Form D

FORM D

Notice of Exempt Offering of Securities

UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.

OMB APPROVAL

OMB Number: 3235-0076

Estimated Average burden hours per response: 4.0

1. Issuer's Identity

CIK (Filer ID Number)

Previous Name(s)

None

Entity Type

0002132192

Corporation

Limited Partnership

Limited Liability Company

General Partnership

Business Trust

Other

Name of Issuer

Cinnaire Fund for Housing Limited Partnership 45

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

Over Five Years Ago

Within Last Five Years (Specify Year)

2025

Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer

Cinnaire Fund for Housing Limited Partnership 45

Street Address 1

Street Address 2

C/O CINNAIRE 45, LLC

1118 SOUTH WASHINGTON

City

State/Province/Country

ZIP/Postal Code

Phone No. of Issuer

LANSING

MICHIGAN

48910

517-482-8555

3. Related Persons

Last Name

First Name

Middle Name

Cinnaire 45, LLC

N/A

Street Address 1

Street Address 2

1118 South Washington

City

State/Province/Country

ZIP/Postal Code

Lansing

MICHIGAN

48910

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

General Partner of Issuer

Last Name

First Name

Middle Name

Cinnaire Corporation

N/A

Street Address 1

Street Address 2

1118 South Washington

City

State/Province/Country

ZIP/Postal Code

Lansing

MICHIGAN

48910

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Sole Member of General Partner

Last Name

First Name

Middle Name

McDaniel

Mark

Street Address 1

Street Address 2

1118 South Washington

City

State/Province/Country

ZIP/Postal Code

Lansing

MICHIGAN

48910

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

President and Chief Executive Officer of General Partner

Last Name

First Name

Middle Name

Oumedian

Brett

Street Address 1

Street Address 2

1118 South Washington

City

State/Province/Country

ZIP/Postal Code

Lansing

MICHIGAN

48910

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Chief Financial Officer of General Partner

Last Name

First Name

Middle Name

Forth

Katey

Street Address 1

Street Address 2

1118 South Washington

City

State/Province/Country

ZIP/Postal Code

Lansing

MICHIGAN

48910

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Chief Operating Officer of General Partner

Last Name

First Name

Middle Name

Vassar

Lucius

Street Address 1

Street Address 2

2111 Woodward Avenue

Suite 600

City

State/Province/Country

ZIP/Postal Code

Detroit

MICHIGAN

48201

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Chief Legal Officer and Corporate Secretary of General Partner

Last Name

First Name

Middle Name

Everhart

Jennifer

Street Address 1

Street Address 2

1118 South Washington

City

State/Province/Country

ZIP/Postal Code

Lansing

MICHIGAN

48910

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Chief Impact Officer of General Partner

Last Name

First Name

Middle Name

Ghena

Josh

Street Address 1

Street Address 2

100 Cesar E. Chavez Ave.

Ste. 202

City

State/Province/Country

ZIP/Postal Code

Grand Rapids

MICHIGAN

49503

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

President of Cinnaire Equity Partners

Last Name

First Name

Middle Name

Strong

Donsia

Hill

Street Address 1

Street Address 2

225 West Washington Street

City

State/Province/Country

ZIP/Postal Code

Chicago

ILLINOIS

60606

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Executive Vice President of General Partner

Last Name

First Name

Middle Name

Toby

Deb

Street Address 1

Street Address 2

1118 South Washington

City

State/Province/Country

ZIP/Postal Code

Lansing

MICHIGAN

48910

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Chief People Officer of General Partner

Last Name

First Name

Middle Name

Greenberg

Sarah

Street Address 1

Street Address 2

10 E. Doty Street

Suite 617

City

State/Province/Country

ZIP/Postal Code

Madison

WISCONSIN

53703

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

President of Cinnaire Lending

Last Name

First Name

Middle Name

Laurent

Christopher

John

Street Address 1

Street Address 2

10 E. Doty Street

City

State/Province/Country

ZIP/Postal Code

Madison

WISCONSIN

53703

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

President of Cinnaire Solutions

Last Name

First Name

Middle Name

Johns

Wendell

Street Address 1

Street Address 2

5117 Warren Place

City

State/Province/Country

ZIP/Postal Code

Washington

DISTRICT OF COLUMBIA

20016

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Chairman of the Board of Directors of General Partner and Director of General Partner

Last Name

First Name

Middle Name

Taylor

Michael

Street Address 1

Street Address 2

7272 Winchester Drive

City

State/Province/Country

ZIP/Postal Code

Solon

OHIO

44139

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of General Partner

Last Name

First Name

Middle Name

Macleod

Brett

Street Address 1

Street Address 2

875 15th Street NW, 8th Flr.

City

State/Province/Country

ZIP/Postal Code

Washington

DISTRICT OF COLUMBIA

20005

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Vice Chairman of the Board of Directors of General Partner and Director of General Partner

Last Name

First Name

Middle Name

Greene III

Fred

Street Address 1

Street Address 2

5335 Wisconsin Avenue, NW

Suite 440

City

State/Province/Country

ZIP/Postal Code

Washington

DISTRICT OF COLUMBIA

20015

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Secretary of General Partner and Director of General Partner

Last Name

First Name

Middle Name

Scott

Sarida

Street Address 1

Street Address 2

100 Talon Centre Dr.

Ste. 100

City

State/Province/Country

ZIP/Postal Code

Detroit

MICHIGAN

48204

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of General Partner

Last Name

First Name

Middle Name

Anderson

Amandula

Street Address 1

Street Address 2

211 North Pennsylvania St.

Ste 2375

City

State/Province/Country

ZIP/Postal Code

Indianapolis

INDIANA

46204

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of General Partner

Last Name

First Name

Middle Name

Dudukovich

Tamara

Street Address 1

Street Address 2

713 Maryland Ave.

City

State/Province/Country

ZIP/Postal Code

Pittsburgh

PENNSYLVANIA

15232

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Treasurer of General Partner and Director of General Partner

Last Name

First Name

Middle Name

Tucker

Donald

Street Address 1

Street Address 2

277 Southview Ledge Road

City

State/Province/Country

ZIP/Postal Code

Landrum

SOUTH CAROLINA

29356

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of General Partner

Last Name

First Name

Middle Name

Moore

Dana

Street Address 1

Street Address 2

4405 East-West Highway

Ste. 306

City

State/Province/Country

ZIP/Postal Code

Bethesda

MARYLAND

20814

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of General Partner

Last Name

First Name

Middle Name

Seybert

Aaron

Street Address 1

Street Address 2

3215 W. Big Beaver Rd.

City

State/Province/Country

ZIP/Postal Code

Troy

MICHIGAN

48084

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of General Partner

Last Name

First Name

Middle Name

Brown

Dana

Street Address 1

Street Address 2

265 Franklin St., Flr. 10

City

State/Province/Country

ZIP/Postal Code

Boston

MASSACHUSETTS

02110

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of General Partner

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

*Is the issuer registered as an investment company under the Investment Company Act of 1940?
Radio button not checked

Yes

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

Health Care

Biotechnology

Health Insurance

Hospitals & Physicians

Pharmaceuticals

Other Health Care

Manufacturing

Real Estate

Commercial

Construction

REITS & Finance

Residential

Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range

Aggregate Net Asset Value Range

No Revenues

No Aggregate Net Asset Value

$1 - $1,000,000

$1 - $5,000,000

$1,000,001 - $5,000,000

$5,000,001 - $25,000,000

$25,000,001 - $50,000,000

$25,000,001 - $100,000,000

$50,000,001 - $100,000,000

Over $100,000,000

Decline to Disclose

Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii)
or (iii))

Rule 506(b)

Rule 504 (b)(1)(i)

Rule 506(c)

Rule 504 (b)(1)(ii)

Securities Act Section 4(a)(5)

Rule 504 (b)(1)(iii)

Investment Company Act Section 3(c)

7. Type of Filing

New Notice

Date of First Sale

2026-05-27

First Sale Yet to Occur

Amendment

8. Duration of Offering

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

Yes

9. Type(s) of Securities Offered (select all that apply)

Pooled Investment Fund Interests

Equity

Tenant-in-Common Securities

Debt

Mineral Property Securities

Option, Warrant or Other Right to Acquire Another Security

Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security

Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?

Yes

Clarification of Response (if Necessary)

11. Minimum Investment

Minimum investment accepted from any outside investor

1000000

USD

12. Sales Compensation

Recipient

Recipient CRD Number

None

Sean Hannan

5198343

(Associated) Broker or Dealer

None

(Associated) Broker or Dealer CRD Number

None

Moors & Cabot

594

Street Address 1

Street Address 2

One Federal Street

19th Floor

City

State/Province/Country

ZIP/Postal Code

Boston

MASSACHUSETTS

02110

State(s) of Solicitation

All States

Foreign/Non-US

DELAWARE

ILLINOIS

INDIANA

MAINE

MARYLAND

MICHIGAN

MINNESOTA

MONTANA

NEW JERSEY

OHIO

PENNSYLVANIA

WISCONSIN

13. Offering and Sales Amounts

Total Offering Amount

308000000

USD

Indefinite

Total Amount Sold

307092563

USD

Total Remaining to be Sold

907437

USD

Indefinite

Clarification of Response (if Necessary)

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

15. Sales Commissions & Finders’ Fees Expenses

Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions

USD

Estimate

Finders' Fees

USD

Estimate

Clarification of Response (if Necessary)

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. If the amount is unknown, provide an estimate and check the box next to the amount.

24224000

USD

Estimate

Clarification of Response (if Necessary)

Estimate of maximum amount of proceeds to be paid to General Partner of the Issuer and Sole Member of General Partner for expenses associated with the offering and the organization of the Issuer and for evaluating, negotiating and closing investments.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each Issuer named above is:

Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.

Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer

Signature

Name of Signer

Title

Date

Cinnaire Fund for Housing Limited Partnership 45

/s/ Brett S. Oumedian

Brett S. Oumedian

President and Chief Executive Officer of General Partner

2026-06-03