Sec Form 3 Filing - TCM Tactical Opportunities Fund II LP @ TREES Corp (Colorado) - 2024-04-22

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person TCM Tactical Opportunities Fund II LP 2. Issuer Name and Ticker or Trading Symbol TREES Corp (Colorado) [ CANN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 4 INTERNATIONAL DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 04/22/2024 (Street) RYE BROOK, NY10573 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Senior Secured Convertible Promissory Note ( 1 ) ( 2 ) ( 3 ) $ 0.5 03/16/2023( 3 ) 09/15/2026 Common Stock, $0.001 par value per share 5,710,566 ( 4 ) D ( 5 ) Warrants ( 1 ) ( 2 ) ( 6 ) $ 0.4 02/08/2021 09/15/2029 Common Stock, $0.001 par value per share 592,858 D ( 5 ) Warrants ( 1 ) ( 2 ) ( 7 ) $ 0.4 04/20/2021 09/15/2029 Common Stock, $0.001 par value per share 1,039,942 D ( 5 ) Warrants ( 1 ) ( 2 ) ( 8 ) $ 0.4 09/16/2022 09/15/2029 Common Stock, $0.001 par value per share 4,912,349 D ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TCM Tactical Opportunities Fund II LP 4 INTERNATIONAL DRIVE RYE BROOK, NY10573 X Context|TCM Series Fund LP - Context|TCM Tactical Opportunities Series 4 INTERNATIONAL DRIVE RYE BROOK, NY10573 X Signatures TCM TACTICAL OPPORTUNITIES FUND II LPBy: Troob Capital Management LLC, its General PartnerBy: /s/ Douglas M. TroobDouglas M. Troob, Managing Member 04/22/2024 Signature of Reporting Person Date CONTEXT|TCM SERIES FUND LP - CONTEXT|TCM TACTICAL OPPORTUNITIES SERIESBy: Context|TCM Tactical Opportunities GP, LLC, its General PartnerBy: TCM Private Capital Advisors LLC, its Managing MemberBy: /s/ Douglas M. TroobDouglas M. Troob, Manager 04/22/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 3 is filed jointly by TCM Tactical Opportunities Fund II LP ("Tactical Opportunities Fund"); Troob Capital Advisors LLC ("Capital Advisors"); Context|TCM Series Fund LP - Context|TCM Tactical Opportunities Series ("Context|TCM Series"); Context|TCM Tactical Opportunities LLC ("Context|TCM LLC"); Douglas M. Troob; and Peter J. Troob (collectively, the "Reporting Persons"). ( 2 )Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 3 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. ( 3 )The Senior Secured Convertible Promissory note was originally issued on September 16, 2022 (the "Original Note"), and subsequently amended and restated December 15, 2023. The Original Note became partially convertible on March 16, 2023, and the Amended and Restated Senior Secured Convertible Promissory Note was partially convertible upon issue on December 15, 2023. ( 4 )Excluding 5,710,566 shares of Common Stock issuable upon the partial automatic conversion of the Senior Secured Promissory Note of the Issuer held by TCM Tactical Opportunities Fund II LP, which automatic conversion triggers are outside the control of the Reporting Persons. ( 5 )Securities owned directly by the fund entity listed. Capital Advisors, as the investment manager of Tactical Opportunities Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Tactical Opportunities Fund. Context|TCM LLC, as the investment manager of Context|TCM Series, may be deemed to beneficially own the shares of Common Stock beneficially owned by Context|TCM Series. Messrs. Troob and Troob, as the Managing Members of Capital Advisors and Context|TCM LLC, may be deemed to beneficially own the shares of Common Stock beneficially owned by each of Capital Advisors and Context|TCM LLC. ( 6 )Originally issued on February 8, 2021 with an expiration date of February 8, 2026, and an exercise price of $0.56, and subsequently amended on December 15, 2023, to amend the expiration date and exercise price. ( 7 )Originally issued on April 20, 2021, with an expiration date of April 20, 2026, and an exercise price of $0.56, and subsequently amended on December 15, 2023, to amend the expiration date and exercise price. ( 8 )Originally issued on September 16, 2022, with an expiration date of September 15, 2027, and an exercise price of $0.70, and subsequently amended on December 15, 2023, to amend the expiration date and exercise price.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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