INDEPENDENT VERDICT
Sea Cliff Partners has a comparatively strong public verification trail because its private-fund structure, registered investment manager, official website and public-equity holdings can be connected across multiple independent regulatory records. Sea Cliff Partners, LP reports an indefinite Rule 506(b) hedge-fund offering that began on November 1, 2021 and had reached $267,589,040 of cumulative securities sold to 57 investors by its September 16, 2026 Form D amendment. The filing sets a $1 million minimum investment, identifies SC GP, LLC as general partner and John Hockin as manager of that GP, and relies on Investment Company Act Section 3(c)(7). Separately, Sea Cliff Partners Management, LP appears as an SEC-registered investment adviser under CRD 316909 and SEC number 801-130786, while its Form 13F filings provide a recurring public window into a concentrated U.S.-listed equity portfolio. The principal analytical distinction is therefore not whether the Sea Cliff entities can be verified, but how the private-fund capital, adviser AUM and visible 13F securities should be interpreted without treating them as interchangeable measurements.
A PRIVATE-EQUITY APPROACH APPLIED TO PUBLIC STOCKS
Sea Cliff's official website provides unusually useful strategy evidence. The firm describes itself as a San Francisco public-equity investment firm running a long-only, concentrated strategy and states that its team applies a private-equity approach to public markets, focusing primarily on North American small- and mid-cap companies. That description is broadly consistent with the firm's regulatory filings and visible portfolio construction. The March 31, 2026 Form 13F reported 13 positions valued at approximately $193.7 million, while the June 30, 2026 filing increased to 14 reportable positions worth approximately $225.5 million. The Q2 portfolio was led by BrightSpring Health Services at roughly $38.3 million, Life Time Group Holdings at approximately $25.8 million and WESCO International at about $24.9 million, meaning those three positions alone represented a substantial portion of the disclosed 13F book. The visible holdings support the website's description of a concentrated strategy, but Form 13F is not a complete fund balance sheet and does not disclose shorts, cash, derivatives or many non-reportable securities.
THE $267.6 MILLION FORM D NUMBER AND THE MANAGER'S AUM ARE DIFFERENT MEASUREMENTS
The September 2026 Form D amendment reports $267.589 million of cumulative securities sold since the offering began, not the fund's current NAV. That distinction matters because adviser databases based on Sea Cliff Partners Management's Form ADV have reported regulatory AUM at different levels across filing dates, including approximately $239.4 million in one recent ADV dataset and higher figures in earlier snapshots. Those values can differ for legitimate reasons: Form D measures cumulative securities sales, Form ADV measures regulatory assets managed at a particular reporting date, and Form 13F captures only a defined subset of reportable securities. Redemptions, market gains or losses, transfers, non-13F assets and other portfolio exposures can all create gaps between them. The Form D itself also states that no sales commissions or finder's fees were reported and notes that the fund's general partner receives a performance allocation while an affiliate receives an investment-management fee. That disclosure gives direct regulatory confirmation of an economic relationship between the fund and its management structure even though the Form D does not state the actual fee rates.
THE OPERATING INFRASTRUCTURE IS MORE VISIBLE THAN AT MANY SMALL FUNDS
Sea Cliff's public diligence trail extends beyond the issuer and its holdings. The manager's SEC filings use the same 505 Sansome Street, Suite 1980 San Francisco address displayed in the fund's latest Form D and on regulatory manager records, creating a direct location match between the private fund and investment adviser. Sea Cliff Partners Management began filing Form 13F reports under CIK 0002011655 and Form 13F file number 028-23828, and Susan Hallgren signs the 2026 reports as Chief Compliance Officer. Public Form ADV-derived databases also identify institutional service providers associated with the manager's private-fund structure, including KPMG as auditor, Stone Coast Fund Services as administrator, Jefferies as prime broker and CIBC World Markets as custodian. These provider relationships are materially useful diligence signals because they establish an external operating infrastructure around the fund, although investors should still confirm current engagements directly from the latest audited statements, subscription documents or manager materials rather than relying solely on database extractions.
MANAGER AND FUND HISTORY SHOW A DEVELOPING INSTITUTIONAL PLATFORM
The filing sequence also reveals how the fund has developed. Sea Cliff's initial Form D appeared in September 2021 before the reported November 2021 first sale. Later amendments show capital accumulating over several years, including substantial increases before the current $267.6 million cumulative figure. The investor count has reached 57 while the minimum outside investment remains $1 million, consistent with a vehicle aimed at qualified purchasers and institutional or high-net-worth capital rather than broad retail distribution. The firm's 13F record extends across multiple quarters and shows that portfolio composition changes while remaining relatively concentrated: 13F values moved from approximately $304.4 million in Q1 2024 to $293.3 million in Q2 2025, $237.3 million at year-end 2025, $193.7 million in Q1 2026 and $225.5 million in Q2 2026. Those fluctuations should not be interpreted as fund performance because changes may reflect trading, subscriptions, withdrawals and securities outside the reporting universe, but the chronology provides a much richer operating history than a one-time private-offering notice.
FINAL ASSESSMENT
Sea Cliff Partners combines several evidence types that reinforce one another: a multi-year Form D history, an identifiable GP and principal, an SEC-registered management firm, a manager-controlled website describing the strategy, recurring Form 13F filings showing a concentrated public-equity book and publicly identifiable institutional service providers. The latest private-fund filing reports $267.589 million sold to 57 investors with a $1 million minimum, while the Q2 2026 13F reports $225.522 million across 14 securities. Those numbers should remain separate because neither represents a complete statement of current fund NAV. The strongest publicly visible characteristic of Sea Cliff is the consistency between its stated investment approach and its concentrated regulatory holdings data. The remaining diligence questions concern audited net performance, portfolio exposures outside 13F, liquidity terms, leverage, concentration limits, valuation practices and the exact relationship among the fund, master vehicles and adviser-managed accounts. SEC registration of the manager and acceptance of the fund's Form D do not constitute SEC approval of the strategy, securities, performance or suitability of an investment.
SEC SNAPSHOT Sea Cliff Partners, LP | CIK 0001882849 | File No. 021-413276 | Delaware LP | Formed 2021 | Hedge Fund | Rule 506(b) | Section 3(c)(7) | First Sale November 1, 2021 | Latest Form D/A September 16, 2026 | Indefinite Offering | $267,589,040 Sold | 57 Investors | $1,000,000 Minimum | GP: SC GP, LLC | John Hockin
WEBSITE / ENTITY PENETRATION Official domain: https://seaclifflp.com/ Official strategy: Long-only concentrated public equity Primary geographic focus: North America Market-cap focus: Small- and Mid-Cap Fund CIK: 0001882849 Manager CIK: 0002011655 Manager CRD: 316909 Manager SEC No.: 801-130786 Form 13F File No.: 028-23828 Fund / manager address consistency: Confirmed Principal identified in Form D: John Hockin Chief Compliance Officer appearing in 13F: Susan Hallgren Public administrator identified: Stone Coast Fund Services Public auditor identified: KPMG Public prime broker identified: Jefferies Public custodian identified: CIBC World Markets
Q2 2026 FORM 13F SNAPSHOT Reported value: $225,522,436 Reported positions: 14 Largest disclosed position: BrightSpring Health Services — approximately $38.3 million Other major disclosed positions include Life Time Group Holdings and WESCO International Q1 2026 reported value: $193,698,434 Q4 2025 reported value: $237,260,000 13F should not be treated as total fund NAV or complete exposure.
CORE INVESTOR QUESTIONS What is Sea Cliff Partners LP's current NAV versus its $267.6 million cumulative Form D securities sold What are audited annual and since-inception net returns How much of the strategy sits outside Form 13F-reportable securities What gross and net exposure, leverage and derivatives limits apply How concentrated may a single position become What redemption, lock-up and gate provisions apply Are KPMG, Stone Coast, Jefferies and CIBC still the current service providers How are securities valued when market liquidity becomes limited What portion of adviser AUM belongs specifically to Sea Cliff Partners LP and related master-feeder vehicles
PRIMARY EVIDENCE REVIEWED SEC Form D/A — Sea Cliff Partners, LP — September 16, 2026 SEC historical Form D filings — Sea Cliff Partners, LP SEC Form 13F-HR — Sea Cliff Partners Management, LP — June 30, 2026 SEC Form 13F-HR — Sea Cliff Partners Management, LP — March 31, 2026 SEC EDGAR manager records — Sea Cliff Partners Management, LP Sea Cliff Partners official website — seaclifflp.com Form ADV-derived manager and private-fund service-provider records
IMPORTANT FORM D NOTICE Form D is a notice filing for an exempt securities offering and does not represent SEC approval or verification of investment merit. Form ADV registration applies to the investment adviser and is not an endorsement of a private fund. Form 13F shows only specified reportable securities and is not a complete portfolio, NAV statement or performance report.