Street Address 2
6917 Makers Way
City State/Province/Country ZIP/Postal Code
Apollo Beach FLORIDA 33572
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NORTH CAROLINA
Recipient
Recipient CRD Number    None
U.S. Private Wealth, LLC 167288
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Michael Wall 5309868
Street Address 1 Street Address 2
4822 Northlake Blvd. Suite A
City State/Province/Country ZIP/Postal Code
Palm Beach Gardens FLORIDA 33418
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
FLORIDA
Recipient
Recipient CRD Number    None
Great Point Capital, LLC 114203
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Mikayla Raleigh 7181755
Street Address 1 Street Address 2
200 W Jackson Blvd Suite 1000
City State/Province/Country ZIP/Postal Code
Chicago ILLINOIS 60606
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
FLORIDA
NORTH CAROLINA
Recipient
Recipient CRD Number    None
Emerson Equity, LLC 130032
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Mark Pizarek 3216820
Street Address 1 Street Address 2
817 Union Road
City State/Province/Country ZIP/Postal Code
Hollister CALIFORNIA 95023
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
Emerson Equity, LLC 130032
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Patrick Lam 4723020
Street Address 1 Street Address 2
61 East Main Street Suite D
City State/Province/Country ZIP/Postal Code
Los Gatos CALIFORNIA 95032
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
Great Point Capital, LLC 114203
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Rick Martinez 6524415
Street Address 1 Street Address 2
200 West Jackson Blvd Suite 1000
City State/Province/Country ZIP/Postal Code
Chicago ILLINOIS 60606
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
Emerson Equity, LLC 130032
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Yi Ping Chou 4882398
Street Address 1 Street Address 2
9940 Research Drive Suite 200
City State/Province/Country ZIP/Postal Code
Irvine CALIFORNIA 92618
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
Emerson Equity, LLC 130032
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Sylvester Pusiri 5170193
Street Address 1 Street Address 2
155 Bovet Road Suite 725
City State/Province/Country ZIP/Postal Code
San Mateo CALIFORNIA 94402
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
Emerson Equity, LLC 130032
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Timothy J. Sherer 833618
Street Address 1 Street Address 2
61 East Main Street Suite D
City State/Province/Country ZIP/Postal Code
Los Gatos CALIFORNIA 95032
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
NEVADA
Recipient
Recipient CRD Number    None
WFA Wealth Managers 105736
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Andrew Jensen 5697041
Street Address 1 Street Address 2
3170 Fourth Ave. 4th Floor
City State/Province/Country ZIP/Postal Code
San Diego CALIFORNIA 92103
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
Copley Financial Group, Inc. 283070
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Kyle Klinger 7092609
Street Address 1 Street Address 2
2650 CAMINO DEL RIO NORTH Suite 350
City State/Province/Country ZIP/Postal Code
San Diego CALIFORNIA 92108
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA

13. Offering and Sales Amounts

Total Offering Amount $14,500,000 USD
or    Indefinite
Total Amount Sold $14,426,489 USD
Total Remaining to be Sold $73,511 USD
or    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, and enter the 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:
94

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $1,644,687 USD
   Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

Inclusive of $869,960 selling commissions; $255,493.06 due diligence fee; $231,821.89 marketing/wholesale fee; and $287,412.47 broker/dealer fee.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$4,840,000 USD
   Estimate

Clarification of Response (if Necessary):

$180,000 Management Fee; $250,000 Acquisition Fee; $3,165,000 Due Diligence, Structuring, and Project Management Fee; $995,000 Development Termination Fee; and $250,000 Land Management Fee.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
Tulip Valley Partners, LLC Christopher Devine Christopher Devine CEO 2022-01-10

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.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.