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As filed with the Securities and Exchange Commission on July 9, 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)
1 N. 1st Street
3rd Floor
Phoenix, Arizona 85004
(Address of Principal Executive Offices)
(480) 374 5350
(Registrant’s Telephone Number, including Area Code)
Steven L. Brown
c/o Trinity Capital Inc.
1 N. 1st Street
3rd Floor
Phoenix, Arizona 85004
(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: From time to time 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
Proposed Maximum
Offering Price Per
Unit
Proposed Maximum
Aggregate Offering
Price(1)
Amount of
Registration Fee(1)
Common Stock, $0.001 par value per share(2)(3)
Preferred Stock, $0.001 par value per share(2)
Subscription Rights(2)
Warrants(4)
Debt Securities(5)
Total(6)
$ 250,000,000 $ 27,275
(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. The proposed maximum offering price per security will be determined, from time to time, by Trinity Capital Inc. (the “Registrant”) in connection with the sale of the securities registered under this Registration Statement.
(2)
Subject to note 6 below, there is being registered hereunder an indeterminate number of shares of common stock, preferred stock, or subscription rights as may be sold, from time to time.
(3)
Includes such indeterminate number of shares of the Registrant’s common stock as may, from time to time, be issued upon conversion or exchange of other securities registered hereunder, to the extent any such securities are, by their terms, convertible or exchangeable for common stock.
(4)
Subject to note 6 below, there is being registered hereunder an indeterminate number of the Registrant’s warrants as may be sold, from time to time, representing rights to purchase common stock, preferred stock or debt securities of the Registrant.
(5)
Subject to note 6 below, there is being registered hereunder an indeterminate number of debt securities of the Registrant as may be sold, from time to time. If any debt securities of the Registrant are issued at an original issue discount, then the offering price shall be in such greater principal amount as shall result in an aggregate price to investors not to exceed $250,000,000.
(6)
In no event will the aggregate offering price of all securities issued from time to time by the Registrant pursuant to this Registration Statement exceed $250,000,000.
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. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JULY 9, 2021
PROSPECTUS
$250,000,000
[MISSING IMAGE: lg_trinitycapital-4clr.jpg]
TRINITY CAPITAL INC.
Common Stock
Preferred Stock
Warrants
Subscription Rights
Debt Securities
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.
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.”
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.
We may offer, from time to time, in one or more offerings or series, up to $250,000,000 of our common stock, preferred stock, debt securities, subscription rights to purchase shares of our common stock, and/or warrants representing rights to purchase shares of our common stock, preferred stock or debt securities (collectively, the “securities”). The preferred stock, debt securities, subscription rights and warrants offered hereby may be convertible or exchangeable into shares of our common stock. The securities may be offered at prices and on terms to be described in one or more supplements to this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest in our securities.
In the event we offer common stock, the offering price per share of our common stock less any underwriting discounts or commissions generally will not be less than the net asset value per share of our common stock at the time we make the offering. However, we may issue shares of our common stock pursuant to this prospectus and any accompanying prospectus supplement at a price per share that is less than our net asset value per share (i) in connection with a rights offering to our existing stockholders, (ii) with the prior approval of the majority of our common

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stockholders (as defined in the 1940 Act), or (iii) under such other circumstances as the U.S. Securities and Exchange Commission (the “SEC”) may permit. At our 2021 Annual Meeting of Stockholders held on June 17, 2021, our stockholders voted to allow us to issue common stock at a price below net asset value per share for the period ending on the earlier of the one-year anniversary of the date of our 2021 Annual Meeting of Stockholders and the date of our 2022 Annual Meeting of Stockholders, which is expected to be held in May or June 2022. We may seek similar approval at subsequent meetings of stockholders. The proposal approved by our stockholders at our 2021 Annual Meeting of Stockholders did not specify a maximum discount below net asset value at which we are able to issue our common stock, although the number of shares sold in one or more offerings may not exceed 25% of our outstanding common stock as of the date of stockholder approval of this proposal. We cannot issue shares of our common stock below net asset value unless our board of directors determines that it would be in our and our stockholders’ best interests to do so. Sales of common stock at prices below net asset value per share dilute the interests of existing stockholders, have the effect of reducing our net asset value per share and may reduce our market price per share. In addition, continuous sales of common stock below net asset value may have a negative impact on total returns and could have a negative impact on the market price of our shares of common stock. See “Sales of Common Stock Below Net Asset Value.”
The securities may be offered directly to one or more purchasers, including existing stockholders in a rights offering, or through agents designated from time to time by us, or to or through underwriters or dealers. Each prospectus supplement relating to an offering will identify any agents or underwriters involved in the sale of the securities, and will disclose any applicable purchase price, fee, discount or commissions arrangement between us and our agents or underwriters or among our underwriters or the basis upon which such amount may be calculated. See “Plan of Distribution.”
Our common stock is traded on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “TRIN.” On July 7, 2021, the last reported sales price of our common stock on Nasdaq was $14.35 per share. The net asset value per share of our common stock at March 31, 2021 (the last date prior to the date of this prospectus for which we reported net asset value) was $13.69.
Investing in our securities involves a high degree of risk, including credit risk, the risk of the use of leverage and the risk of dilution, and is highly speculative. In addition, shares of closed-end investment companies, including BDCs, frequently trade at a discount to their net asset values. If our shares of our common stock trade at a discount to our net asset value, it will likely increase the risk of loss for purchasers in an offering made pursuant to this prospectus or any related prospectus supplement. Before investing in our securities, you should read the discussion of the material risks of investing in our securities, including the risk of leverage and dilution, in “Risk Factors” beginning on page 12 of this prospectus or otherwise incorporated by reference herein and included in, or incorporated by reference into, the applicable prospectus supplement and in any free writing prospectuses we have authorized for use in connection with a specific offering, and under similar headings in the other documents that are incorporated by reference into this prospectus.
This prospectus describes some of the general terms that may apply to an offering of our securities. We will provide the specific terms of these offerings and securities in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The accompanying prospectus supplement and any related free writing prospectus may also add, update, or change information contained in this prospectus. You should carefully read this prospectus, the accompanying prospectus supplement, any related free writing prospectus and the documents incorporated by reference herein, before investing in our securities and keep them for future reference. We also file periodic and current reports, proxy statements and other information about us with the SEC. This information is available free of charge by contacting us at 1 N. 1st Street, 3rd Floor, Phoenix, Arizona 85004, 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. The SEC also maintains a website at http://www.sec.gov that contains this information.
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.
This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement.
The date of this prospectus is            , 2021.

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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with the SEC, using the “shelf” registration process. Under this shelf registration statement, we may offer, from time to time, in one or more offerings, up to $250,000,000 of our common stock, preferred stock, debt securities, subscription rights to purchase shares of our common stock, and/or warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, on terms to be determined at the time of the offering. See “Plan of Distribution” for more information.
This prospectus provides you with a general description of the securities that we may offer. Each time we use this prospectus to offer securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. In a prospectus supplement or free writing prospectus, we may also add, update, or change any of the information contained in this prospectus or in the documents we have incorporated by reference into this prospectus. This prospectus, together with the applicable prospectus supplement, any related free writing prospectus, and the documents incorporated by reference into this prospectus and the applicable prospectus supplement, will include all material information relating to the applicable offering. Before buying any of the securities being offered, please carefully read this prospectus, any accompanying prospectus supplement, any free writing prospectus and the documents incorporated by reference in this prospectus and any accompanying prospectus supplement.
This prospectus may contain estimates and information concerning our industry, including market size and growth rates of the markets in which we participate, that are based on industry publications and other third-party reports. This information involves many assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and reports. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described or referenced in the section titled “Risk Factors,” that could cause results to differ materially from those expressed in these publications and reports.
This prospectus includes summaries of certain provisions contained in some of the documents described in this prospectus, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed or incorporated by reference, or will be filed or incorporated by reference, as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described in the section titled “Available Information.”
You should rely only on the information included or incorporated by reference in this prospectus, any prospectus supplement or in any free writing prospectus prepared by us or on our behalf or to which we have referred you. We have not authorized any dealer, salesperson or other person to provide you with different information or to make representations as to matters not stated in this prospectus, in any accompanying prospectus supplement or in any free writing prospectus prepared by us or on our behalf or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus, any accompanying prospectus supplement and any free writing prospectus prepared by us or on our behalf or to which we have referred you do not constitute an offer to sell, or a solicitation of an offer to buy, any securities by any person in any jurisdiction where it is unlawful for that person to make such an offer or solicitation or to any person in any jurisdiction to whom it is unlawful to make such an offer or solicitation. You should not assume that the information included or incorporated by reference in this prospectus, in any accompanying prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective dates. Our financial condition, results of operations and prospects may have changed since any such date. To the extent required by law, we will amend or supplement the information contained or incorporated by reference in this prospectus and any accompanying prospectus supplement to reflect any material changes to such information subsequent to the date of the prospectus and any accompanying prospectus supplement and prior to the completion of any offering pursuant to the prospectus and any accompanying prospectus supplement.
 
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PROSPECTUS SUMMARY
This summary highlights some of the information included elsewhere in this prospectus or incorporated by reference. It is not complete and may not contain all of the information that you may want to consider before investing in our securities. You should carefully read the entire prospectus, the applicable prospectus supplement, and any related free writing prospectus, including the risks of investing in our securities discussed in the section titled “Risk Factors” in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus and the applicable prospectus supplement. Before making your investment decision, you should also carefully read the information incorporated by reference into this prospectus, including our financial statements and related notes, and the exhibits to the registration statement of which this prospectus is a part.
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.
 
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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.
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.
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 July 7, 2021, approximately $70 million was outstanding under the Credit Agreement. For information regarding the discontinuation of LIBOR, please refer to the risk factor entitled “We are exposed to risks associated with changes in interest rates” in
 
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“Part II, Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q filed with the SEC on May 6, 2021, and any updates or supplements to such risk factor included in future Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. See also “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information regarding the Credit Agreement.
In January 2020, we issued $125 million in aggregate principal amount of our 7.00% Notes due 2025 (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”), at an original issuance price of 97.376% of the aggregate principal thereof, 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 net asset value per share of our common stock at September 30, 2020 (the last date prior to the issuance of the Convertible Notes for which we reported net asset value) was $13.01. 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%.
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
 
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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.
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.
 
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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 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.
 
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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 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
 
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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 1 N. 1st Street, 3rd Floor, Phoenix, Arizona 85004 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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FEES AND EXPENSES
The following table is intended to assist you in understanding the costs and expenses that you will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. The expenses shown in the table under “Annual expenses” are based on estimated amounts for our current fiscal year. The following table should not be considered a representation of our future expenses. Actual expenses may be greater or less than shown. Except where the context suggests otherwise, whenever this prospectus contains a reference to fees or expenses paid by “us” or “the Company” or that “we” will pay fees or expenses, you will indirectly bear these fees or expenses as an investor in the Company.
Stockholder transaction expenses:
Sales load (as a percentage of offering price)
(1)
Offering expenses (as a percentage of offering price)
(2)
Distribution reinvestment plan expenses
$ 15.00(3)
Total stockholder transaction expenses (as a percentage of offering price)
Annual expenses (as a percentage of net assets attributable to common stock):
Operating expenses
6.03%(4)
Interest payments on borrowed funds
6.12%(5)
Total annual expenses
12.15%(6)
(1)
In the event that the securities are sold to or through underwriters, a related prospectus supplement will disclose the applicable sales load (underwriting discount or commission).
(2)
A related prospectus supplement will disclose the estimated amount of offering expenses, the offering price and the estimated amount of offering expenses borne by the Company as a percentage of the offering price.
(3)
The expenses of our distribution reinvestment plan are included in “Operating expenses.” The plan administrator’s fees will be paid by us. There will be no brokerage charges or other charges to stockholders who participate in our distribution reinvestment plan except that, if a participant elects by written notice to the plan administrator prior to termination of the participant’s account to have the plan administrator sell part or all of the shares held by the plan administrator in the participant’s account and remit the proceeds to the participant, the plan administrator is authorized to deduct a $15.00 transaction fee plus a $0.12 per share brokerage commission from the proceeds. For additional information, see “Distribution Reinvestment Plan.”
(4)
Operating expenses represent the estimated annual operating expenses of the Company and its consolidated subsidiaries based on annualized operating expenses estimated for the current fiscal year, which considers the actual expenses for the quarter ended March 31, 2021. We do not have an investment adviser and are internally managed by our executive officers under the supervision of the Board. As a result, we do not pay investment advisory fees, but instead we pay the operating costs associated with employing investment management professionals including, without limitation, compensation expenses related to salaries, discretionary bonuses and grants of options and restricted stock, if any.
Operating expenses include the fees and expenses incident to (i) our amended and restated registration rights agreement, dated December 15, 2020, related to certain shares of our common stock (the “Common Stock Registration Rights Agreement”), (ii) our registration rights agreement, dated January 16, 2020, related to the 2025 Notes (the “2025 Notes Registration Rights Agreement”), including the 2025 Notes registered for resale pursuant to such agreement, and (iii) the Convertible Notes and/or shares of our common stock issued upon conversion of such notes registered for resale pursuant to the registration statement of which this prospectus is a part, in accordance with the Convertible Notes Registration Rights Agreement. With respect to our obligations under such agreements, we estimate that we will incur an aggregate of approximately $450,000 of such fees and expenses.
 
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(5)
Interest payments on borrowed funds represents an estimate of our annualized interest expense based on current borrowings under the Credit Agreement with Credit Suisse, the 2025 Notes and the Convertible Notes, as adjusted for any potential additional borrowings. The assumed weighted average interest rate on our total debt outstanding was 7.03%. Assumes we had $90 million outstanding under the Credit Agreement, $125 million in aggregate principal amount of the 2025 Notes outstanding, $50 million in aggregate principal amount of the Convertible Notes outstanding, and $50 million in additional debt outstanding. We may borrow additional funds from time to time to make investments to the extent we determine that the economic situation is conducive to doing so. We may also issue additional debt securities or preferred stock, subject to our compliance with applicable requirements under the 1940 Act.
(6)
The holders of shares of our common stock indirectly bear the cost associated with our annual expenses.
Example
The following example demonstrates the projected dollar amount of total cumulative expenses over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed we would have no additional leverage and that our annual operating expenses would remain at the levels set forth in the table above. The stockholder transaction expenses described above are included in the following example.
1 year
3 years
5 years
10 years
You would pay the following expenses on a $1,000 investment, assuming a
5% annual return from realized capital gains
$ 117 $ 327 $ 508 $ 858
The foregoing table is to assist you in understanding the various costs and expenses that an investor in our common stock will bear directly or indirectly. While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. In addition, while the example assumes reinvestment of all dividends and distributions at net asset value, if our Board authorizes and we declare a cash dividend, participants in our distribution reinvestment plan who have not otherwise elected to receive cash will receive a number of shares of our common stock, determined by dividing the total dollar amount of the dividend payable to a participant by the market price per share of our common stock at the close of trading on the valuation date for the dividend. See “Distribution Reinvestment Plan” for additional information regarding our distribution reinvestment plan.
This example and the expenses in the table above should not be considered a representation of our future expenses, and actual expenses (including the cost of debt, if any, and other expenses) may be greater or less than those shown.
 
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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 our securities involves a number of significant risks. Before you invest in our securities, you should be aware of and carefully consider the various risks associated with the investment, including those described in this prospectus, any accompanying prospectus supplement, any related free writing prospectus we may authorize in connection with a specific offering, “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, any accompanying prospectus supplement and any related free writing prospectus we may authorize in connection with a specific offering, before you decide whether to make an investment in our securities. The risks set out and described in these documents 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. Please also read carefully the section titled “Special Note Regarding Forward-Looking Statements.”
 
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, any accompanying prospectus supplement, any related free writing prospectus 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 or referenced under the section entitled “Risk Factors” and elsewhere in this prospectus, any accompanying prospectus supplement, any related free writing prospectus 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 novel coronavirus (“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, any related free writing prospectus 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
 
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accompanying prospectus supplement, any related free writing prospectus 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
Unless otherwise specified in any applicable prospectus supplement or in any free writing prospectus we have authorized for use in connection with a specific offering, we intend to use the net proceeds from the sale of our securities pursuant to this prospectus for general corporate purposes, which may include, among other things, investing in accordance with our investment objective and strategies, repayment of any outstanding indebtedness, paying operating expenses and other general corporate purposes.
We anticipate that substantially all of the net proceeds of an offering of securities pursuant to this prospectus and any applicable prospectus supplement or free writing prospectus will be used for the above purposes within three months of any such offering, depending on the availability of appropriate investment opportunities consistent with our investment objective, but no longer than within six months of any such offerings.
Pending such uses and investments, we intend to invest any net proceeds from an offering primarily in cash, cash equivalents, U.S. government securities and other high-quality investment grade investments that mature in one year or less from the date of investment. The income we earn on such temporary investments generally will be less than what we would expect to receive from investments in the types of investments we intend to target. Our ability to achieve our investment objective may be limited to the extent that the net proceeds from an offering, pending full investment, are held in interest-bearing deposits or other short-term instruments. The prospectus supplement relating to an offering will more fully identify the use of proceeds from any offering.
 
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PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS
The following information is qualified by reference to, and should be read in conjunction with, the information in our most recent Annual Report on Form 10-K and in our most recent Quarterly Report on Form 10-Q regarding the price range of our common stock, distributions and stockholders of record, which is incorporated by reference herein.
Market Information
Our common stock began trading on the Nasdaq Global Select Market (“Nasdaq”) on January 29, 2021 under the symbol “TRIN” in connection with our initial public offering of shares of our common stock, which closed on February 2, 2021 (“IPO”). Prior to our IPO, the shares of our common stock were offered and sold in transactions exempt from registration under the Securities Act. As such, there was no public market for shares of our common stock during our fiscal quarters and years preceding December 31, 2020. Shares of BDCs may trade at a market price that is less than the value of the net assets attributable to those shares. The possibility that our shares of common stock will trade at a discount from net asset value per share or at premiums that are unsustainable over the long term are separate and distinct from the risk that our net asset value per share will decrease. It is not possible to predict whether our common stock will trade at, above, or below net asset value per share. See “Risk Factors” in this prospectus and in our most recent Annual Report on Form 10-K and our most recent Quarterly Report on Form 10-Q, as well as in any subsequent SEC filing for more information.
The following table sets forth the net asset value per share of our common stock, the range of high and low closing sales prices of our common stock reported on Nasdaq, the closing sales price as a premium (discount) to net asset value and the dividends declared by us in each fiscal quarter since we began trading on Nasdaq. On July 7, 2021, the last reported closing sales price of our common stock on Nasdaq was $14.35 per share, which represented a premium of approximately 4.8% to our net asset value per share of $13.69 as of March 31, 2021, the last date prior to the date of this prospectus for which we reported net asset value. As of July 7, 2021, we had approximately 170 stockholders of record, which does not include stockholders for whom shares are held in nominee or “street” name.
Class and Period
Net Asset
Value(1)
Price Range
Low
Sales Price
Premium
(Discount) to
Net Asset
Value(2)
High
Sales Price
Premium
(Discount) to
Net Asset
Value(2)
Cash
Dividend
Per Share(3)
High
Low
Year ending December 31, 2021
Third Quarter (through July 7, 2021)
* $ 14.44 $ 14.31 * * *
Second Quarter
* $ 15.00 $ 14.10 * * $ 0.29
First Quarter(4)
$ 13.69 $ 15.65 $ 13.75 14.3% 0.4% $ 0.28
(1)
Net asset value per share is determined as of the last day in the relevant quarter and therefore may not reflect the net asset value per share on the date of the high and low closing sales prices. The net asset values shown are based on outstanding shares at the end of the relevant quarter.
(2)
Calculated as the respective high or low closing sales price less net asset value, divided by net asset value (in each case, as of the applicable quarter).
(3)
Represents the dividend or distribution declared in the relevant quarter.
(4)
Shares of our common stock began trading on Nasdaq on January 29, 2021 under the trading symbol “TRIN”.
*
Not determined at time of filing.
Distribution Policy
We generally intend to make quarterly distributions and to distribute, out of assets legally available for distribution, substantially all of our available earnings, as determined by the Board in its sole discretion and in accordance with RIC requirements.
 
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To obtain and maintain our tax treatment as a RIC, we must, among other things, timely distribute (or be treated as distributing) in each taxable year dividends of an amount equal to at least 90% of our investment company taxable income (which includes, among other items, dividends, interest, the excess of any net short-term capital gains over net long-term capital losses, as well as other taxable income, excluding any net capital gains reduced by deductible expenses) and 90% of our net tax-exempt income (which is the excess of our gross tax-exempt interest income over certain disallowed deductions) for that taxable year. As a RIC, we generally will not be subject to corporate-level U.S. federal income tax on our investment company taxable income and net capital gains that we distribute to stockholders. In addition, to avoid the imposition of a nondeductible 4% U.S. federal excise tax, we must timely distribute (or be treated as distributing) in each calendar year an amount at least equal to the sum of:

98% of our net ordinary income, excluding certain ordinary gains and losses, recognized during a calendar year;

98.2% of our capital gain net income, adjusted for certain ordinary losses, recognized for the twelve-month period ending on October 31 of such calendar year; and

100% of any net ordinary income and capital gain net income that we recognized in preceding years, but were not distributed during such years, and on which we paid no U.S. federal income tax.
We may retain for investment some or all of our net capital gains (i.e., realized net long-term capital gains in excess of realized net short-term capital losses) and treat such amounts as deemed distributions to our stockholders. If we do this, you will be treated as if you received an actual distribution of the capital gains we retain and then reinvested the net after-tax proceeds in our common stock. You also may be eligible to claim a tax credit (or, in certain circumstances, a tax refund) equal to your allocable share of the tax we paid on the capital gains deemed distributed to you. Please refer to “Certain U.S. Federal Income Tax Considerations” for further information regarding the consequences of our retention of net capital gains. We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and, if we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings. The distributions that we pay may represent a return of capital. A return of capital will (i) lower a stockholder’s tax basis in our shares and thereby increase the amount of capital gain (or decrease the amount of capital loss) realized upon a subsequent sale or redemption of such shares, and (ii) reduce the amount of funds we have for investment in portfolio companies. A distribution or return of capital does not necessarily reflect our investment performance, and should not be confused with yield or income. See “Regulation” and “Certain U.S. Federal Income Tax Considerations.”
Distributions Declared
The following table reflects the distributions declared on shares of our common stock though the date of this prospectus:
Date Declared
Record Date
Payment Date
Distribution
per Share
May 14, 2020
May 29, 2020
June 5, 2020
$ 0.22
August 10, 2020
August 21, 2020
September 4, 2020
$ 0.27
November 9, 2020
November 20, 2020
December 4, 2020
$ 0.27
December 22, 2020
December 30, 2020
January 15, 2021
$ 0.27
March 23, 2021
March 31, 2021
April 16, 2021
$ 0.28
June 15, 2021
June 30, 2021
July 15, 2021
$ 0.29
Total
$ 1.60
The tax characteristics of all distributions paid are reported to stockholders on Form 1099 after the end of the applicable calendar year. We can offer no assurance that we will achieve investment returns that will permit us to make distributions or that the Board will declare any distributions in the future.
 
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Distribution Reinvestment Plan
We have adopted an “opt out” distribution reinvestment plan for our stockholders. As a result, if we declare a dividend, then stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the distribution reinvestment plan so as to receive cash distributions. See “Distribution Reinvestment Plan.” Stockholders who receive distributions in the form of shares of our common stock generally are subject to the same U.S. federal income tax consequences as are stockholders who elect to receive their distributions in cash.
 
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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.
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
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
Preferred Series B; Strike Price $2.88
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 7.5%;
EOT 11.5%
1,254 n/a n/a 1,309 1,311
Equipment Financing October 1, 2024
Fixed interest rate 7.2%;
EOT 11.5%
225 n/a n/a 232 232
Equipment Financing April 1, 2025
Fixed interest rate 7.5%;
EOT 11.5%
2,784 n/a n/a 2,794 2,794
Total BackBlaze, Inc.
11,093
11,857
11,863
 
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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)
BaubleBar, Inc.
1115 Broadway, 5th Floor
New York, NY 10010
Wholesale Trade
Secured Loan March 1, 2023
Fixed interest rate 11.5%; EOT 7.3%
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 8.7%;
EOT 5.0%
n/a 59 59
Birchbox, Inc.
16 Madison Square West, 4th Floor
New York, NY 10010
Retail Trade
Secured Loan July 1, 2024
Fixed interest rate 9.0%;
EOT 7.5%
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
DailyPay, Inc.
55 Broad St., 29th Floor
New York, NY 10004
Finance and Insurance
Secured Loan
November 1, 2024
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 DailyPay, 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
Common Stock; 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
Common Stock; Strike Price $0.30
n/a 497,183 n/a 186 101
Warrant July 28, 2027
Preferred Series A; Strike Price $7.49
n/a 106,841 n/a 15 22
Warrant July 28, 2027
Preferred Series A-1; 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)
December 23, 2026
Preferred Series B; Strike Price $0.22
n/a 2,685,501 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 2,184,672 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
EquipmentShare, 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 EquipmentShare, 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
 
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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 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 $1.22
n/a 10,000 n/a 617 425
Warrant May 9, 2028
Common Stock; Strike
Price $1.20
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 7.5%;
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
 
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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)