SEC filing record
Primary Source · SEC.gov

Project Evergreen TopCo LP

Single-Deal SPV2026 vintageRegulation D Rule 506(b); equity; business combination (rollover of target company equity, reinvestment of transaction proceeds and new investments); $51 minimum investment
Latest signalNew Form D filerForm D · 2026-10-192 events: 1 new form d filer, 1 large raiseLast filing 2026-10-19

Raised

$2.4B

Investors

296

Min Invest

$51

AltStreet Analysis

·

Generated from EDGAR primary sources

Filed its only Form D on October 19, 2026 reporting $2,360,619,775 of a $2,362,869,775 equity offering sold to 296 investors, $2,250,000 remaining, with a date of first sale of October 1, 2026 and no sales commissions or finders' fees. Item 9 marks a business combination: a rollover of target company equity for new equity of the issuer, reinvestment of transaction proceeds and new investments, so the amount sold is equity reported issued, which can include rollover interests valued at the transaction price as well as cash; the notice does not separate them and names no target. The directors' roles match the Trinity Consultants transaction (Oak Hill reinvesting, management and employees retaining a stake), which neither company has confirmed.

Acquisition holding vehicle: a Delaware limited partnership formed in 2026 with its principal office at 9 West 57th Street, 32nd Floor, New York, industry group Business Services. Six of its eight related persons are Veritas Capital personnel (Daniel Sugar and James Dimitri, Partners and Co-Heads of Flagship Private Equity; Benjamin Polk, Partner; Matthew Middleton, Principal; Sam Tammen, Vice President; Sean Cahill, Chief Financial Officer; Dipo Ashiru, General Counsel, who signed as Secretary). The other two directors are Paul Greywall, President and CEO of Trinity Consultants, and John Rachwalski, a partner at Oak Hill Capital, the seller in the Trinity Consultants acquisition Veritas announced on August 5, 2026 with terms undisclosed. The notice names neither the sponsor nor the target.

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0002160536
Entity NameProject Evergreen TopCo LP
ExemptionRule 506(b)
What the exemption meansRule 506(b) of Regulation D: securities may be sold to an unlimited number of accredited investors and up to 35 non-accredited investors who meet the rule's sophistication standard, without general solicitation or advertising.
Entity TypeLimited Partnership
Jurisdiction of OrganizationDelaware
Year Organized2026
Issuer Address9 West 57th Street, 32nd Floor, New York, NY 10019
Phone(212) 415-6700
Industry / Fund TypeBusiness Services
Securities TypeEquity
First Sale DateOctober 1, 2026
Filing DateOctober 19, 2026
Accession Number0002160536-26-000001
Total Offering Amount$2,362,869,775
Total Amount Sold$2,360,619,775
Amount Remaining$2,250,000
Total Investors296
Non-Accredited InvestorsNone
Minimum Investment$51
Offering DurationOne year or less
Sales Commissions$0
Finders' Fees$0
Proceeds to Related Persons$0
Revenue RangeDecline to Disclose
Business CombinationYes, the offering is tied to a merger or acquisition
State (Issuer Address)NY
Amendment CountOriginal filing only
Signed ByOladipo Ashiru, Secretary

Filings on Record

Every filing AltStreet's ledger holds for this CIK, newest first. Each opens the SEC archive folder.

In the Terminal

Filing events

2

latest Oct 19, 2026

Critical / warning

2 / 0

0 watch · 0 info

Statements extracted

0

none on file

NAV prints

0

none on file

Offering chains

1

raising

Latest event New filer · Oct 19, 2026

SEC.gov
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Investor

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  • 1 offering timeline: velocity, share raised, first-sale lag, stalled flags

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Related Persons (Form D)

Executive officers, directors, and promoters listed on the SEC Form D filing. Source: SEC.gov.

Daniel Sugar

Executive Officer, Director · New York, NY

Sean Cahill

Executive Officer · New York, NY

Benjamin Polk

Director · New York, NY

James Dimitri

Director · New York, NY

Matthew Middleton

Director · New York, NY

John Rachwalski

Director · New York, NY

Paul Greywall

Director · New York, NY

Samuel Tammens

Director · New York, NY

Questions About Project Evergreen TopCo LP

Each answer is built from the values on the SEC filing and the AltStreet ledger, not from the issuer's marketing.

What is Project Evergreen TopCo LP?

Project Evergreen TopCo LP is a Delaware limited partnership organized in 2026 that filed a Form D with the SEC on October 19, 2026 in the Business Services industry group. The filing claims Rule 506(b) for an offering of equity.

Is Project Evergreen TopCo LP legit?

AltStreet does not rate legitimacy; it reports the public record. Project Evergreen TopCo LP filed a Form D with the SEC on October 19, 2026 claiming Rule 506(b). A Form D is a notice of an exempt offering, not a review or approval of it. The newest notice reports $2,360,619,775 sold to 296 investors. AltStreet's enforcement record (SEC, FINRA and state actions) shows no action naming the issuer as of today. Before investing, confirm the filing on EDGAR, check the seller's registration on FINRA BrokerCheck, and read the offering documents, which a Form D does not include.

Is Project Evergreen TopCo LP registered with or approved by the SEC?

No. A Form D is a notice that an issuer is selling securities under an exemption from registration, and the SEC does not review, approve, or pass on the merits of the offering. The filing shows that Project Evergreen TopCo LP claimed Rule 506(b) and disclosed the items the form requires, such as the amount sold, the minimum investment, related persons, and anyone paid to sell the securities. It does not verify the issuer's claims or its business.

How much has Project Evergreen TopCo LP raised?

Project Evergreen TopCo LP reported $2,360,619,775 sold from 296 investors of a $2,362,869,775 total offering as of the Form D filed October 19, 2026.

Who can invest in Project Evergreen TopCo LP?

The offering relies on Rule 506(b), which permits sales to accredited investors and to no more than 35 non-accredited investors who meet a sophistication standard, and prohibits general solicitation. The filing reports no non-accredited investors. The minimum investment accepted from an outside investor is $51.

What is the minimum investment in Project Evergreen TopCo LP?

The Form D lists $51 as the minimum investment accepted from any outside investor as of October 19, 2026. Issuers can waive their own minimums, and the figure does not include fees.

Who is selling Project Evergreen TopCo LP and how are they paid?

The Form D names no recipient of sales compensation, which usually means the issuer or its affiliates are placing the securities directly. Sales commissions are reported as $0 and finders' fees as $0. Form D allows these to be estimates.

Who is behind Project Evergreen TopCo LP?

The Form D lists 8 related persons: Daniel Sugar, executive officer, director; Benjamin Polk, director; James Dimitri, director; Matthew Middleton, director; John Rachwalski, director; Paul Greywall, director; Samuel Tammens, director; Sean Cahill, executive officer. Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is Project Evergreen TopCo LP located?

The issuer's address on its SEC filings is 9 West 57th Street, 32nd Floor, New York, NY 10019. Its phone number of record is 212-415-6700. It is organized under the laws of Delaware.

How long is the Project Evergreen TopCo LP offering open?

The issuer indicated that the offering is not intended to last more than one year. An issuer must amend its Form D annually while a continuing offering stays open, and no amendment is on record yet.

What is Project Evergreen TopCo LP's revenue?

The issuer declined to disclose its revenue range on the Form D, which the form permits.

Is Project Evergreen TopCo LP raising money for an acquisition?

Yes. The Form D indicates that the offering is being made in connection with a business combination transaction, such as a merger or acquisition.

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Data Methodology

Capital raise figures, investor counts, and filing dates are sourced directly from SEC EDGAR Form D primary documents via the SEC EDGAR submissions API and full-text search index. EDGAR entity profiles and deal-level data are reviewed by AltStreet analysts with backgrounds in corporate finance and securities law — cross-referenced against offering circulars, audited financial statements, and primary regulatory filings before publication. Platform-provided information, where present, is clearly labeled and does not affect EDGAR data or AltStreet editorial coverage. Platforms may request factual corrections for demonstrable inaccuracies by contacting [email protected]. This page does not constitute investment advice.