Form D/A

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
SPRUCE HOUSE PARTNERSHIP (AI) LP
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

  • SPRUCE HOUSE PARTNERSHIP LP
  • SPRUCE HOUSE PARTNERS LP
  • SPRUCE HOUSE PARTNERSHIP, LP
Entity Type
LIMITED PARTNERSHIP

Item 2 Issuer Principal Place of Business and Contact Information

435 HUDSON STREET
8TH FLOOR
NEW YORK, NY 10014
Phone Number: subscription required

Item 3. Related Persons

Name
-- SPRUCE HOUSE CAPITAL LLC
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
GENERAL PARTNER

Item 3. Related Persons

Name
-- SPRUCE HOUSE INVESTMENT MANAGEMENT LLC
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
INVESTMENT MANAGER

Item 4. Industry Group

POOLED INVESTMENT FUND - HEDGE FUND

Item 5. Issuer Size

Aggregate Net Asset Value Range (for issuer specifying "hedge" or "other investment" fund in item 4 above)
DECLINE TO DISCLOSE

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

Amendment
Date of First Sale in this Offering:
09/01/2006

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
Yes

Item 9. Type(s) of Securities Offered

  • Equity
  • Pooled Investment Fund Interests

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 13. Offering and Sales Amounts

Total Offering Amount
INDEFINITE
Total Amount Sold
30755000
Total Remaining to be Sold
INDEFINITE
Clarification of Response
THE TOTAL AMOUNT SOLD DOES NOT REFLECT (I) REDEMPTIONS AND/OR WITHDRAWALS, (II) ACCOUNT TRANSFERS OF THE SAME UNDERLYING INVESTOR IN THE FUND, OR (III) INVESTMENTS INTO THE ISSUER'S PREDECESSOR ENTITIES THAT CEASED TO EXIST AS OF 12/31/2019

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Yes
Number of non-accredited investors who already have invested in the offering:
5
Total number of investors who already have invested in the offering:
128

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0 Is an estimate
Finders' Fees
0.0 Is an estimate
Clarification of Response

Item 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.
0.0 Is an estimate
Clarification of Response
THE INVESTMENT MANAGER RECEIVES CUSTOMARY MANAGEMENT FEES AND THE GENERAL PARTNER RECEIVES AN INCENTIVE ALLOCATION, EACH AS PROVIDED IN THE ISSUER'S OFFERING DOCUMENTS.

Signature and Submission

Issuer Name
SPRUCE HOUSE PARTNERSHIP (AI) LP
Issuer Signature
THOMAS WALKER
Signer Name
THOMAS WALKER
Signer Title
CHIEF COMPLIANCE OFFICER OF INVESTMENT MANAGER OF THE ISSUER
Signature Date
12/14/2021

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