Tsg Alpha Partners, LLC

Includes form instructions and options. Options shown in this text do not identify which boxes were selected.

GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an 
INITIAL OR
AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,
11.E., 11.F. or 11.G. of Form ADV.
Regulatory Action
Check item(s) being responded to:
11.C(1)
11.C(2)
11.C(3)
11.C(4)
11.C(5)
11.D(1)
11.D(2)
11.D(3)
11.D(4)
11.D(5)
11.E(1)
11.E(2)
11.E(3)
11.E(4)
11.F.
11.G.
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page. 
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the
same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.
PART I
A.  The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). 
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE

CRD
Number:
6175466
This advisory affiliate is 
a Firm
an Individual
Registered:
Yes
No
Name:
SPAVENTA, ANDREW, CAPUTO
(For individuals, Last, First,
Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is
registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the
adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item
11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any
event listed in Item 11 that occurred more than ten years ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances: 
B.
If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to
the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided.
 Yes
 No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1.  Regulatory Action initiated by:
SEC   
Other Federal   
State   
SRO
Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 
2.
Principal Sanction:
Other Sanctions: 
3.
Date Initiated (MM/DD/YYYY): 
 Exact
 Explanation
If not exact, provide explanation:
4.
Docket/Case Number:
5.
Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
6.
Principal Product Type:
Other Product Types: 
7.
Describe the allegations related to this regulatory action (your response must fit within the space provided):
8.
Current Status?      
 Pending
 On Appeal
 Final
9.
If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved:
11. Resolution Date (MM/DD/YYYY):
 Exact
 Explanation
If not exact, provide explanation:
12. Resolution Detail:
A.  Were any of the following Sanctions Ordered (check all appropriate items)?

 Monetary/Fine Amount: $
 Revocation/Expulsion/Denial
 Disgorgement/Restitution
 Censure
 Cease and Desist/Injunction
 Bar
 Suspension
B.
Other Sanctions Ordered:
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,
Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to
requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,
disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion
of penalty was waived: 
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).

Includes form instructions and options. Options shown in this text do not identify which boxes were selected.

GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an 
INITIAL OR
AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,
11.E., 11.F. or 11.G. of Form ADV.
Regulatory Action
Check item(s) being responded to:
11.C(1)
11.C(2)
11.C(3)
11.C(4)
11.C(5)
11.D(1)
11.D(2)
11.D(3)
11.D(4)
11.D(5)
11.E(1)
11.E(2)
11.E(3)
11.E(4)
11.F.
11.G.
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page. 
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the
same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.
PART I
A.  The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). 
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
CRD
Number:
6175466
This advisory affiliate is 
a Firm
an Individual
Registered:
Yes
No
Name:
SPAVENTA, ANDREW, CAPUTO
(For individuals, Last, First,
Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is
registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the
adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item
11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any
event listed in Item 11 that occurred more than ten years ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances: 
B.
If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to
the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided.

 Yes
 No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1.  Regulatory Action initiated by:
SEC   
Other Federal   
State   
SRO
Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 
2.
Principal Sanction:
Other Sanctions: 
3.
Date Initiated (MM/DD/YYYY): 
 Exact
 Explanation
If not exact, provide explanation:
4.
Docket/Case Number:
5.
Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
6.
Principal Product Type:
Other Product Types: 
7.
Describe the allegations related to this regulatory action (your response must fit within the space provided):
8.
Current Status?      
 Pending
 On Appeal
 Final
9.
If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved:
11. Resolution Date (MM/DD/YYYY):
 Exact
 Explanation
If not exact, provide explanation:
12. Resolution Detail:
A.  Were any of the following Sanctions Ordered (check all appropriate items)?
 Monetary/Fine Amount: $
 Revocation/Expulsion/Denial
 Disgorgement/Restitution
 Censure
 Cease and Desist/Injunction
 Bar
 Suspension
B.
Other Sanctions Ordered:
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,
Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to
requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,
disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion
of penalty was waived: 
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).

Includes form instructions and options. Options shown in this text do not identify which boxes were selected.

GENERAL INSTRUCTIONS

This Disclosure Reporting Page (DRP ADV) is an 
INITIAL OR
AMENDED response used to report details for affirmative responses to Item 11.H. of Part
1A or Item 2.F. of Part 1B of Form ADV.
Civil Judicial
Check Part 1A item(s) being responded to:
11.H(1)(a)
11.H(1)(b)
11.H(1)(c)
11.H(2)
Check Part 1B item(s) being responded to:
2.F(1)
2.F(2)
2.F(3)
2.F(4)
2.F(5)
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page.
One event may result in more than one affirmative answer to Item 11.H. of Part 1A or Item 2.F. of Part 1B. Use only one DRP to report details related to the
same event. Unrelated civil judicial actions must be reported on separate DRPs.
PART I
A.  The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). 
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
CRD
Number:
147509
This advisory affiliate is 
a Firm
an Individual
Registered:
Yes
No
Name:
TSG CAPITAL ADVISORS
(For individuals, Last, First,
Middle)
CRD
Number:
This advisory affiliate is 
a Firm
an Individual
Registered:
Yes
No
Name:
THE SPAVENTA GROUP
(For individuals, Last, First,
Middle)
CRD
Number:
6175466
This advisory affiliate is 
a Firm
an Individual
Registered:
Yes
No
Name:
SPAVENTA, ANDREW, CAPUTO
(For individuals, Last, First,
Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is
registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the
adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.H.
(1)(a), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any
event listed in Item 11 that occurred more than ten years ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances: 
B.
If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to
the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided.
 Yes
 No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.

PART II
1.  Court Action initiated by: (Name of regulator, foreign financial regulatory authority, SRO, commodities exchange, agency, firm, private plaintiff, etc.) 
SECURITIES AND EXCHANGE COMMISSION
2.
Principal Relief Sought:
Injunction
Other Relief Sought: 
DISGORGEMENT, PREJUDGEMENT INTEREST, CIVIL MONETARY PENALTIES
3.
Filing Date of Court Action (MM/DD/YYYY):
08/14/2026
 Exact
 Explanation
If not exact, provide explanation:
4.
Principal Product Type:
Other
Other Product Types: 
UNSPECIFIED SECURITIES
5.
Formal Action was brought in (include name of Federal, State or Foreign Court, Location of Court - City or County and State or Country, Docket/Case
Number): 
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, NEW YORK - NO. 1:26-CV-06958
6.
Advisory Affiliate Employing Firm when activity occurred which led to the civil judicial action (if applicable): 
7.
Describe the allegations related to this civil action (your response must fit within the space provided): 
PLAINTIFF SECURITIES AND EXCHANGE COMMISSION, FOR ITS COMPLAINT AGAINST DEFENDANTS ANDREW SPAVENTA, THE SPAVENTA GROUP LLC ,
TSG CAPITAL ADVISORS LLC, AND TSG ALPHA PARTNERS LLC (COLLECTIVELY, "DEFENDANTS"), ALLEGES IN ITS COMPLAINT THAT THIS ACTION ARISES
FROM DEFENDANTS' FRAUDULENT, UNREGISTERED SECURITIES OFFERINGS OF INVESTMENT VEHICLES THAT PURPORTED TO PROVIDE RETAIL
INVESTORS WITH THE OPPORTUNITY TO INVEST IN SHARES OF PRIVATE COMPANIES THAT MAY UNDERTAKE AN INITIAL PUBLIC OFFERING. DEFENDANTS
PITCHED THESE OFFERINGS AS UNIQUE INVESTMENT OPPORTUNITIES IN HIGHLY-COVETED, LIMITED-SUPPLY SHARES NOT YET AVAILABLE ON A PUBLIC
STOCK EXCHANGE, WHILE USING FALSE AND MISLEADING STATEMENTS TO CHARGE INVESTORS HIDDEN FEES. FROM APPROXIMATELY DECEMBER 2020
THROUGH AT LEAST JUNE 2025 (THE "RELEVANT PERIOD"), DEFENDANTS RAISED OVER $74 MILLION FROM MORE THAN 800 MOSTLY RETAIL INVESTORS
ACROSS THE UNITED STATES, INCLUDING IN THIS DISTRICT, FOR ELEVEN PRIVATE FUNDS (INDIVIDUALLY, A "FUND"; COLLECTIVELY, THE "FUNDS").
DEFENDANTS OPERATED BOILER ROOMS (CALL CENTER OPERATIONS USING AGGRESSIVE SALES PITCHES) FROM WHICH MORE THAN 100 "SALES
AGENTS" COLD-CALLED AND PITCHED THE FUNDS TO THOUSANDS OF PROSPECTIVE INVESTORS, MANY OF THEM RETIREES. SPAVENTA AND HIS
MANAGERS TRAINED THESE SALES AGENTS USING SCRIPTS AND EMPLOYEE HANDBOOKS FILLED WITH HIGH-PRESSURE SALES TACTICS, AND SPAVENTA
DIRECTED THE AGENTS TO MARKET THE FIRM AS CHARGING NO HIDDEN FEES. SPAVENTA USED TSG AND ANOTHER ENTITY HE WHOLLY OWNED TO
ACQUIRE SHARES IN PRIVATE COMPANIES, EITHER DIRECTLY OR THROUGH ANOTHER INVESTMENT FUND (THE "PRE-IPO SECURITIES"). SPAVENTA THEN
CAUSED THESE ENTITIES TO SELL THE PRE-IPO SECURITIES TO THE FUNDS AT SUBSTANTIALLY MARKED-UP PRICES. DEFENDANTS PASSED ON THESE
MARKED-UP PRICES TO INVESTORS BY EMBEDDING HIDDEN FEES IN THE PRICES AT WHICH DEFENDANTS SOLD MEMBERSHIP INTERESTS IN THE FUNDS
("INTERESTS"). THE PRICES PAID FOR INTERESTS WERE ON AVERAGE APPROXIMATELY 46% HIGHER THAN THE PRICES SPAVENTA PAID FOR THE PRE-
IPO SECURITIES. SPAVENTA AND ENTITIES UNDER HIS CONTROL SERVED AS INVESTMENT ADVISERS TO THE FUNDS AND THUS BREACHED THEIR
FIDUCIARY DUTIES TO THE FUNDS BY CHARGING THESE UNDISCLOSED MARKUPS. DEFENDANTS COLLECTED A TOTAL OF APPROXIMATELY $23 MILLION
IN UPFRONT FEES FROM UNSUSPECTING INVESTORS. SPAVENTA PERSONALLY ENRICHED HIMSELF BY AT LEAST $4 MILLION FROM THESE FEES, WHICH
HE USED FOR PERSONAL EXPENSES SUCH AS LUXURY CAR PAYMENTS AND HOME RENOVATIONS. DEFENDANTS ALSO USED OVER $12 MILLION FROM
THE UPFRONT FEES TO PAY COMMISSIONS TO THEIR SALES AGENTS. AS FOR FUND INVESTORS, THE VAST MAJORITY HAVE NOT RECOUPED THEIR
INVESTMENTS AND SOME HAVE ALREADY INCURRED TOTAL OR NEAR-TOTAL LOSSES. DEFENDANTS' SALES AGENTS ALSO MADE ADDITIONAL
MISREPRESENTATIONS TO INVESTORS ABOUT THE FUNDS. SALES AGENTS FALSELY CLAIMED THAT THE SUPPLY OF REMAINING UNITS WAS SCARCE OR
NEARLY EXHAUSTED, REGARDLESS OF HOW MANY UNITS ACTUALLY REMAINED AVAILABLE FOR SALE. SALES AGENTS ALSO FALSELY TOUTED
EXTRAORDINARY INVESTMENT RETURNS, RANGING FROM 200% TO 1,000%, WITHOUT ANY REASONABLE BASIS, BY RELYING ON FALSE STATEMENTS
CONCERNING TSG'S TRACK RECORD OF PRIOR INVESTMENTS. AND, SALES AGENTS MISLED INVESTORS CONCERNING DEFENDANTS' PROFFERED
VALUATIONS OF THE PRE-IPO SECURITIES, FALSELY CLAIMING THAT UNIT PRICES REFLECTED THE "MARKET VALUE" OF THE PRE-IPO SECURITIES
WHEN, IN FACT, THESE PRICES INCLUDED DEFENDANTS' HIDDEN FEES, WHICH RAISED THE PRICES INVESTORS PAID WELL ABOVE MARKET VALUE. IN
ADDITION TO THEIR FRAUD ON INVESTORS AND THE FUNDS, DEFENDANTS VIOLATED THE SECURITIES AND BROKER-DEALER REGISTRATION
PROVISIONS OF THE SECURITIES LAWS. IN ADDITION, TSG, AT SPAVENTA'S DIRECTION, OPERATED AS AN UNREGISTERED BROKER-DEALER BY
EMPLOYING SALES AGENTS NOT ASSOCIATED WITH A REGISTERED BROKER-DEALER AND PAYING THEM COMMISSIONS TO SOLICIT FUND INVESTORS.
8.
Current Status? 
 Pending
 On Appeal
 Final
9.
If on appeal, action appealed to (provide name of court) and Date Appeal Filed (MM/DD/YYYY): 
10. If pending, date notice/process was served (MM/DD/YYYY):
08/14/2026
 Exact
 Explanation
If not exact, provide explanation:
THIS MATTER IS PENDING A HEARING IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, NEW YORK
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 14 only.

11. How was matter resolved:
12. Resolution Date (MM/DD/YYYY): 
 Exact
 Explanation
If not exact, provide explanation:
13. Resolution Detail:
A.  Were any of the following Sanctions Ordered or Relief Granted(check appropriate items)?
Monetary/Fine Amount: $
Revocation/Expulsion/Denial
Disgorgement/Restitution
Censure
Cease and Desist/Injunction
Bar
Suspension
B.
Other Sanctions:
C.
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,
Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to
requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,
disgorgement, or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion
of penalty was waived:
14. Provide a brief summary of circumstances related to the action(s), allegation(s), disposition(s) and/or finding(s) disclosed above (your response must
fit within the space provided). 
THE COMPLAINT CONTAINS ALLEGATIONS ONLY. NO COURT HAS MADE ANY FINDINGS OF FACT OR DETERMINATIONS OF LIABILITY, AND NO JUDGMENT
HAS BEEN ENTERED. THE DEFENDANTS DISPUTE THE CLAIMS AND ARE CONTESTING THE ACTION IN COURT. TSGA WILL UPDATE THIS DISCLOSURE AS
MATERIAL DEVELOPMENTS OCCUR.