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As filed with the Securities and Exchange Commission on June 2, 2021
Securities Act File No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ☐
Post-Effective Amendment No. ☐
Trinity Capital Inc.
(Exact Name of Registrant as Specified in Charter)
3075 West Ray Road
Suite 525
Chandler, Arizona 85226
(Address of Principal Executive Offices)
(480) 374 5350
(Registrant’s Telephone Number, including Area Code)
Steven L. Brown
c/o Trinity Capital Inc.
3075 West Ray Road
Suite 525
Chandler, Arizona 85226
(Name and Address of Agent for Service)
WITH COPIES TO:
Cynthia M. Krus, Esq.
Stephani M. Hildebrandt, Esq.
Eversheds Sutherland (US) LLP
700 Sixth Street, NW
Washington, DC 20004
Tel: (202) 383-0100
Fax: (202) 637-3593
Approximate date of commencement of proposed public offering: As soon as practicable after the effective date of this Registration Statement.
☐ Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.
☒ Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.
☒ Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.
☐ Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.
☐ Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.
It is proposed that this filing will become effective (check appropriate box):
☐ when declared effective pursuant to Section 8(c) of the Securities Act.
If appropriate, check the following box:
☐ This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].
☐ This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:         .
☐ This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:         .
☐ This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:        .

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Check each box that appropriately characterizes the Registrant:
☐ Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).
☒ Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).
☐ Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).
☒ A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).
☐ Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).
☒ Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).
☐ If an Emerging Growth Company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.
☐ New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Title of Securities Being Registered
Amount Being
Registered(1)
Proposed
Maximum Aggregate
Offering Price(1)
Amount of
Registration Fee(2)
7.00% Notes due 2025
$68,410,000
$ 68,410,000 $ 7,464
(1)
Estimated pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of determining the registration fee.
(2)
The registrant previously registered for resale $73,410,000 in aggregate principal amount of its 7.00% Notes due 2025 (the “2025 Notes”) pursuant to its Registration Statement on Form N-2 (File No. 333-248850), as amended, which was declared effective on October 20, 2020 (the “Prior Registration Statement”). The registrant previously paid a registration fee of $8,010 in connection with the Prior Registration Statement and $68,410,000 in aggregate principal amount of such previously registered 2025 Notes remain unsold (the “Unsold 2025 Notes”). Accordingly, pursuant to Rule 457(p) under the Securities Act, the $7,464 registration fee paid to register the Unsold 2025 Notes is offset against the registration fee of $7,464 due in connection with the filing of this Registration Statement on Form N-2.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. The selling noteholders may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JUNE 2, 2021
PRELIMINARY PROSPECTUS
[MISSING IMAGE: lg_trinitycapital-4clr.jpg]
Up to $68,410,000 in Aggregate Principal Amount of
7.00% Notes due 2025
by the Selling Noteholders
We are a specialty lending company that provides debt, including loans and equipment financings, to growth stage companies, including venture-backed companies and companies with institutional equity investors. We define “growth stage companies” as companies that have significant ownership and active participation by sponsors, such as institutional investors or private equity firms, and expected annual revenues of up to $100 million.
We are an internally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). We intend to elect to be treated, and intend to qualify annually thereafter, as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes. As a BDC and a RIC, we are required to comply with certain regulatory requirements. See “Regulation” and “Certain U.S. Federal Income Tax Considerations.”
Our investment objective is to generate current income and, to a lesser extent, capital appreciation through our investments. We seek to achieve our investment objective by making investments consisting primarily of term loans and equipment financings and, to a lesser extent, working capital loans, equity and equity-related investments. In addition, we may obtain warrants or contingent exit fees from many of our portfolio companies, providing an additional potential source of investment returns.
As of March 31, 2021, our investment portfolio had an aggregate fair value of approximately $535.7 million and was comprised of approximately $335.7 million in secured loans, $128.0 million in equipment financings, and $72.0 million in equity and equity-related investments, including warrants, across 80 portfolio companies.
We primarily target investments in growth stage companies that have generally completed product development and are in need of capital to fund revenue growth. Our loans and equipment financings generally range from $2 million to $30 million. We are not limited to investing in any particular industry or geographic area and seek to invest in under-financed segments of the private credit markets. The debt in which we invest typically is not rated by any rating agency, but if these instruments were rated, they would likely receive a rating of below investment grade (that is, below BBB- or Baa3), which is often referred to as “high yield” or “junk.” As of March 31, 2021, the debt, including loans and equipment financings, in our portfolio had a weighted average time to maturity of approximately 3.0 years.
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”). As a result, we are subject to reduced public company reporting requirements and intend to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act.
This prospectus relates to the resale from time to time of up to $68,410,000 in aggregate principal amount our 7.00% Notes due 2025 (the “2025 Notes”) by the selling noteholders identified in this prospectus or any accompanying prospectus supplement (the “Selling Noteholders”). This prospectus does not necessarily mean that the Selling Noteholders will offer or sell any or all of the 2025 Notes. We cannot predict when or in what amounts, if any, the Selling Noteholders may sell the 2025 Notes offered by this prospectus. The prices at which the Selling Noteholders may sell the 2025 Notes will be determined by the prevailing market price for the 2025 Notes or in negotiated transactions. We are filing the registration statement, of which this prospectus forms a part, pursuant to a registration rights agreement, dated as of January 16, 2020, we entered into for the benefit of the Selling Noteholders. We will not receive any of the proceeds from the resale of the 2025 Notes.
The 2025 Notes were issued pursuant to a Base Indenture, dated as of January 16, 2020, between us and U.S. Bank National Association, as trustee (the “Trustee”), and a First Supplemental Indenture, dated as of January 16, 2020, between us and the Trustee. The 2025 Notes mature on January 16, 2025 (the “Maturity Date”), unless repurchased or redeemed in accordance with their terms prior to such date. The 2025 Notes are redeemable, in whole or in part, at any time, or from time to time, at our option, on or after January 16, 2023 at a redemption price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of redemption. The holders of the 2025 Notes do not have the option to have the 2025 Notes repaid or repurchased by us prior to the Maturity Date.
The 2025 Notes bear interest at a rate of 7.00% per year payable quarterly on March 15, June 15, September 15 and December 15 of each year, commencing on March 15, 2020. The 2025 Notes are direct, general unsecured obligations of us and rank senior in right of payment to all of our future indebtedness or other obligations that are expressly

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subordinated, or junior, in right of payment to the 2025 Notes. The 2025 Notes rank pari passu, or equal, in right of payment with all of our existing and future indebtedness or other obligations that are not so subordinated, or junior. The 2025 Notes rank effectively subordinated, or junior, to any of our future secured indebtedness or other obligations (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness. The 2025 Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities. No sinking fund is provided for the 2025 Notes. See “Description of the 2025 Notes.” As of June 2, 2021, on a consolidated basis, we had approximately $235 million of indebtedness outstanding, $60 million of which was secured indebtedness of our wholly-owned subsidiary, Trinity Funding 1, LLC, and $175 million of which was unsecured indebtedness, which amount includes the 2025 Notes.
The 2025 Notes have no history of public trading and we do not intend to list the 2025 Notes on any national securities exchange.
Investing in the 2025 Notes involves a high degree of risk, including credit risk and the risk of the use of leverage, and is highly speculative. Before buying any 2025 Notes, you should read the discussion of the material risks of investing in our securities in Risk Factors beginning on page 16 of this prospectus and any risk factors included in any accompanying prospectus supplement, if any.
This prospectus and any accompanying prospectus supplement, if any, contains important information you should know before investing in our securities. Please read this prospectus and any accompanying prospectus supplement, if any, before investing and keep it for future reference. We also file periodic and current reports, proxy statements and other information about us with the U.S. Securities and Exchange Commission (the “SEC”). This information is available free of charge by contacting us at 3075 West Ray Road, Suite 525, Chandler, Arizona 85226, calling us at (480) 374-5350 or visiting our corporate website located at www.trincapinvestment.com. Information on our website is not incorporated into or a part of this prospectus and any accompanying prospectus supplement, if any. The SEC also maintains a website at http://www.sec.gov that contains this information.
THE 2025 NOTES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is            , 2021.

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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the SEC using the “shelf” registration process. Under the shelf registration process, which constitutes a delayed offering in reliance on Rule 415 under the Securities Act, the Selling Noteholders may offer and sell, from time to time, up to $68,410,000 in aggregate principal amount of the 2025 Notes. Using the “shelf” registration process, we previously registered for resale $73,410,000 in aggregate principal amount of the 2025 Notes by the holders thereof pursuant to a registration statement on Form N-2 (File No. 333-248850), which was declared effective by the SEC on October 20, 2020 (the “Prior Registration Statement”). This offering relates to the unsold portion of such 2025 Notes registered for resale under the Prior Registration Statement.
We cannot predict when or in what amounts, if any, the Selling Noteholders may sell the 2025 Notes. The prices at which the Selling Noteholders may sell the 2025 Notes will be determined by the prevailing market price for the 2025 Notes or in negotiated transactions. This prospectus, any accompanying prospectus supplement, if any, and the documents we incorporate by reference into this prospectus provide you with a general description of the 2025 Notes that the Selling Noteholders may offer and sell, from time to time. We may provide a prospectus supplement that will contain specific information about the terms of the offering. A prospectus supplement may also add, update or change information contained in this prospectus. You should carefully read both this prospectus and any such prospectus supplement, together with any documents incorporated by reference therein, any exhibits and the additional information described or incorporated by reference under the headings “Prospectus Summary,” “Risk Factors,” “Incorporation of Certain Information By Reference,” and “Available Information” before making an investment decision.
You should rely on the information contained in this prospectus and any accompanying prospectus supplement, if any. We and the Selling Noteholders have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell these securities in any jurisdiction where such offer or sale is not permitted. This prospectus and any accompanying prospectus supplement, if any, do not constitute an offer to sell or a solicitation of any offer to buy any security other than the registered securities to which they relate. You should assume that the information in this prospectus is accurate only as of the date on the front cover of this prospectus and the information in any accompanying prospectus supplement, if any, is accurate only as of the date on the front cover of the accompanying prospectus supplement, if any. Our business, financial condition and prospects may have changed since that date. We will update this prospectus to reflect material changes to the information contained herein as required by applicable law. We encourage you to consult your own counsel, accountant and other advisors for legal, tax, business, financial and related advice regarding an investment in our securities.
In addition, this prospectus, any accompanying prospectus supplement, if any, and any document incorporated by reference may contain statistical and market data that has been obtained from industry sources and publications. These industry sources and publications generally indicate that they have obtained their information from sources believed to be reliable, but do not guarantee the accuracy and completeness of their information. Although we believe that these sources and publications are reliable, we do not represent that we have done a complete search for other industry data and you are cautioned not to give undue weight to such statistical and market data as it involves many assumptions and limitations. Further, neither we nor the Selling Noteholders in this offering have independently verified the accuracy or completeness of the statistical and market data obtained from industry sources and publications, and neither we nor the Selling Noteholders in this offering take any further responsibility for such statistical and market data. Forward-looking information obtained from these sources and publications is subject to the same qualifications and the additional uncertainties regarding the other forward-looking statements contained in this prospectus, any accompanying prospectus supplement, if any, and any document incorporated by reference.
 
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PROSPECTUS SUMMARY
This summary highlights some of the information in this prospectus. It is not complete and may not contain all of the information that you may want to consider before investing our 7.00% Notes due 2025 (the “2025 Notes”). You should carefully read the entirety of this prospectus, any accompanying prospectus supplement, if any, and any document incorporated by reference before investing in the 2025 Notes.
Throughout this prospectus, except where the context suggests otherwise:

the terms “we,” “us,” “our,” “Trinity” and “Company” refer, collectively, to the Legacy Funds (as defined below) and their respective subsidiaries, general partners, managers and managing members, as applicable prior to the consummation of the Formation Transactions (as defined below) and Trinity Capital Inc. after the consummation of the Formation Transactions; and

“Legacy Funds” refers collectively to Trinity Capital Investment, LLC (“TCI”), Trinity Capital Fund II, L.P. (“Fund II”), Trinity Capital Fund III, L.P. (“Fund III”), Trinity Capital Fund IV, L.P. (“Fund IV”) and Trinity Sidecar Income Fund, L.P. (“Sidecar Fund”) and their respective subsidiaries, general partners, managers and managing members, as applicable.
Trinity Capital Inc.
Overview
Trinity Capital Inc., a Maryland corporation, provides debt, including loans and equipment financings, to growth stage companies, including venture-backed companies and companies with institutional equity investors. Our investment objective is to generate current income and, to a lesser extent, capital appreciation through our investments. We seek to achieve our investment objective by making investments consisting primarily of term loans and equipment financings and, to a lesser extent, working capital loans, equity and equity-related investments. Our equipment financings involve loans for general or specific use, including acquiring equipment, that are secured by the equipment or other assets of the portfolio company. In addition, we may obtain warrants or contingent exit fees from many of our portfolio companies, providing an additional potential source of investment returns. The warrants entitle us to purchase preferred or common ownership shares of a portfolio company, and we typically target the amount of such warrants to scale in proportion to the amount of the debt or equipment financing. Contingent exit fees are cash fees payable upon the consummation of certain trigger events, such as a successful change of control or initial public offering of the portfolio company. In addition, we may obtain rights to purchase additional shares of our portfolio companies in subsequent equity financing rounds.
We target investments in growth stage companies, which are typically private companies, including venture-backed companies and companies with institutional equity investors. We define “growth stage companies” as companies that have significant ownership and active participation by sponsors, such as institutional investors or private equity firms, and expected annual revenues of up to $100 million. Subject to the requirements of the Investment Company Act of 1940, as amended (the “1940 Act”), we are not limited to investing in any particular industry or geographic area and seek to invest in under-financed segments of the private credit markets. The debt in which we invest typically is not rated by any rating agency, but if these instruments were rated, they would likely receive a rating of below investment grade (that is, below BBB- or Baa3), which is often referred to as “high yield” or “junk.”
We primarily seek to invest in loans and equipment financings to growth stage companies that have generally completed product development and are in need of capital to fund revenue growth. We believe a lack of profitability often limits these companies’ ability to access traditional bank financing and our in-house engineering and operations experience allows us to better understand this risk and earn what we believe to be higher overall returns and better risk-adjusted returns than those associated with traditional bank loans.
Our loans and equipment financings generally range from $2 million to $30 million and we generally limit each loan or equipment financing to approximately five percent or less of our total assets. We believe investments of this scale are generally sufficient to support near-term growth needs of most growth stage companies. We seek to structure our loans and equipment financings such that amortization of the amount invested quickly reduces our risk exposure. Leveraging the experience of our investment professionals,
 
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we seek to target companies at their growth stage of development and to identify financing opportunities ignored by the traditional direct lending community.
As of March 31, 2021, our investment portfolio had an aggregate fair value of approximately $535.7 million and was comprised of approximately $335.7 million in secured loans, $128.0 million in equipment financings, and $72.0 million in equity and equity-related investments, including warrants, across 80 portfolio companies. See “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information.
In January 2020, we issued $125 million in aggregate principal amount of the 2025 Notes in reliance upon the available exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). This offering relates to the resale from time to time of up to $68,410,000 in aggregate principal amount the 2025 Notes by the selling noteholders identified in this prospectus or any accompanying prospectus supplement, if any (the “Selling Noteholders”). We will not receive any of the proceeds from the resale of the 2025 Notes. See “Plan of Distribution” and “Selling Noteholders.”
We are an internally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company (“BDC”) under the 1940 Act. We intend to elect to be treated, and intend to qualify annually, as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes. As a BDC and a RIC, we are required to comply with certain regulatory requirements. See “Regulation” and “Certain U.S. Federal Income Tax Considerations.” For example, as a BDC, at least 70% of our assets must be assets of the type listed in Section 55(a) of the 1940 Act, as described herein.
Our History
On January 16, 2020, through a series of transactions (the “Formation Transactions”), we acquired the Legacy Funds, including their respective investment portfolios (collectively, the “Legacy Portfolio”), and Trinity Capital Holdings, LLC, a holding company whose subsidiaries managed and/or had the right to receive fees from certain of the Legacy Funds (“Trinity Capital Holdings”). In the Formation Transactions, the Legacy Funds were merged with and into the Company, and we issued 9,183,185 shares of our common stock at $15.00 per share for an aggregate amount of approximately $137.7 million and paid approximately $108.7 million in cash to the Legacy Investors to acquire the Legacy Funds and all of their respective assets, including the Legacy Portfolio.
As part of the Formation Transactions, we also acquired 100% of the equity interests of Trinity Capital Holdings, the sole member of Trinity Management IV, LLC, the investment manager to Fund IV and the sub-adviser to Fund II and Fund III, for an aggregate purchase price of $10.0 million, which was comprised of 533,332 shares of our common stock at $15.00 per share for an aggregate amount of approximately $8.0 million and approximately $2.0 million in cash. As a result of this transaction, Trinity Capital Holdings became a wholly-owned subsidiary of the Company.
On February 2, 2021, we completed our initial public offering of 8,006,291 shares of our common stock at a price of $14.00 per share, inclusive of the underwriters option to purchase additional shares, which was exercised in full. Our shares of common stock began trading on the Nasdaq Global Select Market (“Nasdaq”) on January 29, 2021 under the symbol “TRIN.” Proceeds from this offering were primarily used to pay down a portion of our existing indebtedness outstanding under the Credit Agreement (as defined below).
For additional information regarding our history and the Formation Transactions, see “Business.”
Borrowings
Through our wholly-owned subsidiary, Trinity Funding 1, LLC, we are a party to a $300 million Credit Agreement (as amended, the “Credit Agreement”) with Credit Suisse AG (“Credit Suisse”). The Credit Agreement matures on January 8, 2022, unless extended, and we have the ability to borrow up to an aggregate of $300 million. Borrowings under the Credit Agreement generally bear interest at a rate of the three- month London Inter-Bank Offered Rate (“LIBOR”) plus 3.25%. As of June 2, 2021, approximately
 
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$60 million was outstanding under the Credit Agreement. See “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
In January 2020, we issued $125 million in aggregate principal amount of the 2025 Notes in reliance upon the available exemptions from the registration requirements of the Securities Act (the “144A Note Offering”). The 2025 Notes were issued pursuant to an Indenture, dated as of January 16, 2020 (the “Base Indenture”), between us and U.S. Bank National Association, as trustee (the “Trustee”), and a First Supplemental Indenture, dated as of January 16, 2020 (the “First Supplemental Indenture” and, together with the Base Indenture, the “2025 Notes Indenture”), between us and the Trustee. The 2025 Notes mature on January 16, 2025 (the “2025 Notes Maturity Date”), unless repurchased or redeemed in accordance with their terms prior to such date, and bear interest at a rate of 7.00% per year payable quarterly on March 15, June 15, September 15 and December 15 of each year, commencing on March 15, 2020. See “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Securities Eligible for Future Sale.”
In December 2020, we issued $50 million in aggregate principal amount of our 6.00% Convertible Notes due 2025 (the “Convertible Notes”) in reliance upon the available exemptions from the registration requirements of the Securities Act (the “Convertible Notes Offering”). The Convertible Notes were issued pursuant to the Base Indenture and a Second Supplemental Indenture, dated as of December 11, 2020 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Convertible Notes Indenture”), between us and the Trustee. The Convertible Notes mature on December 11, 2025 (the “Convertible Notes Maturity Date”), unless earlier converted or repurchased in accordance with their terms prior to such date. The Convertible Notes bear interest at a rate of 6.00% per year, subject to additional interest of 0.75% per annum if we do not maintain an investment grade rating with respect to the Convertible Notes, payable semiannually on May 1 and November 1 of each year, commencing on May 1, 2021. Holders may convert their Convertible Notes, at their option, at any time on or prior to the close of business on the business day immediately preceding the Convertible Notes Maturity Date. The conversion rate is initially 66.6667 shares of our common stock, per $1,000 principal amount of the Convertible Notes (equivalent to an initial conversion price of approximately $15.00 per share of common stock). The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. Upon conversion of the Convertible Notes, we will pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election, per $1,000 principal amount of the Convertible Notes, equal to the then existing conversion rate. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Securities Eligible for Future Sale.”
We currently borrow and may continue to borrow money from time to time if immediately after such borrowing, the ratio of our total assets (less total liabilities other than indebtedness represented by senior securities) to our total indebtedness represented by senior securities plus preferred stock, if any, is at least 150%. This means that generally, we can borrow up to $2 for every $1 of investor equity. As of March 31, 2021, our asset coverage ratio was approximately 264.3%.
COVID-19 Developments
In March 2020, the outbreak of the novel coronavirus (“COVID-19”) was recognized as a pandemic by the World Health Organization. We cannot predict the full impact of the COVID-19 pandemic, including its duration in the United States and worldwide, the effectiveness of governmental responses designed to mitigate strain to businesses and the economy, and the magnitude of the economic impact of the outbreak. We have and continue to monitor and assess the impact of the COVID-19 pandemic on our portfolio companies. Our portfolio companies and, by extension, our operating results may be adversely impacted by the COVID-19 pandemic and, depending on the duration and extent of the disruption to the operations of our portfolio companies, certain portfolio companies may experience financial distress and may possibly default on their financial obligations to us and their other capital providers. An extended period of economic, financial and/or market disruption could materially affect our business, results of operations, access to sources of liquidity and financial condition. Given the fluidity of the situation, we cannot estimate the long-term impact of COVID-19 on our business, future results of operations, financial position or cash flows.
 
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In response to the COVID-19 pandemic, we instituted a temporary work-from-home policy in March 2020, during which our employees primarily worked remotely without disruption to our operations. In May 2020, we began to allow healthy employees to work in the office, if they so choose.
Our Business and Structure
Overview
We provide debt, including loans and equipment financings, to growth stage companies, including venture-backed companies and companies with institutional equity investors. Our investment objective is to generate current income and, to a lesser extent, capital appreciation through our investments. We seek to achieve our investment objective by making investments consisting primarily of term loans and equipment financings and, to a lesser extent, working capital loans, equity and equity-related investments. Our equipment financings involve loans for general or specific use, including acquiring equipment, that are secured by the equipment or other assets of the portfolio company. In addition, we may obtain warrants or contingent exit fees from many of our portfolio companies, providing an additional potential source of investment returns. The warrants entitle us to purchase preferred or common ownership shares of a portfolio company, and we typically target the amount of such warrants to scale in proportion to the amount of the debt or equipment financing. Contingent exit fees are cash fees payable upon the consummation of certain trigger events, such as a successful change of control or initial public offering of the portfolio company. In addition, we may obtain rights to purchase additional shares of our portfolio companies in subsequent equity financing rounds.
We target investments in growth stage companies with institutional investor support, experienced management teams, promising products and offerings, and large expanding markets. We define “growth stage companies” as companies that have significant ownership and active participation by sponsors and expected annual revenues of up to $100 million. These companies typically have begun to have success selling their products to the market and need additional capital to expand their operations and sales. Despite often achieving growing revenues, these types of companies typically have limited financing options to fund their growth. Equity, being dilutive in nature, is generally the most expensive form of capital available, while traditional bank financing is rarely available, given the lifecycle stage of these companies. Financing from us bridges this financing gap, providing companies with growth capital, which may result in improved profitability, less dilution for all equity investors, and increased enterprise value. Subject to the requirements of the 1940 Act, we are not limited to investing in any particular industry or geographic area and seek to invest in under-financed segments of the private credit markets.
Our loans and equipment financings may have initial interest-only periods of up to 24 months and generally fully amortize over a total term of up to 60 months. These investments are typically secured by a blanket first position lien, a specific asset lien on mission-critical assets and/or a blanket second position lien. We may also make a limited number of direct equity and equity-related investments in conjunction with our debt investments. We target growth stage companies that have recently issued equity to raise cash to offset potential cash flow needs related to projected growth, have achieved positive cash flow to cover debt service, or have institutional investors committed to providing additional funding. A loan or equipment financing may be structured to tie the amortization of the loan or equipment financing to the portfolio company’s projected cash balances while cash is still available for operations. As such, the loan or equipment financing may have a reduced risk of default. We believe that the amortizing nature of our investments will mitigate risk and significantly reduce the risk of our investments over a relatively short period. We focus on protecting and recovering principal in each investment and structure our investments to provide downside protection.
Our loans and equipment financings generally range from $2 million to $30 million and we generally limit each loan or equipment financing to approximately five percent or less of our total assets. We believe investments of this scale are generally sufficient to support near-term growth needs of most growth stage companies. We seek to structure our loans and equipment financings such that amortization of the amount invested quickly reduces our risk exposure. Leveraging the experience of our investment professionals, we seek to target companies at their growth stage of development and to identify financing opportunities ignored by the traditional direct lending community.
 
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Certain of the loans in which we invest have financial maintenance covenants, which are used to proactively address materially adverse changes in a portfolio company’s financial performance. However, we have invested in and may in the future invest in or obtain significant exposure to “covenant-lite” loans, which generally are loans that do not have a complete set of financial maintenance covenants. Generally, covenant-lite loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Accordingly, because we invest in and have exposure to covenant-lite loans, we may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants.
Management Team
We are an internally managed BDC employing 39 dedicated professionals as of March 31, 2021, including 24 investment, origination and portfolio management professionals, all of whom have experience working on investment and financing transactions. All of our employees are located in the United States.
Our management team has prior management experience, including with early stage tech startups, and employs a highly systematized approach. Our senior management team, led by Steven L. Brown, comprises the majority of the senior management team that managed the Legacy Funds and sourced their investment portfolios, and we believe is well positioned to take advantage of the potential investment opportunities available in the marketplace.

Steven L. Brown, our founder, is our Chairman and Chief Executive Officer and has 25 years of experience in venture equity and venture debt investing and working with growth stage companies.

Gerald Harder, our Chief Credit Officer, has been with Trinity since 2016, and we believe his prior 30 years of engineering and operations experience adds significant value in analyzing investment opportunities.

Kyle Brown, our President and Chief Investment Officer, has been with Trinity since 2015 and is responsible for managing Trinity’s investment activities. He has historically managed relationships with potential investment partners, including venture capital firms and technology bank lenders, allowing us to nearly triple the number of investment opportunities reviewed by our senior management after Mr. Brown joined the senior management of Trinity.

Ron Kundich, our Senior Vice President — Loan Originations, is responsible for developing relationships with our referral partners, sourcing potential investments and evaluating investment opportunities.

David Lund, our Chief Financial Officer, Executive Vice President of Finance and Strategic Planning, and Treasurer, has over 35 years of finance and executive leadership experience working with both private and publicly traded companies, including serving as Chief Financial Officer at an internally managed venture lending, publicly traded BDC during its initial stage and subsequent years of growth in assets.
All investment decisions are made by our Investment Committee (the “Investment Committee”), whose members consist of Steven L. Brown, Gerald Harder, Kyle Brown and Ron Kundich. We consider these individuals to be our portfolio managers. The Investment Committee approves proposed investments by majority consent, which majority must include Steven L. Brown, in accordance with investment guidelines and procedures established by the Investment Committee. See “Management” and “Executive Compensation” for additional information regarding these individuals.
The members of the Investment Committee have worked together in predecessor investment funds, including the Legacy Funds, and bring decades of combined experience investing in venture debt and venture capital and managing venture-backed start-ups and other public and private entities. As a result, the members of the Investment Committee have strong backgrounds in venture capital, private equity, investing, finance, operations, management and intellectual property, and have developed a strong working knowledge in these areas and a broad network of contacts. Combined, as of March 31, 2021, the members of the Investment Committee had over 75 years in aggregate of operating experience in various public and private
 
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companies, many of them venture-funded. As a group, they have managed through all aspects of the venture capital lifecycle, including participating in change of control transactions with venture-backed companies that they founded and/or served.
Potential Competitive Advantages
We believe that we are one of only a select group of specialty lenders that has our depth of knowledge, experience, and track record in lending to growth stage companies. Further, we are one of an even smaller subset of specialty lenders that offers both loans and equipment financings. Our other potential competitive advantages include:

In-house engineering and operations expertise to evaluate growth stage companies’ business products and plans.

Direct origination networks that benefit from relationships with venture banks, institutional equity investors and entrepreneurs built during the term of operations of the Legacy Funds, which began in 2008.

A dedicated staff of professionals covering credit origination and underwriting, as well as portfolio management functions.

A proprietary credit rating system and regimented process for evaluating and underwriting prospective portfolio companies.

Scalable software platforms developed during the term of operations of the Legacy Funds, which support our underwriting processes and loan monitoring functions.
For additional information regarding our potential competitive advantages, see “Business.”
Market Opportunity
We believe that an attractive market opportunity exists for providing debt and equipment financings to growth stage companies for the following reasons:

Growth stage companies have generally been underserved by traditional lending sources.

Unfulfilled demand exists for loans and equipment financings to growth stage companies due to the complexity of evaluating risk in these investments.

Debt investments with warrants are less dilutive than traditional equity financing and complement equity financing from venture capital and private equity funds.

Equity funding of growth stage companies, including venture capital backed companies, has increased steadily over the last ten years, resulting in new lending and equipment financing opportunities.

We estimate that the annual U.S. venture debt and equipment financing market in 2020 exceeded $23 billion. We believe that the equipment financing market is even more fragmented, with the majority of equipment financing providers unable to fund investments for more than $10 million. We believe there are significant growth opportunities for us to expand our market share in the venture debt market and become a one-stop shop for loans and equipment financings for growth stage companies.
Growth Stage Companies are Underserved by Traditional Lenders.   We believe many viable growth stage companies have been unable to obtain sufficient growth financing from traditional lenders, including financial services companies such as commercial banks and finance companies, because traditional lenders have continued to consolidate and have adopted a more risk-averse approach to lending. More importantly, we believe traditional lenders are typically unable to underwrite the risk associated with these companies effectively and generally refrain from lending and/or providing equipment financing to growth stage companies, instead preferring the risk-reward profile of traditional fixed asset-based lending.
Unfulfilled Demand for Loans and Equipment Financings to Growth Stage Companies.   Private capital in the form of loans and equipment financings from specialty finance companies continues to be an important
 
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source of funding for growth stage companies. We believe that the level of demand for loans and equipment financings is a function of the level of annual venture equity investment activity, and can be as much as 20% to 30% of such investment activity. We believe this market is largely served by a handful of venture banks, with whom our products generally do not compete, and a relative few term lenders and lessors.
We believe that demand for loans and equipment financings to growth stage companies is currently underserved, given the high level of activity in venture capital equity market for the growth stage companies in which we invest. We believe certain venture lending companies have begun to focus on larger investment opportunities, potentially creating additional opportunities for us in the near term. Our senior management team has seen a significant increase in the number of potential investment opportunities over the last ten years.
Debt Investments with Warrants Complement Equity Financing from Venture Capital and Private Equity Funds.   We believe that growth stage companies and their financial sponsors will continue to view debt and equipment financing as an attractive source of capital because it augments the capital provided by venture capital and private equity funds. We believe that our debt investments, including loans and equipment financings, will provide access to growth capital that otherwise may only be available through incremental equity investments by new or existing equity investors. As such, we intend to provide portfolio companies and their financial sponsors with an opportunity to diversify their capital sources.
For additional information regarding our market opportunity, see “Business.”
Investment Philosophy, Strategy and Process
We lend money in the form of term loans and equipment financings and, to a lesser extent, working capital loans to growth stage companies. Investors may receive returns from three sources  —  the loan’s interest payments or equipment financing payments and the associated contractual fees; the final principal payment; and, contingent upon a successful change of control or initial public offering, proceeds from the equity positions or contingent exit fees obtained at loan or equipment financing origination.
We primarily seek to invest in loans and equipment financings to growth stage companies that have generally completed product development and are in need of capital to fund revenue growth. We believe a lack of profitability often limits these companies’ ability to access traditional bank financing and our in-house engineering and operations experience allows us to better understand this risk and earn what we believe to be higher overall returns and better risk-adjusted returns than those associated with traditional bank loans. Leveraging the experience of our investment professionals, we seek to target companies at their growth stage of development and seek to identify financing opportunities ignored by the traditional direct lending community.
Subject to the requirements under the 1940 Act, which require that we invest at least 70% of our total assets in qualifying assets, we may also engage in other lending activities by investing in assets that are not qualifying assets under the requirements of the 1940 Act, including asset-backed lending, which may constitute up to 30% of our total assets.
We believe good candidates for loans and equipment financings appear in all business sectors. We are not limited to investing in any particular industry or geographic area and seek to invest in under-financed segments of the private credit markets. We believe in diversification and do not intend to specialize in any one sector. Our portfolio companies are selected from a wide range of industries, technologies and geographic regions. Since we focus on investing in portfolio companies alongside venture capital firms and technology banks, we anticipate that most of our opportunities will come from sectors that those sources finance. See “Business” for additional details.
Corporate Information
Our principal executive offices are located at 3075 West Ray Road, Suite 525, Chandler, Arizona 85226 and our telephone number is (480) 374-5350. Our corporate website is located at www.trincapinvestment.com. Information on our website is not incorporated into or a part of this prospectus.
 
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SPECIFIC TERMS OF THE 2025 NOTES AND THE OFFERING
This section outlines certain legal and financial terms of the 2025 Notes. You should read this section together with the more detailed description of the 2025 Notes under the heading “Description of the 2025 Notes” in this prospectus, together with any accompanying prospectus supplement, if any, and any documents incorporated by reference before investing in the 2025 Notes. Capitalized terms used in this prospectus and not otherwise defined shall have the meanings ascribed to them in the 2025 Notes Indenture.
Issuer
Trinity Capital Inc.
Title of the securities
7.00% Notes due 2025
Aggregate principal amount of the 2025 Notes being offered by the Selling Noteholders
Up to $68,410,000 in aggregate principal amount of the 2025 Notes.
The 2025 Notes were issued by us in the 144A Note Offering. The 2025 Notes are being registered for resale by the Selling Noteholders pursuant to the registration rights agreement, dated January 16, 2020 (the “2025 Notes Registration Rights Agreement”), that we entered into for the benefit of the holders of the 2025 Notes concurrently with the closing of the 144A Note Offering. See “Selling Noteholders” and “Plan of Distribution.”
This prospectus does not necessarily mean that the Selling Noteholders will offer or sell any or all of the 2025 Notes. We cannot predict when or in what amounts, if any, the Selling Noteholders may sell the 2025 Notes being offered by this prospectus. The prices at which the Selling Noteholders may sell the 2025 Notes will be determined by the prevailing market price for the 2025 Notes or in negotiated transactions.
Principal payable at maturity
100% of the aggregate principal amount outstanding; the principal amount of each 2025 Note will be payable on its stated maturity date at the corporate trust office of the trustee, paying agent, and security registrar for the 2025 Notes or at such other office as we may designate.
Type of note
Fixed rate note
Interest rate
7.00% per year
Day count basis
360-day year of twelve 30-day months
Original issue date
January 16, 2020
Stated maturity date
January 16, 2025, unless earlier repurchased or redeemed
Date interest started accruing
January 16, 2020
Interest payment dates
Every March 15, June 15, September 15 and December 15, commencing March 15, 2020. If an interest payment date falls on a non-business day, the applicable interest payment will be made on the next business day and no additional interest will accrue as a result of such delayed payment.
Interest periods
The initial interest period is the period from and including January 16, 2020, to, but excluding, the initial interest payment date, and the subsequent interest periods are the
 
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periods from and including an interest payment date to, but excluding, the next interest payment date or the stated maturity date, as the case may be.
Regular record dates for interest
Every March 1, June 1, September 1 and December 1, commencing March 1, 2020.
Specified currency
U.S. Dollars
Place of payment
The City of New York and/or such other places that may be specified in the 2025 Notes Indenture or a notice to holders of the 2025 Notes.
Business day
Each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in the City of New York or another place of payment are authorized or obligated by law or executive order to close.
Denominations
We issued the 2025 Notes in denominations of $25.
Optional redemption
The 2025 Notes may be redeemed in whole or in part at any time or from time to time at our option on or after January 16, 2023 upon not less than 30 days nor more than 60 days’ written notice by mail prior to the date fixed for redemption thereof, at a redemption price of 100% of the outstanding principal amount of the 2025 Notes plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.
Any exercise of our option to redeem the 2025 Notes will be done in compliance with the 1940 Act.
If we redeem only some of the 2025 Notes, the Trustee or The Depository Trust Company (“DTC”), as applicable, will determine the method for selection of the particular 2025 Notes to be redeemed, in accordance with the 2025 Notes Indenture and in accordance with the rules of any national securities exchange or quotation system on which the 2025 Notes are listed, if any. Unless we default in payment of the redemption price, on and after the date of redemption, interest will cease to accrue on the 2025 Notes called for redemption.
Repayment at option of holders of the 2025 Notes
Holders will not have the option to have the 2025 Notes repaid prior to the stated maturity date.
Ranking of 2025 Notes
The 2025 Notes are our direct, general unsecured obligations and rank:

pari passu with our other outstanding and future unsecured unsubordinated indebtedness, including, without limitations, $50 million in aggregate principal amount of the Convertible Notes outstanding as of June 2, 2021;

senior to any of our future indebtedness that expressly provides it is subordinated to the 2025 Notes;
 
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effectively subordinated to all of our existing and future secured indebtedness (including indebtedness that is initially unsecured in respect of which we subsequently grant a security interest), to the extent of the value of the assets securing such indebtedness; and

structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, including, without limitation, borrowings under the Credit Agreement, of which approximately $60 million was outstanding as of June 2, 2021 and is secured by the assets of our wholly-owned subsidiary, Trinity Funding 1, LLC.
As of March 31, 2021, our asset coverage ratio was approximately 264.3%. We target a leverage range of between 1.15x to 1.35x.
As of June 2, 2021, on a consolidated basis, we had approximately $235 million of total indebtedness outstanding, $60 million of which was secured indebtedness under the Credit Agreement and $175 million of which was unsecured indebtedness. Such unsecured indebtedness reflects the aggregate principal amount of 2025 Notes and Convertible Notes outstanding.
We have the ability to borrow up to $300 million under the Credit Agreement and borrowings thereunder generally bear interest at a rate of the three-month London Inter-Bank Offered Rate (“LIBOR”) plus 3.25%.
Sinking fund
The 2025 Notes are not subject to any sinking fund. A sinking fund is a reserve fund accumulated over a period of time for the retirement of debt.
Defeasance
The 2025 Notes are subject to legal and covenant defeasance by us. See “Description of the 2025 Notes  —  Defeasance.”
Other covenants . . . . . . . . . . . . . . . . . .
In addition to any covenants described elsewhere in this prospectus, the following covenants apply to the 2025 Notes:

We agree that for the period of time during which the 2025 Notes are outstanding, we will not violate Section 18(a)(1)(A) as modified by such provisions of Section 61(a) of the 1940 Act as may be applicable to us from time to time or any successor provisions, whether or not we continue to be subject to such provisions of the 1940 Act. As of the date of this prospectus, these provisions generally prohibit us from incurring additional borrowings, including through the issuance of additional debt securities, unless our asset coverage, as defined in the 1940 Act, equals at least 150% after such borrowings.

We agree that, for the period of time during which the 2025 Notes are outstanding, we will not violate Section 18(a)(1)(B) as modified by such provisions of Section 61(a) of the 1940 Act as may be applicable to us
 
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from time to time or any successor provisions. As of this prospectus, these provisions generally prohibit us from declaring any cash dividend or distribution upon any class of our capital stock, or purchasing any such capital stock if our asset coverage were below 150% at the time of the declaration of the dividend or distribution or the purchase and after deducting the amount of such dividend, distribution, or purchase. Under the covenant, we will be permitted to declare a cash dividend or distribution notwithstanding the prohibition contained in Section 18(a)(1)(B) as modified by such provisions of Section 61(a) of the 1940 Act as may be applicable to us from time to time or any successor provisions, but only up to such amount as is necessary for us to maintain our status as a RIC under Subchapter M of the Code. Furthermore, the covenant will permit us to continue paying dividends or distributions and the restrictions will not apply unless and until such time as our asset coverage (as defined in the 1940 Act, except to the extent modified by this covenant) has not been in compliance with the minimum asset coverage required by Section 18(a)(1)(B) as modified by such provisions of Section 61(a) of the 1940 Act as may be applicable to us from time to time or any successor provisions for more than six consecutive months. For the purposes of determining “asset coverage” as used above, any and all indebtedness of the Company, including any outstanding borrowings under the Credit Agreement with Credit Suisse and any successor or additional credit facility, will be deemed a senior security of us.

If, at any time, we are not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to file any periodic reports with the U.S. Securities and Exchange Commission (the “SEC”), we agree to furnish to holders of the 2025 Notes and the trustee, for the period of time during which the 2025 Notes are outstanding, our audited annual consolidated financial statements, within 90 days of our fiscal year end, and unaudited interim consolidated financial statements, within 45 days of our fiscal quarter end (other than our fourth fiscal quarter). All such financial statements will be prepared, in all material respects, in accordance with applicable United States generally accepted accounting principles, or GAAP.
Events of default
Holders of the 2025 Notes will have certain rights if an event of default occurs with respect to the 2025 Notes and is not cured. In addition to any events of default set forth in the 2025 Notes Indenture, the following shall be events of default:

We do not pay the principal of, or any premium on, any 2025 Note when due and payable at maturity;
 
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We do not pay interest on any 2025 Note when due and payable, and such default is not cured within 30 days of its due date;

We remain in breach of any other covenant in respect of the 2025 Notes for 60 days after we receive a written notice of default stating we are in breach (the notice must be sent by either the trustee or holders of at least 25% of the principal amount of the outstanding 2025 Notes);

We file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur and remain undischarged or unstayed for a period of 60 days;

Pursuant to Section 18(a)(1)(C)(ii) and Section 61 of the 1940 Act, on the last business day of each of twenty four consecutive calendar months, any class of securities will have an asset coverage (as such term is used in the 1940 Act and the rules and regulations promulgated thereunder) of less than 100% giving effect to any exemptive relief granted to us by the SEC; or

Upon the occurrence of a payment default or acceleration on any indebtedness for borrowed money (other than non-recourse indebtedness) of us or any subsidiary of us (if the aggregate principal amount of such indebtedness and such default or acceleration is not cured within 120 days of its due date), when taken together with the aggregate principal amount of any other indebtedness for borrowed money of us or any subsidiary of us as to which a payment default or an acceleration shall have occurred and shall be continuing (and such default or acceleration is not cured within 120 days of its due date), aggregates $10.0 million or more at any time.
See “Description of the 2025 Notes — Events of Default” for additional information.
Absence of a public market for the 2025 Notes
There is currently no established market for the 2025 Notes. Accordingly, we cannot assure you as to the development or liquidity of any market for the 2025 Notes. We do not intend to apply for a listing of the 2025 Notes on any securities exchange or any automated dealer quotation system.
Further issuances
We will have the ability to issue additional debt securities under the Base Indenture with terms different from the 2025 Notes and, without the consent of the holders of the 2025 Notes, to reopen the 2025 Notes and issue additional 2025 Notes under the 2025 Notes Indenture. If we issue additional debt securities, these additional debt securities could have a lien or other security interest greater than that accorded to the holders of the 2025 Notes, which are unsecured.
 
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Use of proceeds
All of the 2025 Notes being offered by the Selling Noteholders pursuant to this prospectus and any accompanying prospectus supplement, if any, will be sold by the Selling Noteholders for their own account. We will not receive any of the proceeds from the resale of the 2025 Notes.
Certain U.S. Federal Income Tax Considerations
For the U.S. federal income tax consequences of the holding and disposition of the 2025 Notes, see “Certain Material U.S. Federal Income Tax Considerations.”
Form of 2025 Notes; Book-Entry Form
The 2025 Notes are represented by a global security that has been deposited and registered in the name of DTC or its nominee. This means that, except in limited circumstances, you will not receive certificates for the 2025 Notes. Beneficial interest in the 2025 Notes are represented through book entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC. Investors may elect to hold interest in the 2025 Notes through either DTC, if they are a participant, or indirectly through organizations that are participants in DTC.
Trustee, paying agent, and security registrar
U.S. Bank National Association
Governing law
The 2025 Notes and the 2025 Notes Indenture are governed by and construed in accordance with the laws of the State of New York.
Global clearance and settlement
procedures
Interests in the 2025 Notes trade in DTC’s Same Day Funds Settlement System, and any permitted secondary market trading activity in such 2025 Notes will, therefore, be required by DTC to be settled in immediately available funds. None of the Company, the trustee or the paying agent will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.
 
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FINANCIAL HIGHLIGHTS
Information regarding our financial highlights is incorporated by reference herein from our most recent Annual Report on Form 10-K and our most recent Quarterly Report on Form 10-Q.
 
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SELECTED FINANCIAL DATA AND OTHER INFORMATION
The information in “Item 6. Selected Consolidated Financial Data” and “Item 8. Consolidated Financial Statements and Supplementary Data,” including the financial notes related thereto, of our most recent Annual Report on Form 10-K, and in “Item 1. Consolidated Statements of Assets and Liabilities” and “Item 1. Consolidated Statements of Operations,” including the financial notes related thereto, of our most recent Quarterly Report on Form 10-Q are incorporated by reference herein.
 
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RISK FACTORS
Investing in the 2025 Notes involves a number of significant risks. Before you invest in the 2025 Notes, you should be aware of various risks associated with the investment, including those described in this prospectus, any accompanying prospectus supplement, if any, “Part I, Item IA. Risk Factors” in our most recent Annual Report on Form 10-K, which is incorporated by reference herein in their entirety, “Part II, Item 1A. Risk Factors” in our most recent Quarterly Report on Form 10-Q, which is incorporated by reference herein in their entirety, and any document incorporated by reference herein. You should carefully consider these risk factors, together with all of the other information included in this prospectus and any accompanying prospectus supplement, if any, before you decide whether to make an investment in the 2025 Notes. The risks set out in this prospectus, any accompanying prospectus supplement, if any, “Part I, Item IA. Risk Factors” in our most recent Annual Report on Form 10-K, “Part II, Item 1A. Risk Factors” in our most recent Quarterly Report on Form 10-Q,” and any document incorporated by reference herein are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance. If any of the following events occur, our business, financial condition and results of operations could be materially and adversely affected. In such case, you may lose all or part of your investment.
Risks Related to the 2025 Notes
The 2025 Notes are unsecured and therefore are effectively subordinated to any secured indebtedness currently outstanding or that may be incurred in the future and rank pari passu with, or equal to, all outstanding and future unsecured unsubordinated indebtedness issued by us and our general liabilities.
The 2025 Notes are not secured by any of our assets or any of the assets of any of our subsidiaries. As a result, the 2025 Notes are effectively subordinated to any outstanding secured indebtedness as of the date of this prospectus (including the Credit Agreement) or that we or our subsidiaries may incur in the future (or any indebtedness that is initially unsecured as to which we subsequently grant a security interest) to the extent of the value of the assets securing such indebtedness. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our secured indebtedness or secured indebtedness of our subsidiaries may assert rights against the assets pledged to secure that indebtedness in order to receive full payment of their indebtedness before the assets may be used to pay other creditors, including the holders of the 2025 Notes. As of June 2, 2021, through of our wholly owned subsidiary, Trinity Funding 1, LLC, we had approximately $60 million of borrowings outstanding under the Credit Agreement. The indebtedness under the Credit Agreement is effectively senior to the 2025 Notes to the extent of the value of the assets securing such indebtedness. In addition, as of June 2, 2021, we had $50 million in aggregate principal amount of the Convertible Notes outstanding, which rank pari passu with the 2025 Notes.
The 2025 Notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries.
The 2025 Notes are obligations exclusively of Trinity Capital Inc., and not of any of our subsidiaries. None of our subsidiaries are a guarantor of the 2025 Notes, and the 2025 Notes are not required to be guaranteed by any subsidiary we may acquire or create in the future. Any assets of our subsidiaries will not be directly available to satisfy the claims of our creditors, including holders of the 2025 Notes. Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of creditors of our subsidiaries will have priority over our equity interests in such entities (and therefore the claims of our creditors, including holders of the 2025 Notes) with respect to the assets of such entities. Even if we are recognized as a creditor of one or more of these entities, our claims would still be effectively subordinated to any security interests in the assets of any such entity and to any indebtedness or other liabilities of any such entity senior to our claims. Consequently, the 2025 Notes are structurally subordinated to all indebtedness and other liabilities, including trade payables, of any of our existing or future subsidiaries. Certain of these entities serve as guarantors under the Credit Agreement, and in the future our subsidiaries may incur substantial additional indebtedness, all of which is and would be structurally senior to the 2025 Notes.
The 2025 Notes Indenture contains limited protection for holders of the 2025 Notes.
The 2025 Notes Indenture offers limited protection to holders of the 2025 Notes. The terms of the 2025 Notes Indenture and the 2025 Notes do not restrict our or any of our subsidiaries’ ability to engage in,
 
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or otherwise be a party to, a variety of corporate transactions, circumstances or events that could have an adverse impact on your investment in the 2025 Notes. In particular, the terms of the 2025 Notes Indenture and the 2025 Notes will not place any restrictions on our or our subsidiaries’ ability to:

issue securities or otherwise incur additional indebtedness or other obligations, including (1) any indebtedness or other obligations that would be pari passu, or equal, in right of payment to the 2025 Notes, (2) any indebtedness or other obligations that would be secured and therefore rank effectively senior in right of payment to the 2025 Notes to the extent of the value of the assets securing such indebtedness, (3) indebtedness or other obligations of ours that are guaranteed by one or more of our subsidiaries and which therefore are structurally senior to the 2025 Notes and (4) securities, indebtedness or other obligations incurred by our subsidiaries that would be senior to our equity interests in our subsidiaries and therefore rank structurally senior to the 2025 Notes with respect to the assets of those subsidiaries, in each case other than an incurrence of indebtedness or other obligations that would cause a violation of Section 18(a)(1)(A) as modified by Section 61(a) of the 1940 Act or any successor provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to us by the SEC. Currently, these provisions generally prohibit us from incurring additional borrowings, including through the issuance of additional debt securities, unless our asset coverage, as defined in the 1940 Act, equals at least 150% after such borrowings;

pay dividends on, or purchase or redeem or make any payments in respect of, capital stock or other securities ranking junior in right of payment to the 2025 Notes;

sell assets (other than certain limited restrictions on our ability to consolidate, merge or sell all or substantially all of our assets);

create liens (including liens on the shares of our subsidiaries) or enter into sale and leaseback transactions;

enter into transactions with affiliates;

make investments; or

create restrictions on the payment of dividends or other amounts to us from our subsidiaries.
In addition, the 2025 Notes Indenture does not require us to offer to purchase the 2025 Notes in connection with a change of control or any other event. Furthermore, the terms of the 2025 Notes Indenture and the 2025 Notes do not protect holders of the 2025 Notes in the event that we experience changes (including significant adverse changes) in our financial condition, results of operations or credit ratings, as they do not require that we or our subsidiaries adhere to any financial tests or ratios or specified levels of net worth, revenues, income, cash flow, or liquidity.
Our ability to recapitalize, incur additional debt and take a number of other actions that are not limited by the terms of the 2025 Notes may have important consequences for you as a holder of the 2025 Notes, including making it more difficult for us to satisfy our obligations with respect to the 2025 Notes or negatively affecting the trading value of the 2025 Notes to the extent such a trading market develops for the 2025 Notes.
Certain of our current debt instruments include more protections for their holders than the 2025 Notes Indenture and the 2025 Notes. In addition, other debt we issue or incur in the future could contain more protections for its holders than the Indenture and the 2025 Notes, including additional covenants and events of default. The issuance or incurrence of any such debt with incremental protections could affect the market for and trading levels and prices of the 2025 Notes to the extent such a market develops for the 2025 Notes.
If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the 2025 Notes.
Any default under the agreements governing our indebtedness or under other indebtedness to which we may be a party, that is not waived by the required lenders or holders and the remedies sought by the holders of such indebtedness could make us unable to pay principal, premium, if any, and interest on the 2025 Notes and substantially decrease the market value of the 2025 Notes.
 
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If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under our current indebtedness or other debt we may incur in the future could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation.
If our operating performance declines, we may in the future need to seek to obtain waivers from the required lenders or holders under the agreements governing our indebtedness, or other indebtedness that we may incur in the future, to avoid being in default. If we breach our covenants under the agreements governing our indebtedness and seek a waiver, we may not be able to obtain a waiver from the required lenders or holders. If this occurs, we would be in default and our lenders or debt holders could exercise their rights as described above, and we could be forced into bankruptcy or liquidation.
If we are unable to repay debt, lenders having secured obligations, including Credit Suisse under the Credit Agreement, could proceed against the collateral securing the debt. Because the 2025 Notes Indenture has cross-acceleration provisions, and any future debt will likely have, customary cross-default and cross-acceleration provisions, if the indebtedness thereunder, hereunder or under any future credit facility is accelerated, we may be unable to repay or finance the amounts due. See “Description of the 2025 Notes.”
The optional redemption provision may materially adversely affect your return on the 2025 Notes.
The 2025 Notes are redeemable in whole or in part at any time or from time to time on or after January 16, 2023 at our option. We may choose to redeem the 2025 Notes at times when prevailing interest rates are lower than the interest rate paid on the 2025 Notes. In this circumstance, you may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of the 2025 Notes being redeemed.
A downgrade, suspension or withdrawal of the rating assigned by a rating agency to us and/or the 2025 Notes, if any, could cause the market value of the 2025 Notes to decline significantly.
Any credit ratings assigned to us and/or the 2025 Notes are an assessment by rating agencies of our ability to pay our obligations. Consequently, real or anticipated changes to any such credit ratings will generally affect the market value of the 2025 Notes. These credit ratings, however, may not reflect the potential impact of risks related to market conditions generally or other factors discussed herein that could impact the market value of the 2025 Notes.
Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. Any such credit ratings should be evaluated independently from similar ratings of other securities or companies. Credit ratings are not a recommendation to buy, sell or hold any security, and may be subject to revision or withdrawal at any time by the issuing organization in its sole discretion. Neither we nor any rating agents undertake any obligation to maintain any credit ratings assigned to us and/or the 2025 Notes or to advise our stockholders or holders of the 2025 Notes of any changes to such credit ratings. There can be no assurance that any credit ratings assigned to us and/or the 2025 Notes will remain for any given period of time.
An active trading market for the 2025 Notes may not develop or be maintained, which could limit the market price of the 2025 Notes or your ability to sell them.
The 2025 Notes have no history of public trading. We do not intend to apply for listing of the 2025 Notes on any securities exchange or for quotation of the 2025 Notes on any automated dealer quotation system. If no active trading market develops, you may not be able to resell the 2025 Notes at their fair market value or at all. If the 2025 Notes are traded after their resale pursuant to this prospectus and any accompanying prospectus supplement, if any, they may trade at a discount from their offering price depending on prevailing interest rates, the market for similar securities, our credit ratings, general economic
 
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conditions, our financial condition, performance and prospects and other factors. Accordingly, we cannot assure you that a liquid trading market will develop for the 2025 Notes, that you will be able to sell your 2025 Notes at a particular time or that the price you receive when you sell will be favorable. To the extent an active trading market does not develop, the liquidity and trading price for the 2025 Notes may be harmed, and you may not be able to resell the 2025 Notes at their fair market value or at all. Accordingly, you may be required to bear the financial risk of an investment in the 2025 Notes for an indefinite period of time.
 
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, any accompanying prospectus supplement, if any, and any documents we may incorporate by reference herein contain forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. Any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends” and similar words or phrases. Accordingly, these statements are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties that could cause actual results to differ materially from those expressed in them. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of several factors more fully described under the section entitled “Risk Factors” and elsewhere in this prospectus, any accompanying prospectus supplement, if any, and any documents we may incorporate by reference herein, including the following factors, among others:

our limited operating history as a BDC;

our future operating results, including the impact of the COVID-19 pandemic;

our dependence upon our management team and key investment professionals;

our ability to manage our business and future growth;

risks related to investments in growth stage companies, other venture capital-backed companies and generally U.S. companies;

the ability of our portfolio companies to achieve their objectives;

the use of leverage;

risks related to the uncertainty of the value of our portfolio investments;

changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including as a result of the COVID-19 pandemic;

uncertainty surrounding the financial and/or political stability of the United States, the United Kingdom, the European Union, China and other countries, including as a result of the COVID-19 pandemic;

the dependence of our future success on the general economy and its impact on the industries in which we invest;

risks related to changes in interest rates, our expenses and other general economic conditions and the effect on our net investment income;

the effect of the decommissioning of LIBOR;

the effect of changes in tax laws and regulations and interpretations thereof;

the impact on our business of new or amended legislation or regulations;

risks related to market volatility, including general price and volume fluctuations in stock markets;

our ability to make distributions, including as a result of the COVID-19 pandemic; and

our ability to maintain our status as a BDC under the 1940 Act and qualify annually for tax treatment as a RIC under the Code.
All forward-looking statements are necessarily only estimates of future results, and there can be no assurance that actual results will not differ materially from expectations, and, therefore, you are cautioned not to place undue reliance on such statements. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this prospectus, any accompanying prospectus supplement, if any, and any documents we may incorporate by reference herein. Further, any forward-looking statement speaks only as of the date on which it is made in this prospectus, any accompanying prospectus supplement,
 
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if any, and any documents we may incorporate by reference herein, and we undertake no obligation to update any forward- looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Because we are an investment company, the forward-looking statements and projections contained in this prospectus, any accompanying prospectus supplement, if any, and any documents we may incorporate by reference herein are excluded from the safe harbor protection provided by Section 27A(b)(2)(B) of the Securities Act and Section 21E of the Exchange Act (the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995).
 
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USE OF PROCEEDS
All of the 2025 Notes being offered by the Selling Noteholders pursuant to this prospectus and any accompanying prospectus supplement, if any, will be sold by the Selling Noteholders for their own account. We will not receive any of the proceeds from the resales by the Selling Noteholders of the 2025 Notes.
Pursuant to the 2025 Notes Registration Rights Agreement, we will pay the fees and expenses incurred in this offering and in disposing of the 2025 Notes, including all registration and filing fees, any other regulatory fees, printing and delivery expenses, listing fees and expenses, fees and expenses of counsel, independent certified public accountants, and any special experts retained by us, and reasonable and documented fees and expenses of counsel to the Selling Noteholders in an amount not to exceed $75,000. The Selling Noteholders will be responsible for (i) all brokers’ and underwriters’ discounts and commissions, transfer taxes and transfer fees relating to the sale or disposition of the 2025 Notes, and (ii) the fees and expenses of any counsel to the Selling Noteholders exceeding $75,000.
 
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The information contained in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our most recent Annual Report on Form 10-K and in “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our most recent Quarterly Report on Form 10-Q are incorporated by reference herein and should be read in conjunction with, and are qualified by reference to, our financial statements and notes thereto included in such Annual Report on Form 10-K and such Quarterly Report on Form 10-Q, as applicable.
 
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BUSINESS
The information contained in “Part I, Item 1. Business,” “Part I, Item 2. Properties” and “Part I, Item 3. Legal Proceedings” of our most recent Annual Report on Form 10-K, and in “Part II, Item 1. Legal Proceedings” of our most recent Quarterly Report on Form 10-Q are incorporated herein by reference.
 
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SENIOR SECURITIES
Information about our senior securities as of the end of our most recently completed fiscal quarter is located in “Part I, Item 1. Consolidated Financial Statements” of our most recent Quarterly Report on Form 10-Q and as of the end of our most recently completed fiscal year is located in “Part II, Item 8. Financial Statements and Supplementary Data” of our most recent Annual Report on Form 10-K, which are incorporated by reference herein. We had no senior securities outstanding as of December 31, 2019. The report of our independent registered public accounting firm, Ernst and Young LLP, on our financial statements as of and for the year ended December 31, 2020 and for the period August 12, 2019 (date of inception) to December 31, 2019 is included in our most recent Annual Report on Form 10-K (filed on March 4, 2021) and is incorporated by reference herein.
 
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PORTFOLIO COMPANIES
The following tables set forth certain information regarding each of the portfolio companies in which we had a loan, equipment financing, equity or equity-related investment as of March 31, 2021. We will offer to make available significant managerial assistance to our portfolio companies. We may receive rights to observe the meetings of our portfolio companies’ board of directors. Other than these investments, our only relationships with our portfolio companies will be the managerial assistance we may separately provide to our portfolio companies, which services will be ancillary to our investments. We do not “control” any of our portfolio companies, as defined in the 1940 Act. In general, under the 1940 Act, we would “control” a portfolio company if we owned more than 25.0% of its voting securities and would be an “affiliate” of a portfolio company if we owned 5.0% or more of its voting securities.
Portfolio Company(1)
Industry(2)
Type of
Investment(3)
Maturity Date
Interest Rate(4)
Principal
Amount(5)
Number
of Shares
or Units
Percentage
of Class
Held on
a Fully
Diluted
Basis
Cost
Fair
Value(6)
Atieva, Inc.
125 Consitution Dr.
Menlo Park, CA 94025
Manufacturing
Equity na
Preferred Series D; Strike Price $5.13
n/a 585,022 n/a
7,600
26,772
Augmedix, Inc.
1161 Mission St, Suite 210
San Francisco, CA 94103
Professional, Scientific, and Technical Services
Warrant
September 3, 2029
Fixed interest rate 12.0%; EOT 6.5%
n/a 580,383 n/a
449
1,008
AyDeeKay LLC
32 Journey Suite 100
Aliso Viejo, CA 92656
Manufacturing
Secured Loan August 1, 2024
Variable interest rate
PRIME + 7.5% or
Floor rate 10.8%; EOT
3.0%
12,000 n/a n/a 11,981 11,988
Warrant March 30, 2028
Preferred Series G; Strike Price $35.42
n/a 6,250 n/a 31 865
Total AyDeeKay LLC
12,000
12,012
12,853
BackBlaze, Inc.
500 Ben Franklin Ct.
San Mateo, CA 94001
Professional, Scientific, and Technical Services
Equipment Financing January 1, 2023
Fixed interest rate 7.2%;
EOT 11.5%
800 n/a n/a 949 950
Equipment Financing April 1, 2023
Fixed interest rate 7.4%;
EOT 11.5%
105 n/a n/a 121 121
Equipment Financing June 1, 2023
Fixed interest rate 7.4%;
EOT 11.5%
819 n/a n/a 927 929
Equipment Financing August 1, 2023
Fixed interest rate 7.5%;
EOT 11.5%
164 n/a n/a 183 183
Equipment Financing
September 1, 2023
Fixed interest rate 7.7%;
EOT 11.5%
169 n/a n/a 188 187
Equipment Financing October 1, 2023
Fixed interest rate 7.5%;
EOT 11.5%
170 n/a n/a 188 188
Equipment Financing
November 1, 2023
Fixed interest rate 7.2%;
EOT 11.5%
571 n/a n/a 628 627
Equipment Financing December 1, 2023
Fixed interest rate 7.5%;
EOT 11.5%
759 n/a n/a 827 826
Equipment Financing January 1, 2024
Fixed interest rate 7.4%;
EOT 11.5%
663 n/a n/a 719 717
Equipment Financing February 1, 2024
Fixed interest rate 7.4%;
EOT 11.5%
678 n/a n/a 731 730
Equipment Financing March 1, 2024
Fixed interest rate 7.2%;
EOT 11.5%
591 n/a n/a 635 634
Equipment Financing April 1, 2024
Fixed interest rate 7.4%;
EOT 11.5%
179 n/a n/a 191 194
Equipment Financing May 1, 2024
Fixed interest rate 7.3%;
EOT 11.5%
1,162 n/a n/a 1,235 1,240
Equipment Financing August 1, 2024
Fixed interest rate 7.2%;
EOT 11.5%
1,254 n/a n/a 1,309 1,311
Equipment Financing October 1, 2024
Fixed interest rate 7.5%;
EOT 11.5%
225 n/a n/a 232 232
 
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Portfolio Company(1)
Industry(2)
Type of
Investment(3)
Maturity Date
Interest Rate(4)
Principal
Amount(5)
Number
of Shares
or Units
Percentage
of Class
Held on
a Fully
Diluted
Basis
Cost
Fair
Value(6)
Equipment Financing April 1, 2025
Fixed interest rate 7.2%;
EOT 11.5%
2,784 n/a n/a 2,794 2,794
Total BackBlaze, Inc.
11,093
11,857
11,863
BaubleBar, Inc.
1115 Broadway, 5th Floor
New York, NY 10010
Wholesale Trade
Secured Loan March 1, 2023
Fixed interest rate 11.5%; EOT 7.0%
5,184 n/a n/a 6,030 5,665
Warrant March 29, 2027
Preferred Series C; Strike Price $1.96
n/a 531,806 n/a 638 216
Warrant April 20, 2028
Preferred Series C; Strike Price $1.96
n/a 60,000 n/a 72 24
Total BaubleBar, Inc.
5,184
6,740
5,905
BHCosmetics, LLC
2801 Burton Ave.
Burbank, CA 91504
Manufacturing
Equipment Financing (11) April 1, 2021
Fixed interest rate 8.9%;
EOT 5.0%
n/a 59 59
Birchbox, Inc.
16 Madison Square West, 4th Floor
New York, NY 10010
New York, NY 10010
Retail Trade
Secured Loan July 1, 2024
Fixed interest rate 9.0%;
EOT 3.0%
10,000 n/a n/a 10,464 9,694
Equity na
Preferred Series D
n/a 3,140,927 100.00% 10,271 3,295
Equity na
Preferred Series E
n/a 2,002,416 100.00% 5,500 3,941
Total Birchbox, Inc.(14)
10,000
26,235
16,930
Boosted eCommerce, Inc. Retail Trade
Secured Loan January 1, 2023
Variable interest rate
PRIME + 7.8% or
Floor rate 11.0%; EOT
3.3%
5,000 n/a n/a 4,959 5,007
Secured Loan January 1, 2023
Variable interest rate
PRIME + 7.8% or
Floor rate 11.0%; EOT
3.3%
2,500 n/a n/a 2,473 2,473
Secured Loan January 1, 2023
Variable interest rate
PRIME + 7.8% or
Floor rate 11.0%; EOT
3.3%
7,500 n/a n/a 7,412 7,412
Warrant
December 14, 2030
Preferred Series A-1; Strike Price $0.84
n/a 759,263 n/a 259 179
Total Bowery Farming, Inc.
15,000
15,103
15,071
Bowery Farming, Inc.
36 W 20th St, 9th Floor
New York, NY 10011
Agriculture, Forestry, Fishing and Hunting
Equipment Financing January 1, 2023
Fixed interest rate 8.5%;
EOT 8.5%
2,193 n/a n/a 2,474 2,305
Equipment Financing February 1, 2023
Fixed interest rate 8.7%;
EOT 8.5%
2,181 n/a n/a 2,408 2,424
Equipment Financing May 1, 2023
Fixed interest rate 8.7%;
EOT 8.5%
2,756 n/a n/a 2,993 3,004
Equipment Financing January 1, 2024
Fixed interest rate 7.5%;
EOT 8.5%
9,211 n/a n/a 9,265 9,312
Warrant June 10, 2029
Common Stock; Strike
Price $5.08
n/a 68,863 n/a 410 537
Warrant
December 22, 2030
Common Stock; Strike
Price $6.24
n/a 29,925 n/a 160 234
Total Bowery Farming, Inc.
16,341
17,710
17,816
Continuity, Inc.
59 Elm St.
New Haven, CT 06510
Professional, Scientific, and Technical Services
Warrant March 29, 2026
Preferred Series C; Strike Price $0.25
n/a 1,588,806 n/a
21
33
Convercent, Inc.
929 Broadway
Denver, CO 80203
Information
Warrant
November 30, 2025
Preferred Series 1; Strike Price $0.16
n/a 3,139,579 n/a
924
1,637
 
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Portfolio Company(1)
Industry(2)
Type of
Investment(3)
Maturity Date
Interest Rate(4)
Principal
Amount(5)
Number
of Shares
or Units
Percentage
of Class
Held on
a Fully
Diluted
Basis
Cost
Fair
Value(6)
Crowdtap, Inc.
625 Broadway, 5th Floor
New York, NY 10012
Professional, Scientific, and Technical Services
Warrant
December 16, 2025
Preferred Series B; Strike Price $1.09
n/a 442,233 n/a 42 116
Warrant
November 30, 2027
Preferred Series B; Strike Price $1.09
n/a 100,000 n/a 9 26
Total Crowdtap, Inc.
51
142
Daily Pay, Inc.
55 Broad St., 29th Floor
New York, NY 10004
Finance and Insurance
Secured Loan August 1, 2023
Variable interest rate
PRIME + 7.0% or
Floor rate 12.0%; EOT
6.0%
20,000 n/a n/a 19,924 20,185
Secured Loan January 1, 2025
Variable interest rate
PRIME + 7.0% or
Floor rate 12.0%; EOT
6.0%
5,000 n/a n/a 4,972 5,018
Warrant
September 30, 2030
Common Stock; Strike
Price $3.00
n/a 89,264 n/a 150 267
Total Daily Pay, Inc.
25,000
25,046
25,470
Dandelion Energy, Inc.
335 Madison Ave., 4th Floor
New York, NY 10017
Construction
Equipment Financing April 1, 2024
Fixed interest rate 9.0%;
EOT 12.5%
429 n/a n/a 443 447
Equipment Financing
November 1, 2024
Fixed interest rate 9.2%;
EOT 12.5%
515 n/a n/a 529 531
Equipment Financing(12) December 1, 2024
Fixed interest rate 9.1%;
EOT 12.5%
522 0 n/a 536 539
Equipment Financing January 1, 2025
Fixed interest rate 9.2%;
EOT 12.5%
744 n/a n/a 756 759
Equipment Financing(12) April 1, 2025
Fixed interest rate 9.1%;
EOT 12.5%
1,159 0 n/a 1,161 1,163
Total Dandelion Energy, Inc.
3,369
3,425
3,439
Dynamics, Inc.
493 Nixon Rd.
Cheswick, PA 15024
Professional, Scientific, and Technical Services
Equity na
Preferred Series A
n/a 17,726 0.50% 390
Equity(7) na
Common Stock
n/a 15,000 0.40%
Warrant March 10, 2024
Preferred Series A; Strike Price $10.59
n/a 17,000 n/a 86
Total Dynamics, Inc.
476
E La Carte, Inc.
810 Hamilton St.
Redwood City, CA 94063
Professional, Scientific, and Technical Services
Warrant July 28, 2027
Preferred Series A; Strike Price $0.30
n/a 497,183 n/a 186 101
Warrant July 28, 2027
Preferred Series AA-1;
Strike Price $7.49
n/a 106,841 n/a 15 22
Warrant July 28, 2027
Common Stock; Strike
Price $7.49
n/a 104,284 n/a 15 21
Total E La Carte, Inc.
216
144
Edeniq, Inc.
2505 N Shirk Rd.
Visalia, CA 93291
Professional, Scientific, and Technical Services
Secured Loan(9)
September 1, 2021
Fixed interest rate 13.0%; EOT 9.5%
2,328 n/a 434 434
Secured Loan(9)
September 1, 2021
Fixed interest rate 13.0%; EOT 9.5%
1,745 n/a 279 279
Equity(7) na
Preferred Series B
n/a 7,807,499 45.0%
Equity(7) na
Preferred Series C
n/a 2,441,082 29.1%
Equity(7) na
Convertible Notes(10)
1,303 n/a
Warrant(7)
September 1, 2026
Preferred Series B; Strike Price $0.22
n/a 2,685,501 n/a
Warrant(7)
December 23, 2026
Preferred Series B; Strike Price $0.01
n/a 1,092,336 n/a
 
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Portfolio Company(1)
Industry(2)
Type of
Investment(3)
Maturity Date
Interest Rate(4)
Principal
Amount(5)
Number
of Shares
or Units
Percentage
of Class
Held on
a Fully
Diluted
Basis
Cost
Fair
Value(6)
Warrant(7)
December 23, 2026
Preferred Series B; Strike Price $0.01
n/a 1,092,336 n/a
Warrant(7) March 12, 2028
Preferred Series C; Strike Price $0.44
n/a 5,106,972 n/a
Warrant(7) October 15, 2028
Preferred Series C; Strike Price $0.01
n/a 3,850,294 n/a
Total Edeniq, Inc.(14)
5,376
713
713
Egomotion Corporation
729 Minna St.
San Francisco, CA 94103
Real Estate
Warrant(7)
December 10, 2028
Preferred Series A; Strike Price $1.32
60,786 n/a 30
Warrant June 29, 2028
Preferred Series A; Strike Price $1.32
n/a 121,571 n/a 219 59
Total Egomotion Corporation
219
89
Emergy, Inc. Professional, Scientific, and Technical Services
Equipment Financing May 1, 2024
Fixed interest rate 9.1%;
EOT 5.0%
554
n/a n/a
558
558
Equipment Share, Inc.
2035 W Mountain View Rd
Phoenix, AZ 85021
Rental and Leasing Services
Equipment Financing July 1, 2023
Fixed interest rate 10.7%; EOT 5.0%
6,872 n/a n/a 7,072 7,117
Equipment Financing August 1, 2023
Fixed interest rate 10.1%; EOT 5.0%
790 n/a n/a 811 816
Equipment Financing
September 1, 2023
Fixed interest rate 10.2%; EOT 5.0%
1,750 n/a n/a 1,791 1,800
Equipment Financing October 1, 2023
Fixed interest rate 10.4%; EOT 5.0%
3,149 n/a n/a 3,210 3,224
Equipment Financing October 1, 2024
Fixed interest rate 8.3%;
EOT 10.0%
404 n/a n/a 415 415
Equipment Financing
November 1, 2023
Fixed interest rate 10.4%; EOT 5.0%
749 n/a n/a 761 770
Equipment Financing
November 1, 2023
Fixed interest rate 10.5%; EOT 5.0%
2,363 n/a n/a 2,402 2,428
Equipment Financing December 1, 2023
Fixed interest rate 10.1%; EOT 5.0%
2,305 n/a n/a 2,337 2,361
Equipment Financing January 1, 2024
Fixed interest rate 10.1%; EOT 5.0%
1,850 n/a n/a 1,870 1,887
Equipment Financing January 1, 2024
Fixed interest rate 10.5%; EOT 5.0%
736 n/a n/a 743 750
Equipment Financing February 1, 2024
Fixed interest rate 10.6%; EOT 5.0%
1,363 n/a n/a 1,372 1,372
Equipment Financing March 1, 2024
Fixed interest rate 10.6%; EOT 5.0%
1,791 n/a n/a 1,798 1,798
Equipment Financing April 1, 2024
Fixed interest rate 10.7%; EOT 5.0%
1,913 n/a n/a 1,918 1,918
Total Equipment Share, Inc.
26,035
26,500
26,656
Everalbum, Inc.
1 Letterman Dr., Building C, Suite 3500
San Francisco, CA 94129
Information
Warrant July 29, 2026
Preferred Series A; Strike Price $0.10
n/a 851,063 n/a
24
4
Figg, Inc.
8910 University Center Ln.,
Suite 400
San Diego, CA 92122
Information
Warrant(7) March 31, 2028
Common Stock; Strike
Price $0.07
935,198 n/a
Firefly Systems, Inc.
488 8th St.
San Francisco, CA 94103
Information
Equipment Financing February 1, 2023
Fixed interest rate 9.0%;
EOT 10.0%
3,511 n/a n/a 3,734 3,701
Equipment Financing
September 1, 2023
Fixed interest rate 9.0%;
EOT 10.0%
2,939 n/a n/a 3,085 3,078
Equipment Financing October 1, 2023
Fixed interest rate 9.0%;
EOT 10.0%
355 n/a n/a 371 370
 
29

TABLE OF CONTENTS
 
Portfolio Company(1)
Industry(2)
Type of
Investment(3)
Maturity Date
Interest Rate(4)
Principal
Amount(5)
Number
of Shares
or Units
Percentage
of Class
Held on
a Fully
Diluted
Basis
Cost
Fair
Value(6)
Warrant January 29, 2030
Common Stock; Strike
Price $1.14
n/a 133,147 n/a 282 113
Total Firefly Systems, Inc.
6,805
7,472
7,262
Footprint International Holding, Inc.
250 E. Germann Rd.
Gilbert, Arizona 85927
Manufacturing
Equipment Financing March 1, 2024
Fixed interest rate 10.3%; EOT 8.0%
13,771 n/a n/a 14,374 14,468
Secured Loan July 1, 2024
Fixed interest rate 12.0%; EOT 9.0%
7,000 n/a n/a 7,153 7,226
Warrant February 14, 2030
Common Stock; Strike
Price $0.31
n/a 26,852 n/a 5 90
Warrant June 22, 2030
Common Stock; Strike
Price $0.31
n/a 10,836 n/a 4 36
Total Footprint International
Holding, Inc.
20,771
21,536
21,820
Gobble, Inc.
282 2nd St., Suite 300
San Francisco, CA 94105
Retail Trade
Secured Loan July 1, 2023
Fixed interest rate 11.3%; EOT 6.0%
3,151 n/a n/a 3,276 3,310
Secured Loan July 1, 2023
Fixed interest rate 11.5%; EOT 6.0%
1,584 n/a n/a 1,646 1,663
Warrant
December 27, 2029
Common Stock; Strike
Price $1.20
n/a 10,000 n/a 617 425
Warrant May 9, 2028
Common Stock; Strike
Price $1.22
n/a 74,635 n/a 73 57
Total Gobble, Inc.
4,735
5,612
5,455
Gobiquity, Inc.
4400 N. Scottsdale Rd., Suite 815
Scottsdale, AZ 85251
Information
Equipment Financing April 1, 2022
Fixed interest rate 7.55%; EOT 20.0%
239
n/a n/a
349
347
Grandpad, Inc. Wholesale Trade
Equipment Financing June 1, 2023
Fixed interest rate 10.6%; EOT 5.0%
2,633 n/a n/a 2,666 2,686
Equipment Financing July 1, 2023
Fixed interest rate 10.8%; EOT 5.0%
3,327 n/a n/a 3,354 3,379
Total Grandpad, Inc.
5,960
6,020
6,065
Greenlight Biosciences Inc. Professional, Scientific, and Technical Services
Equipment Financing April 1, 2024
Fixed interest rate 9.7%;
EOT 8.0%
3,341 n/a n/a 3,285 3,285
Warrant March 29, 2031
Common Stock; Strike
Price $0.81
n/a 219,839 n/a 138 139
Total GrubMarket, Inc.
3,341
3,423
3,424
GrubMarket, Inc.
1925 Jerrold Ave
San Francisco, CA 94124
Wholesale Trade
Warrant June 15, 2030
Common Stock; Strike
Price $1.10
n/a 405,000 n/a
116
623
Gtxcel, Inc.
2855 Telegraph Ave., Suite 600
Berkeley, CA 94705
Information
Warrant
September 24, 2025
Preferred Series C; Strike Price $0.21
n/a 1,000,000 n/a 83 11
Warrant
September 24, 2025
Preferred Series D; Strike Price $0.21
n/a 1,000,000 n/a 83
Total Gtxcel, Inc.
166
11
Happiest Baby, Inc.
3115 South La Cienega Blvd.
Los Angeles, CA 90016
Manufacturing
Equipment Financing
September 1, 2022
Fixed interest rate 8.4%;
EOT 9.5%
794 n/a n/a 915 889
Equipment Financing
November 1, 2022
Fixed interest rate 8.6%;
EOT 9.5%
653 n/a n/a 739 743
Equipment Financing January 1, 2023
Fixed interest rate 8.6%;
EOT 9.5%
635 n/a n/a 703 711
 
30

TABLE OF CONTENTS
 
Portfolio Company(1)
Industry(2)
Type of
Investment(3)
Maturity Date
Interest Rate(4)
Principal
Amount(5)
Number
of Shares
or Units
Percentage
of Class
Held on
a Fully
Diluted
Basis
Cost
Fair
Value(6)
Equipment Financing June 1, 2023
Fixed interest rate 8.2%;
EOT 9.5%
816 n/a n/a 879 880
Equipment Financing January 1, 2024
Fixed interest rate 7.8%;
EOT 9.5%
1,156 n/a n/a 1,193 1,200
Equipment Financing May 1, 2025
Fixed interest rate 8.4%;
EOT 9.5%
955 n/a n/a 965 965
Warrant May 16, 2029
Common Stock; Strike
Price $0.33
n/a 182,554 n/a 193 162
Total Happiest Baby
5,009
5,587
5,550
Health-Ade, LLC
24325 Crenshaw Blvd., Suite 128
Torrance, CA 90505
Manufacturing
Equipment Financing February 1, 2022
Fixed interest rate 9.4%;
EOT 15.0%
1,059 n/a n/a 1,615 1,599
Equipment Financing April 1, 2022
Fixed interest rate 8.6%;
EOT 15.0%
634 n/a n/a 900 894
Equipment Financing July 1, 2022