|
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
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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 | | | |
| | | | | 8 | | | |
| | | | | 10 | | | |
| | | | | 11 | | | |
| | | | | 12 | | | |
| | | | | 13 | | | |
| | | | | 15 | | | |
| | | | | 16 | | | |
| | | | | 19 | | | |
| | | | | 20 | | | |
| | | | | 21 | | | |
| | | | | 22 | | | |
| | | | | 35 | | | |
| | | | | 36 | | | |
| | | | | 37 | | | |
| | | | | 38 | | | |
| | | | | 39 | | | |
| | | | | 40 | | | |
| | | | | 45 | | | |
| | | | | 46 | | | |
| | | | | 56 | | | |
| | | | | 66 | | | |
| | | | | 67 | | | |
| | | | | 69 | | | |
| | | | | 71 | | | |
| | | | | 87 | | | |
| | | | | 88 | | | |
| | | | | 89 | | | |
| | | | | 93 | | | |
| | | | | 95 | | | |
| | | | | 95 | | | |
| | | | | 95 | | | |
| | | | | 95 | | | |
| | | | | 95 | | | |
| | | | | 96 | | |
| 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 year
|
| |
3 years
|
| |
5 years
|
| |
10 years
|
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You would pay the following expenses on a $1,000 investment, assuming a
5% annual return from realized capital gains |
| | | $ | 117 | | | | | $ | 327 | | | | | $ | 508 | | | | | $ | 858 | | |
Class and Period
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| |
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) |
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|
High
|
| |
Low
|
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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 | | |
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 | | |
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) |
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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
|
| |
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
|
| |
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 | | | | | | — | | | | | | — | | |
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 | | |
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 | | |
Portfolio Company(1)
|
| |
Industry(2)
|
| |
Type of
Investment(3) |
| |
Maturity Date
|
| |
Interest Rate(4)
|
| |
Principal
Amount(5) |
| |
Number
of Shares or Units |
| |
Percentage
of Class Held on a Fully Diluted Basis |
| |
Cost
|
| |
Fair
Value(6) |
| |||||||||||||||
| | | | | | Equipment Financing | | | June 1, 2023 | | |
Fixed interest rate 8.2%;
EOT 9.5% |
| | | | 816 | | | | | | n/a | | | | | | n/a | | | | | | 879 | | | | | | 880 | | |
| | | | | | Equipment Financing | | | January 1, 2024 | | |
Fixed interest rate 7.8%;
EOT 9.5% |
| | | | 1,156 | | | | | | n/a | | | | | | n/a | | | | | | 1,193 | | | | | | 1,200 | | |
| | | | | | Equipment Financing | | | May 1, 2025 | | |
Fixed interest rate 8.4%;
EOT 9.5% |
| | | | 955 | | | | | | n/a | | | | | | n/a | | | | | | 965 | | | | | | 965 | | |
| | | | | | Warrant | | | May 16, 2029 | | |
Common Stock; Strike
Price $0.33 |
| | | | n/a | | | | | | 182,554 | | | | | | n/a | | | | | | 193 | | | | | | 162 | | |
Total Happiest Baby | | | | | | | | | | | | | | | |
|
5,009
|
| | | | | | | | | | | | | | | |
|
5,587
|
| | | |
|
5,550
|
| |
Health-Ade, LLC
24325 Crenshaw Blvd., Suite 128 Torrance, CA 90505 |
| |
Manufacturing
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Equipment Financing | | | February 1, 2022 | | |
Fixed interest rate 9.4%;
EOT 15.0% |
| | | | 1,059 | | | | | | n/a | | | | | | n/a | | | | | | 1,615 | | | | | | 1,599 | | | ||
| | | | Equipment Financing | | | April 1, 2022 | | |
Fixed interest rate 8.6%;
EOT 15.0% |
| | | | 634 | | | | | | n/a | | | | | | n/a | | | | | | 900 | | | | | | 894 | | | ||
| | | | | | Equipment Financing | | | July 1, 2022 | | |
Fixed interest rate 9.1%;
EOT 15.0% |
| | | | 1,648 | | | | | | n/a | | | | | | n/a | | | | | | 2,173 | | | | | | 2,165 | | |
Total Health-Ade, LLC | | | | | | | | | | | | | | | |
|
3,341
|
| | | | | | | | | | | | | | | |
|
4,688
|
| | | |
|
4,658
|
| |
Hologram, Inc.
1N LaSalle St., Suite 850 Chicago, IL 60602 |
| |
Professional, Scientific, and Technical Services
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| | | | Warrant | | | January 27, 2030 | | |
Common Stock; Strike
Price $0.26 |
| | | | n/a | | | | | | 193,054 | | | | | | n/a | | | | |
|
49
|
| | | |
|
50
|
| | ||
Hospitalists Now, Inc.
7500 Rialto Blvd., Building 1, Suite 140 Austin, TX 78735 |
| |
Professional, Scientific, and Technical Services
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| | | | Warrant | | | March 30, 2026 | | |
Preferred Series D2; Strike Price $5.89
|
| | | | n/a | | | | | | 135,807 | | | | | | n/a | | | | | | 71 | | | | | | 265 | | | ||
| | | | Warrant | | | December 6, 2026 | | |
Preferred Series D2; Strike Price $5.89
|
| | | | n/a | | | | | | 750,000 | | | | | | n/a | | | | | | 391 | | | | | | 1,462 | | | ||
Total Hospitalists Now, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
462
|
| | | |
|
1,727
|
| |
Incontext Solutions, Inc.
300 W Adams St, Suite 600 Chicago, IL 60606 |
| |
Professional, Scientific, and Technical Services
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| | | | Secured Loan | | | October 1, 2023 | | |
Fixed interest rate 11.8%; EOT 5.0%
|
| | | | 7,149 | | | | | | n/a | | | | | | n/a | | | | | | 7,479 | | | | | | 6,160 | | | ||
| | | | Warrant | | |
September 28, 2028
|
| |
Preferred Series AA-1;
Strike Price $1.47 |
| | | | n/a | | | | | | 332,858 | | | | | | n/a | | | | | | 34 | | | | | | 47 | | | ||
Total Incontext Solutions, Inc.
|
| | | | | | | | | | | | | | |
|
7,149
|
| | | | | | | | | | | | | | | |
|
7,513
|
| | | |
|
6,207
|
| |
Invenia, Inc.
201 - 281 McDermot Ave. Winnipeg, MB R3B 0S9 Canada |
| |
Utilities
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Secured Loan | | | January 1, 2023 | | |
Fixed interest rate 11.5%; EOT 5.0%
|
| | | | 5,862 | | | | | | n/a | | | | | | n/a | | | | | | 6,327 | | | | | | 6,288 | | | ||
| | | | Secured Loan | | | May 1, 2023 | | |
Fixed interest rate 11.5%; EOT 5.0%
|
| | | | 3,023 | | | | | | n/a | | | | | | n/a | | | | | | 3,231 | | | | | | 3,243 | | | ||
| | | | | | Secured Loan | | | January 1, 2024 | | |
Fixed interest rate 11.5%; EOT 5.0%
|
| | | | 2,859 | | | | | | n/a | | | | | | n/a | | | | | | 2,930 | | | | | | 2,991 | | |
| | | | | | Secured Loan | | | February 1, 2024 | | |
Fixed interest rate 11.5%; EOT 5.0%
|
| | | | 3,906 | | | | | | n/a | | | | | | n/a | | | | | | 4,024 | | | | | | 4,081 | | |
| | | | | | Secured Loan | | | July 1, 2024 | | |
Fixed interest rate 11.5%; EOT 5.0%
|
| | | | 4,000 | | | | | | n/a | | | | | | n/a | | | | | | 4,060 | | | | | | 4,177 | | |
| | | | | | Secured Loan | | |
November 1, 2024
|
| |
Fixed interest rate 11.5%; EOT 5.0%
|
| | | | 5,000 | | | | | | n/a | | | | | | n/a | | | | | | 5,037 | | | | | | 5,182 | | |
Total Invenia, Inc.(8) | | | | | | | | | | | | | | | |
|
24,650
|
| | | | | | | | | | | | | | | |
|
25,609
|
| | | |
|
25,962
|
| |
Knockaway, Inc.
309 East Paces Ferry Rd. NE #400 Atlanta , GA 30305 |
| |
Real Estate
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Secured Loan | | | December 1, 2023 | | |
Fixed interest rate 11.0%; EOT 3.0%
|
| | | | 9,286 | | | | | | n/a | | | | | | n/a | | | | | | 9,416 | | | | | | 9,430 | | | ||
| | | | Secured Loan | | | February 1, 2024 | | |
Fixed interest rate 11.0%; EOT 3.0%
|
| | | | 2,441 | | | | | | n/a | | | | | | n/a | | | | | | 2,467 | | | | | | 2,483 | | | ||
| | | | | | Secured Loan | | | March 1, 2024 | | |
Fixed interest rate 11.0%; EOT 3.0%
|
| | | | 2,500 | | | | | | n/a | | | | | | n/a | | | | | | 2,523 | | | | | | 2,541 | | |
| | | | | | Warrant | | | May 24, 2029 | | |
Preferred Series B; Strike Price $8.53
|
| | | | n/a | | | | | | 87,955 | | | | | | n/a | | | | | | 209 | | | | | | 186 | | |
Total Knockaway, Inc. | | | | | | | | | | | | | | | |
|
14,227
|
| | | | | | | | | | | | | | | |
|
14,615
|
| | | |
|
14,640
|
| |
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) |
| |||||||||||||||
Lark Technologies, Inc.
2570 W. El Camino Real, Suite 100 Mountain View, CA 94040 |
| |
Health Care and Social Assistance
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| | | | Secured Loan | | | April 1, 2025 | | |
Variable interest rate
PRIME + 8.3% or Floor rate 11.5%; EOT 4.0% |
| | | | 5,000 | | | | | | n/a | | | | | | n/a | | | | | | 4,839 | | | | | | 4,903 | | | ||
| | | | | | Warrant | | |
September 30, 2030
|
| |
Common Stock; Strike
Price $1.76 |
| | | | n/a | | | | | | 76,231 | | | | | | n/a | | | | | | 177 | | | | | | 189 | | |
Total Lark Technologies, Inc.
|
| | | | | | | | | | | | | | |
|
5,000
|
| | | | | | | | | | | | | | | |
|
5,016
|
| | | |
|
5,092
|
| |
Lensvector, Inc.
2307 Leghorn St. Mountain View, CA 94043 |
| |
Manufacturing
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Warrant | | |
December 30, 2021
|
| |
Preferred Series C; Strike Price $1.18
|
| | | | n/a | | | | | | 85,065 | | | | | | n/a | | | | |
|
32
|
| | | |
|
—
|
| | ||
Lucidworks, Inc.
340 Brannan St., Suite 400 San Francisco, CA 94107 |
| |
Information
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Warrant | | | June 27, 2026 | | |
Preferred Series D; Strike Price $0.77
|
| | | | n/a | | | | | | 619,435 | | | | | | n/a | | | | |
|
806
|
| | | |
|
1,659
|
| | ||
Madison Reed, Inc.
430 Shotweel St. San Francisco, CA 94110 |
| |
Retail Trade
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Secured Loan | | | May 1, 2024 | | |
Variable interest rate
PRIME + 6.0% or Floor rate 10.3%; EOT 4.0% |
| | | | 17,500 | | | | | | n/a | | | | | | n/a | | | | | | 17,539 | | | | | | 18,550 | | | ||
| | | | | | Warrant | | | March 23, 2027 | | |
Preferred Series C; Stirke Price $2.57
|
| | | | n/a | | | | | | 194,553 | | | | | | n/a | | | | | | 185 | | | | | | 375 | | |
| | | | | | Warrant | | | July 18, 2028 | | |
Common Stock; Strike
Price $0.99 |
| | | | n/a | | | | | | 43,158 | | | | | | n/a | | | | | | 71 | | | | | | 83 | | |
| | | | | | Warrant | | | May 19, 2029 | | |
Common Stock; Strike
Price $1.23 |
| | | | n/a | | | | | | 36,585 | | | | | | n/a | | | | | | 56 | | | | | | 71 | | |
Total Madison Reed, Inc. | | | | | | | | | | | | | | | |
|
17,500
|
| | | | | | | | | | | | | | | |
|
17,851
|
| | | |
|
19,079
|
| |
Mainspring Energy, Inc.
3601 Haven Ave. Menlo Park, CA 94025 |
| |
Manufacturing
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Secured Loan | | | August 1, 2023 | | |
Fixed interest rate 11.0%; EOT 3.8%
|
| | | | 7,889 | | | | | | n/a | | | | | | n/a | | | | | | 8,085 | | | | | | 8,124 | | | ||
| | | | Secured Loan | | | December 1, 2024 | | |
Fixed interest rate 11.0%; EOT 3.8%
|
| | | | 5,500 | | | | | | n/a | | | | | | n/a | | | | | | 5,307 | | | | | | 5,454 | | | ||
| | | | | | Warrant | | | July 9, 2029 | | |
Common Stock; Strike
Price $1.15 |
| | | | n/a | | | | | | 140,186 | | | | | | n/a | | | | | | 283 | | | | | | 580 | | |
| | | | | | Warrant | | |
November 20, 2030
|
| |
Common Stock; Strike
Price $1.15 |
| | | | n/a | | | | | | 81,294 | | | | | | n/a | | | | | | 226 | | | | | | 336 | | |
Total Mainspring Energy, Inc.
|
| | | | | | | | | | | | | | |
|
13,389
|
| | | | | | | | | | | | | | | |
|
13,901
|
| | | |
|
14,494
|
| |
Matterport, Inc.
352 East Java Dr. Sunnyvale, CA 94089 |
| |
Professional, Scientific, and Technical Services
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| | | | Secured Loan | | | May 1, 2022 | | |
Fixed interest rate 11.5%; EOT 5.0%
|
| | | | 4,301 | | | | | | n/a | | | | | | n/a | | | | | | 4,739 | | | | | | 4,776 | | | ||
| | | | Warrant | | | April 20, 2028 | | |
Common Stock; Strike
Price $1.43 |
| | | | n/a | | | | | | 143,813 | | | | | | n/a | | | | | | 434 | | | | | | 4,008 | | | ||
Total Matterport, Inc. | | | | | | | | | | | | | | | |
|
4,301
|
| | | | | | | | | | | | | | | |
|
5,173
|
| | | |
|
8,784
|
| |
Maxwell Financial Labs, Inc. | | | Rental and Leasing Services | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| | | | | | Secured Loan | | |
November 1, 2024
|
| |
Variable interest rate
PRIME + 8.0% or Floor rate 11.3%; EOT 4.0% |
| | | | 3,000 | | | | | | n/a | | | | | | n/a | | | | | | 2,978 | | | | | | 3,018 | | |
| | | | | | Secured Loan | | | January 1, 2025 | | |
Variable interest rate
PRIME + 8.0% or Floor rate 11.3%; EOT 4.0% |
| | | | 3,000 | | | | | | n/a | | | | | | n/a | | | | | | 2,953 | | | | | | 2,981 | | |
| | | | | | Equity | | | na | | |
Preferred Series B
|
| | | | n/a | | | | | | 135,641 | | | | | | n/a | | | | | | 500 | | | | | | 500 | | |
| | | | | | Warrant | | | October 7, 2030 | | |
Common Stock; Stike Price $0.29
|
| | | | n/a | | | | | | 106,735 | | | | | | n/a | | | | | | 21 | | | | | | 282 | | |
| | | | | | Warrant | | |
December 22, 2030
|
| |
Common Stock; Stike Price $0.29
|
| | | | n/a | | | | | | 110,860 | | | | | | n/a | | | | | | 34 | | | | | | 270 | | |
Total Maxwell Financial Labs,
Inc. |
| | | | | | | | | | | | | | |
|
6,000
|
| | | | | | | | | | | | | | | |
|
6,486
|
| | | |
|
7,051
|
| |
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) |
| |||||||||||||||
Medical Sales Training Holding Company
10004 Park Meadows Dr., Suite 214 Alone Tree, CO 80124 |
| |
Educational Services
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Secured Loan | | | April 1, 2025 | | |
Variable interest rate PRIME + 8.8% or Floor rate 12.0%; EOT 12.5%
|
| | | | 6,000 | | | | | | n/a | | | | | | n/a | | | | | | 5,929 | | | | | | 5,929 | | | ||
| | | | | | Warrant | | | March 18, 2031 | | |
Common Stock; Stike Price $7.74
|
| | | | n/a | | | | | | 3,232 | | | | | | n/a | | | | | | 21 | | | | | | 20 | | |
Total Medical Sales Training Holding Company
|
| | | | | | | | | | | | | | |
|
6,000
|
| | | | | | | | | | | | | | | |
|
5,950
|
| | | |
|
5,949
|
| |
Miyoko’s Kitchen
2086 Marina Ave. Petaluma, CA 94954 |
| |
Manufacturing
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Equipment Financing | | |
September 1, 2022
|
| |
Fixed interest rate 8.8%;
EOT 9.0% |
| | | | 498 | | | | | | n/a | | | | | | n/a | | | | | | 545 | | | | | | 546 | | | ||
| | | | | | Equipment Financing | | | March 1, 2023 | | |
Fixed interest rate 8.9%;
EOT 9.0% |
| | | | 775 | | | | | | n/a | | | | | | n/a | | | | | | 812 | | | | | | 815 | | |
| | | | | | Equipment Financing | | |
September 1, 2023
|
| |
Fixed interest rate 8.5%;
EOT 9.0% |
| | | | 632 | | | | | | n/a | | | | | | n/a | | | | | | 639 | | | | | | 639 | | |
Total Miyoko’s Kitchen | | | | | | | | | | | | | | | |
|
1,905
|
| | | | | | | | | | | | | | | |
|
1,996
|
| | | |
|
2,000
|
| |
Molekule, Inc.
1301 Folsom St. San Francisco, CA 94130 |
| |
Manufacturing
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Equipment Financing | | | January 1, 2024 | | |
Fixed interest rate 8.8%;
EOT 10.0% |
| | | | 2,340 | | | | | | n/a | | | | | | n/a | | | | | | 2,420 | | | | | | 2,436 | | | ||
| | | | Equipment Financing | | | April 1, 2024 | | |
Fixed interest rate 9.0%;
EOT 10.0% |
| | | | 505 | | | | | | n/a | | | | | | n/a | | | | | | 520 | | | | | | 524 | | | ||
| | | | | | Equipment Financing | | | July 1, 2024 | | |
Fixed interest rate 8.8%;
EOT 10.0% |
| | | | 821 | | | | | | n/a | | | | | | n/a | | | | | | 835 | | | | | | 839 | | |
| | | | | | Warrant | | | June 19, 2030 | | |
Preferred Series C-1; Strike Price $3.12
|
| | | | n/a | | | | | | 32,051 | | | | | | n/a | | | | | | 16 | | | | | | 17 | | |
Total Molekule, Inc. | | | | | | | | | | | | | | | |
|
3,666
|
| | | | | | | | | | | | | | | |
|
3,791
|
| | | |
|
3,816
|
| |
Ology Biosciences, Inc.
13859 Progress Blvd., Suite 300 Alachua, FL 32615 |
| |
Pharmaceutical
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Equity | | | na | | |
Common Stock
|
| | | | n/a | | | | | | 364,792 | | | | | | 8.30% | | | | | | 6,385 | | | | | | 7,661 | | | ||
| | | | Warrant | | |
November 14, 2021
|
| |
Common Stock; Strike
Price $1.03 |
| | | | n/a | | | | | | 67,961 | | | | | | n/a | | | | | | 1,122 | | | | | | 1,357 | | | ||
Total Ology Biosciences, Inc.(14)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
7,507
|
| | | |
|
9,018
|
| |
Orchard Technologies, Inc.
31 West 27th St., 4th Floor New York, NY 10001 |
| |
Real Estate
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Secured Loan | | | April 1, 2026 | | |
Variable interest rate PRIME + 7.5% or Floor rate 11.0%; EOT 4.0%
|
| | |
|
5,000
|
| | | | | n/a | | | | | | n/a | | | | |
|
4,978
|
| | | |
|
4,978
|
| | ||
Oto Analytics, Inc.
135 Townsend St., #300 San Francisco, CA 94107 |
| |
Information
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Warrant | | | August 31, 2028 | | |
Preferred Series B; Strike Price $0.79
|
| | | | n/a | | | | | | 1,018,718 | | | | | | n/a | | | | |
|
295
|
| | | |
|
187
|
| | ||
Pendulum Therapeutics, Inc.
933 20th St. San Francisco, CA 94107 |
| |
Professional, Scientific, and Technical Services
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| | | | Equipment Financing | | | May 1, 2023 | | |
Fixed interest rate 7.7%;
EOT 5.0% |
| | | | 313 | | | | | | n/a | | | | | | n/a | | | | | | 310 | | | | | | 311 | | | ||
| | | | Equipment Financing | | | August 1, 2023 | | |
Fixed interest rate 7.8%;
EOT 5.0% |
| | | | 1,900 | | | | | | n/a | | | | | | n/a | | | | | | 1,976 | | | | | | 1,992 | | | ||
| | | | | | Equipment Financing | | | October 1, 2023 | | |
Fixed interest rate 7.7%;
EOT 5.0% |
| | | | 565 | | | | | | n/a | | | | | | n/a | | | | | | 575 | | | | | | 580 | | |
| | | | | | Equipment Financing | | | February 1, 2024 | | |
Fixed interest rate 9.8%%; EOT 6.0%
|
| | | | 831 | | | | | | n/a | | | | | | n/a | | | | | | 840 | | | | | | 850 | | |
| | | | | | Warrant | | | October 9, 2029 | | |
Preferred Series B; Strike Price $1.90
|
| | | | n/a | | | | | | 55,263 | | | | | | n/a | | | | | | 44 | | | | | | 85 | | |
| | | | | | Warrant | | | July 15, 2030 | | |
Preferred Series B; Strike Price $1.90
|
| | | | n/a | | | | | | 36,842 | | | | | | n/a | | | | | | 36 | | | | | | 57 | | |
Total Pendulum Therapeutics,
Inc. |
| | | | | | | | | | | | | | |
|
3,609
|
| | | | | | | | | | | | | | | |
|
3,781
|
| | | |
|
3,875
|
| |
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) |
| |||||||||||||||
Petal Card, Inc.
483 Broadway, Floor 2 New York, NY 10013 |
| |
Finance and Insurance
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Secured Loan | | | December 1, 2023 | | |
Fixed interest rate 11.0%; EOT 3.0%
|
| | | | 10,000 | | | | | | n/a | | | | | | n/a | | | | | | 10,036 | | | | | | 10,152 | | | ||
| | | | Secured Loan | | | January 1, 2024 | | |
Variable interest rate PRIME + 7.5% or Floor rate 11.5%
|
| | | | 1,115 | | | | | | n/a | | | | | | n/a | | | | | | 1,084 | | | | | | 1,084 | | | ||
| | | | | | Warrant | | |
November 27, 2029
|
| |
Preferred Series B; Strike Price $1.32
|
| | | | n/a | | | | | | 250,268 | | | | | | n/a | | | | | | 147 | | | | | | 394 | | |
| | | | | | Warrant | | | January 11, 2031 | | |
Common Stock; Strike
Price $0.01 |
| | | | n/a | | | | | | 135,835 | | | | | | n/a | | | | | | 312 | | | | | | 343 | | |
Total Petal Card, Inc. | | | | | | | | | | | | | | | |
|
11,115
|
| | | | | | | | | | | | | | | |
|
11,579
|
| | | |
|
11,973
|
| |
Portofino Labs, Inc.
1475 Veterans Blvd. Redwood City, CA 94063 |
| |
Retail Trade
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Secured Loan | | | July 1, 2025 | | |
Variable interest rate
PRIME + 8.3% or Floor rate 11.5%; EOT 4.0% |
| | | | 2,000 | | | | | | n/a | | | | | | n/a | | | | | | 1,991 | | | | | | 2,002 | | | ||
| | | | Secured Loan | | | October 1, 2025 | | |
Variable interest rate
PRIME + 8.3% or Floor rate 11.5%; EOT 4.0% |
| | | | 3,000 | | | | | | n/a | | | | | | n/a | | | | | | 2,836 | | | | | | 2,836 | | | ||
| | | | | | Warrant | | |
December 31, 2030
|
| |
Common Stock; Strike
Price $1.53 |
| | | | n/a | | | | | | 39,659 | | | | | | n/a | | | | | | 160 | | | | | | 242 | | |
Total Portofino Labs, Inc. | | | | | | | | | | | | | | | |
|
5,000
|
| | | | | | | | | | | | | | | |
|
4,987
|
| | | |
|
5,080
|
| |
Project Frog, Inc.
99 Green St., 2nd Floor San Francisco, CA 94111 |
| |
Construction
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Secured Loan | | | May 1, 2023 | | |
Fixed interest rate 12.0%
|
| | | | 4,128 | | | | | | n/a | | | | | | n/a | | | | | | 4,058 | | | | | | 3,912 | | | ||
| | | | Warrant | | | July 26, 2026 | | |
Preferred Series AA; Strike Price $0.19
|
| | | | n/a | | | | | | 391,990 | | | | | | n/a | | | | | | 18 | | | | | | 3 | | | ||
| | | | | | Equity | | | na | | |
Preferred Series AA-1
|
| | | | n/a | | | | | | 8,118,527 | | | | | | 44.0% | | | | | | 702 | | | | | | 161 | | |
| | | | | | Equity | | | na | | |
Preferred Series BB
|
| | | | n/a | | | | | | 6,300,134 | | | | | | 45.0% | | | | | | 2,667 | | | | | | 920 | | |
Total Project Frog, Inc.(14) | | | | | | | | | | | | | | | |
|
4,128
|
| | | | | | | | | | | | | | | |
|
7,445
|
| | | |
|
4,996
|
| |
Quip NYC, Inc. | | | Manufacturing | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Secured Loan | | | April 1, 2026 | | |
Variable interest rate
PRIME + 8.0% or Floor rate 11.3%; EOT 2.0% |
| | | | 17,500 | | | | | | n/a | | | | | | n/a | | | | | | 17,135 | | | | | | 17,135 | | |
| | | | | | Warrant | | | March 9, 2031 | | |
Preferred Series A-1; Strike Price $48.46
|
| | | | n/a | | | | | | 10,833 | | | | | | n/a | | | | | | 203 | | | | | | 187 | | |
Total Quip NYC, Inc. | | | | | | | | | | | | | | | |
|
17,500
|
| | | | | | | | | | | | | | | |
|
17,338
|
| | | |
|
17,322
|
| |
RapidMiner, Inc.
100 Summer St., Suite 1503 Boston, MA 02110 |
| |
Information
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Secured Loan | | | April 1, 2024 | | |
Fixed interest rate 12.0%; EOT 7.5%
|
| | | | 10,000 | | | | | | n/a | | | | | | n/a | | | | | | 10,180 | | | | | | 10,189 | | | ||
| | | | Warrant | | | March 25, 2029 | | |
Preferred Series C-1; Strike Price $60.22
|
| | | | n/a | | | | | | 11,624 | | | | | | n/a | | | | | | 528 | | | | | | 113 | | | ||
Total RapidMiner, Inc. | | | | | | | | | | | | | | | |
|
10,000
|
| | | | | | | | | | | | | | | |
|
10,708
|
| | | |
|
10,302
|
| |
Realty Mogul, Co.
10573 W Pico Blvd. Los Angeles, CA 90064 |
| |
Finance and Insurance
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Warrant | | |
December 18, 2027
|
| |
Preferred Series B; Strike Price $3.88
|
| | | | n/a | | | | | | 234,421 | | | | | | n/a | | | | |
|
285
|
| | | |
|
23
|
| | ||
Reciprocity, Inc.
755 Sansome St., 6th Floor San Francisco, CA 94111 |
| |
Professional, Scientific, and Technical Services
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| | | | Secured Loan | | | October 1, 2024 | | |
Variable interest rate
PRIME + 8.0% or Floor rate 11.3%; EOT 2.0% |
| | | | 10,000 | | | | | | n/a | | | | | | n/a | | | | | | 9,888 | | | | | | 9,853 | | | ||
| | | | | | Warrant | | |
September 25, 2030
|
| |
Common Stock; Strike
Price $4.17 |
| | | | n/a | | | | | | 114,678 | | | | | | n/a | | | | | | 99 | | | | | | 126 | | |
Total Reciprocity, Inc. | | | | | | | | | | | | | | | |
|
10,000
|
| | | | | | | | | | | | | | | |
|
9,987
|
| | | |
|
9,979
|
| |
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) |
| |||||||||||||||
Resilinc, Inc.
1900 McCarthy Blvd. #305 Milpitas, CA 95035 |
| |
Professional, Scientific, and Technical Services
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| | | | Warrant | | |
December 15, 2025
|
| |
Preferred Series A; Strike Price $0.51
|
| | | | n/a | | | | | | 589,275 | | | | | | n/a | | | | |
|
40
|
| | | |
|
47
|
| | ||
Rigetti & Co, Inc.
2929 7th St Berkeley, CA 94710 |
| |
Information
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Secured Loan | | | April 1, 2025 | | |
Variable interest rate
PRIME + 7.5% or Floor rate 11.0%; EOT 2.8% |
| | | | 12,000 | | | | | | n/a | | | | | | n/a | | | | | | 11,735 | | | | | | 11,735 | | | ||
| | | | Warrant | | | March 10, 2031 | | |
Common Stock; Strike
Price $0.21 |
| | | | n/a | | | | | | 398,040 | | | | | | n/a | | | | | | 217 | | | | | | 195 | | | ||
Total Rigetti & Co, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
11,952
|
| | | |
|
11,930
|
| |
Robotany, Inc.
401 Bingham St. Pittsburgh, PA 15203 |
| |
Agriculture, Forestry, Fishing and Hunting
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| | | | Equipment Financing | | | January 1, 2024 | | |
Fixed interest rate 7.6%;
EOT 22.0% |
| | | | 1,587 | | | | | | n/a | | | | | | n/a | | | | | | 1,698 | | | | | | 1,748 | | | ||
| | | | Warrant | | | July 19, 2029 | | |
Common Stock; Strike
Price $0.26 |
| | | | n/a | | | | | | 262,870 | | | | | | n/a | | | | | | 128 | | | | | | 173 | | | ||
Total Robotany, Inc. | | | | | | | | | | | | | | | |
|
1,587
|
| | | | | | | | | | | | | | | |
|
1,826
|
| | | |
|
1,921
|
| |
Saylent Technologies, Inc.
122 Grove St., Suite 300 Franklin, MA 02038 |
| |
Professional, Scientific, and Technical Services
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| | | | Warrant | | | March 31, 2027 | | |
Preferred Series C; Strike Price $9.96
|
| | | | n/a | | | | | | 24,096 | | | | | | n/a | | | | |
|
108
|
| | | |
|
166
|
| | ||
SBG Labs, Inc.
1288 Hammerwood Ave. Sunnyvale, CA 94089 |
| |
Manufacturing
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Warrant | | | June 29, 2023 | | |
Preferred Series A-1; Strike Price $0.70
|
| | | | n/a | | | | | | 42,857 | | | | | | n/a | | | | | | 13 | | | | | | — | | | ||
| | | | Warrant | | |
September 18, 2024
|
| |
Preferred Series A-1; Strike Price $0.70
|
| | | | n/a | | | | | | 25,714 | | | | | | n/a | | | | | | 8 | | | | | | — | | | ||
| | | | | | Warrant | | | January 14, 2024 | | |
Preferred Series A-1; Strike Price $0.70
|
| | | | n/a | | | | | | 21,492 | | | | | | n/a | | | | | | 7 | | | | | | — | | |
| | | | | | Warrant | | | March 24, 2025 | | |
Preferred Series A-1; Strike Price $0.70
|
| | | | n/a | | | | | | 12,155 | | | | | | n/a | | | | | | 4 | | | | | | — | | |
| | | | | | Warrant | | | October 10, 2023 | | |
Preferred Series A-1; Strike Price $0.70
|
| | | | n/a | | | | | | 11,150 | | | | | | n/a | | | | | | 4 | | | | | | — | | |
| | | | | | Warrant | | | May 6, 2024 | | |
Preferred Series A-1; Strike Price $0.70
|
| | | | n/a | | | | | | 11,145 | | | | | | n/a | | | | | | 4 | | | | | | — | | |
| | | | | | Warrant | | | June 9, 2024 | | |
Preferred Series A-1; Strike Price $0.70
|
| | | | n/a | | | | | | 7,085 | | | | | | n/a | | | | | | 2 | | | | | | — | | |
| | | | | | Warrant | | | May 20, 2024 | | |
Preferred Series A-1; Strike Price $0.70
|
| | | | n/a | | | | | | 342,857 | | | | | | n/a | | | | | | 110 | | | | | | — | | |
| | | | | | Warrant | | | March 26, 2025 | | |
Preferred Series A-1; Strike Price $0.70
|
| | | | n/a | | | | | | 200,000 | | | | | | n/a | | | | | | 65 | | | | | | — | | |
Total SBG Labs, Inc.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
217
|
| | | |
|
—
|
| |
SeaOn Environmental, LLC
2055 E Warner Rd. Tempe, AZ 85284 |
| | Administrative and Support and Waste Management and Remediation Services | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||
| | | | Equipment Financing | | | January 1, 2023 | | |
Fixed interest rate 9.0%;
EOT 12.0% |
| | |
|
1,888
|
| | | | | n/a | | | | | | n/a | | | | |
|
2,165
|
| | | |
|
2,123
|
| | ||
Second Nature Brands, Inc.
333 Fayetteville St; Suite 600 Raliegh, NC 27601 |
| |
Manufacturing
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Equipment Financing | | | April 1, 2024 | | |
Fixed interest rate 9.7%;
EOT 11.5% |
| | |
|
2,051
|
| | | | | n/a | | | | | | n/a | | | | |
|
2,050
|
| | | |
|
2,555
|
| | ||
Smule, Inc.
139 Townsend St., Suite 300 San Francisco, CA 94107 |
| |
Information
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Secured Loan | | | January 1, 2022 | | |
Fixed interest rate 0.0%
(13)
|
| | |
|
99
|
| | | | | n/a | | | | | | n/a | | | | |
|
99
|
| | | |
|
99
|
| | ||
Store Intelligence, Inc.
369 Pine St., Suite 103 San Francisco, CA 94104 |
| |
Manufacturing
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Secured Loan | | | June 1, 2024 | | |
Fixed interest rate 12.0%; EOT 7.8%
|
| | | | 12,001 | | | | | | n/a | | | | | | n/a | | | | | | 12,310 | | | | | | 11,832 | | | ||
| | | | Equity | | | n/a | | |
Series A
|
| | | | n/a | | | | | | 1,430,000 | | | | | | 12.90% | | | | | | 608 | | | | | | 260 | | | ||
Total Store Intelligence, Inc. | | | | | | | | | | | | | | | |
|
12,001
|
| | | | | | | | | | | | | | | |
|
12,918
|
| | | |
|
12,092
|
| |
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) |
| |||||||||||||||
STS Media, Inc.
1100 Glendon Ave., Suite 700 |
| |
Information
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Secured Loan(9) | | | May 1, 2022 | | |
Fixed interest rate 11.9%; EOT 4.0%
|
| | | | 7,811 | | | | | | n/a | | | | | | n/a | | | | | | 737 | | | | | | 100 | | | ||
| | | | | | Warrant(7) | | | March 15, 2028 | | |
Preferred Series C; Strike Price $24.74
|
| | | | — | | | | | | 20,210 | | | | | | n/a | | | | | | — | | | | | | — | | |
Total STS Media, Inc. | | | | | | | | | | | | | | | |
|
7,811
|
| | | | | | | | | | | | | | | |
|
737
|
| | | |
|
100
|
| |
Sun Basket, Inc.
1170 Olinder Ct. San Jose, CA 95122 |
| |
Professional, Scientific, and Technical Services
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| | | | Secured Loan | | | December 1, 2024 | | |
Variable interest rate PRIME + 8.5% or Floor rate 11.8%; EOT 5.0%
|
| | | | 18,375 | | | | | | n/a | | | | | | n/a | | | | | | 17,978 | | | | | | 18,150 | | | ||
| | | | Warrant | | | October 5, 2027 | | |
Preferred Series C-2; Strike Price $6.02
|
| | | | n/a | | | | | | 249,306 | | | | | | n/a | | | | | | 111 | | | | | | 203 | | | ||
| | | | | | Warrant | | |
December 31, 2030
|
| |
Common Stock; Strike Price $0.89
|
| | | | n/a | | | | | | 118,678 | | | | | | n/a | | | | | | 545 | | | | | | 440 | | |
Total Sun Basket, Inc. | | | | | | | | | | | | | | | |
|
18,375
|
| | | | | | | | | | | | | | | |
|
18,634
|
| | | |
|
18,793
|
| |
Super73, Inc.
16591 Noyes Ave. Irvine, CA 92606 |
| |
Retail Trade
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Secured Loan | | | January 1, 2025 | | |
Variable interest rate
PRIME + 7.3% or Floor rate 11.8%; EOT 4.0% |
| | | | 5,500 | | | | | | n/a | | | | | | n/a | | | | | | 5,442 | | | | | | 5,494 | | | ||
| | | | Warrant | | |
December 31, 2030
|
| |
Common Stock; Strike
Price $3.16 |
| | | | n/a | | | | | | 177,305 | | | | | | n/a | | | | | | 105 | | | | | | 135 | | | ||
Total Super73, Inc. | | | | | | | | | | | | | | | |
|
5,500
|
| | | | | | | | | | | | | | | |
|
5,547
|
| | | |
|
5,629
|
| |
The Fynder Group, Inc.
815 W Pershing Rd., Unit 4 Chicago, IL 60609 |
| |
Manufacturing
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Equipment Financing | | | May 1, 2024 | | |
Fixed interest rate 9.1%;
EOT 10.0% |
| | | | 612 | | | | | | n/a | | | | | | n/a | | | | | | 613 | | | | | | 617 | | | ||
| | | | Warrant | | | October 14, 2030 | | |
Common Stock; Strike
Price $0.49 |
| | | | n/a | | | | | | 107,190 | | | | | | n/a | | | | | | 202 | | | | | | 222 | | | ||
Total The Fynder Group, Inc.
|
| | | | | | | | | | | | | | |
|
612
|
| | | | | | | | | | | | | | | |
|
815
|
| | | |
|
839
|
| |
Trendly, Inc.
260 W 35th St., Suite 700 New York, NY 10001 |
| |
Retail Trade
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Warrant | | | August 10, 2026 | | |
Preferred Series A; Strike Price $1.14
|
| | |
|
n/a
|
| | | | | 245,506 | | | | | | n/a | | | | |
|
222
|
| | | |
|
136
|
| | ||
Unitas Global, Inc.
453 S. Spring St., Suite 201 Los Angeles, CA 90013 |
| |
Information
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Equipment Financing | | | July 1, 2021 | | |
Fixed interest rate 9.0%;
EOT 12.0% |
| | | | 293 | | | | | | n/a | | | | | | n/a | | | | | | 665 | | | | | | 656 | | | ||
| | | | Equipment Financing | | | April 1, 2021 | | |
Fixed interest rate 7.8%;
EOT 6.0% |
| | | | — | | | | | | n/a | | | | | | n/a | | | | | | 24 | | | | | | 24 | | | ||
Total Unitas Global, Inc. | | | | | | | | | | | | | | | |
|
293
|
| | | | | | | | | | | | | | | |
|
689
|
| | | |
|
680
|
| |
UnTuckIt, Inc.
110 Greene St. New York, NY 10012 |
| |
Retail Trade
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Secured Loan | | | June 1, 2024 | | |
Fixed interest rate 12.0%; EOT 5.0%
|
| | |
|
20,000
|
| | | | | n/a | | | | | | n/a | | | | |
|
21,079
|
| | | |
|
19,430
|
| | ||
Utility Associates, Inc.
250 E Ponce de Leon Ave. #700 Decatur, GA 30030 |
| |
Professional, Scientific, and Technical Services
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| | | | Secured Loan(9) | | | October 1, 2023 | | |
Fixed interest rate 11.0%
|
| | | | 750 | | | | | | — | | | | | | n/a | | | | | | 830 | | | | | | 603 | | | ||
| | | | Warrant | | | June 30, 2025 | | |
Preferred Series A; Strike Price $4.54
|
| | | | n/a | | | | | | 92,511 | | | | | | n/a | | | | | | 55 | | | | | | 3 | | | ||
| | | | | | Warrant | | | May 1, 2026 | | |
Preferred Series A; Strike Price $4.54
|
| | | | n/a | | | | | | 60,000 | | | | | | n/a | | | | | | 36 | | | | | | 6 | | |
| | | | | | Warrant | | | May 22, 2027 | | |
Preferred Series A; Strike Price $4.54
|
| | | | n/a | | | | | | 200,000 | | | | | | n/a | | | | | | 120 | | | | | | 1 | | |
Total Utility Associates, Inc. | | | | | | | | | | | | | | | |
|
750
|
| | | | | | | | | | | | | | | |
|
1,041
|
| | | |
|
613
|
| |
Vertical Communications, Inc.
3140 De La Cruz Blvd., Suite 110 Santa Clara, CA 95054 |
| |
Manufacturing
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Secured Loan | | |
November 1, 2024
|
| |
Fixed interest rate 9.5%;
EOT 26.4% |
| | | | 12,000 | | | | | | n/a | | | | | | n/a | | | | | | 13,159 | | | | | | 12,968 | | | ||
| | | | Secured Loan | | | July 1, 2022 | | |
Fixed interest 9.5%
|
| | | | 687 | | | | | | n/a | | | | | | n/a | | | | | | 687 | | | | | | 694 | | |
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) | | | July 11, 2026 | | |
Preferred Series A; Strike Price $1.00
|
| | | | — | | | | | | 828,479 | | | | | | n/a | | | | | | — | | | | | | — | | |
| | | | | | Equity(7) | | | n/a | | |
Preferred Stock Series 1
|
| | | | — | | | | | | 3,892,485 | | | | | | 98.43% | | | | | | — | | | | | | — | | |
| | | | | | Equity | | | | | |
Convertible Notes(10)
|
| | | | 5,500 | | | | | | — | | | | | | n/a | | | | | | 3,966 | | | | | | 3,659 | | |
Total Vertical Communications, Inc.(14)
|
| | | | | | | | | | | | | | |
|
18,187
|
| | | | | | | | | | | | | | | |
|
17,812
|
| | | |
|
17,321
|
| |
Wanderjaunt, Inc.
650 Mission St., Floor 3 San Francisco, CA 94105 |
| |
Real Estate
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Equipment Financing | | | June 1, 2023 | | |
Fixed interest rate 10.2%; EOT 12.0%
|
| | | | 351 | | | | | | n/a | | | | | | n/a | | | | | | 364 | | | | | | 355 | | | ||
| | | | Equipment Financing | | | August 1, 2023 | | |
Fixed interest rate 10.2%; EOT 12.0%
|
| | | | 1,124 | | | | | | n/a | | | | | | n/a | | | | | | 1,225 | | | | | | 1,208 | | | ||
Total Wanderjaunt, Inc. | | | | | | | | | | | | | | | |
|
1,475
|
| | | | | | | | | | | | | | | |
|
1,589
|
| | | |
|
1,563
|
| |
WorkWell Prevention & Care, Inc.
11 E. Superior, Suite 410 Duluth, MN 55802 |
| | Health Care and Social Assistance | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| | | | Secured Loan | | | March 1, 2024 | | |
Fixed interest rate 8.0%;
EOT 10% |
| | | | 3,370 | | | | | | n/a | | | | | | n/a | | | | | | 3,620 | | | | | | 3,580 | | | ||
| | | | Secured Loan | | | March 1, 2024 | | |
Fixed interest rate 8.0%
|
| | | | 700 | | | | | | n/a | | | | | | n/a | | | | | | 730 | | | | | | 690 | | | ||
| | | | | | Equity | | | n/a | | |
Common Stock
|
| | | | n/a | | | | | | 7,000,000 | | | | | | 88.5% | | | | | | 51 | | | | | | — | | |
| | | | | | Equity | | | n/a | | |
Preferred Series P
|
| | | | n/a | | | | | | 3,450 | | | | | | 100.0% | | | | | | 3,450 | | | | | | — | | |
| | | | | | Equity | | | | | |
Convertible Notes(10)
|
| | | | 2,470 | | | | | | — | | | | | | n/a | | | | | | 2,519 | | | | | | 2,450 | | |
Total WorkWell Prevention &
Care, Inc.(14) |
| | | | | | | | | | | | | | |
|
6,540
|
| | | | | | | | | | | | | | | |
|
10,370
|
| | | |
|
6,720
|
| |
Yellowbrick Education, Inc.
15 W. 38th St., 10th Floor New York, NY 10018 |
| |
Health Care and Social Assistance
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| | | | Secured Loan | | |
September 1, 2025
|
| |
Variable interest rate
PRIME + 8.3% or Floor rate 11.5%; EOT 5.0% |
| | | | 7,500 | | | | | | n/a | | | | | | n/a | | | | | | 7,483 | | | | | | 7,483 | | | ||
| | | | | | Warrant | | |
September 28, 2028
|
| |
Common Stock; Strike
Price $0.90 |
| | | | n/a | | | | | | 222,222 | | | | | | n/a | | | | | | 120 | | | | | | 582 | | |
Total Yellowbrick Education, Inc.
|
| | | | | | | | | | | | | | |
|
7,500
|
| | | | | | | | | | | | | | | |
|
7,603
|
| | | |
|
8,065
|
| |
Zosano Pharma Corporation
34790 Ardentech Ct. Fremont, CA 94555 |
| |
Pharmaceutical
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Equipment Financing | | | April 1, 2022 | | |
Fixed interest rate 9.4%;
EOT 12.0% |
| | | | 1,825 | | | | | | n/a | | | | | | n/a | | | | | | 2,362 | | | | | | 2,193 | | | ||
| | | | Equipment Financing | | | July 1, 2022 | | |
Fixed interest rate 9.7%;
EOT 12.0% |
| | | | 1,266 | | | | | | n/a | | | | | | n/a | | | | | | 1,546 | | | | | | 1,454 | | | ||
| | | | | | Equipment Financing | | | January 1, 2023 | | |
Fixed interest rate 9.9%;
EOT 12.0% |
| | | | 1,424 | | | | | | n/a | | | | | | n/a | | | | | | 1,611 | | | | | | 1,558 | | |
| | | | | | Equipment Financing | | | April 1, 2023 | | |
Fixed interest rate 9.9%;
EOT 12.0% |
| | | | 1,608 | | | | | | n/a | | | | | | n/a | | | | | | 1,769 | | | | | | 1,735 | | |
| | | | | | Equipment Financing | | | May 1, 2023 | | |
Fixed interest rate 10.5%; EOT 12.0%
|
| | | | 1,195 | | | | | | n/a | | | | | | n/a | | | | | | 1,314 | | | | | | 1,282 | | |
| | | | | | Warrant | | |
September 25, 2025
|
| |
Common Stock; Strike
Price $3.59 |
| | | | n/a | | | | | | 75,000 | | | | | | n/a | | | | | | 69 | | | | | | 77 | | |
Total Zosano Pharma Corporation
|
| | | | | | | | | | | | | | |
|
7,318
|
| | | | | | | | | | | | | | | |
|
8,671
|
| | | |
|
8,299
|
| |
Total Investment in Securities(23)
|
| | | | | | | | | | | | | | | $ | 462,279 | | | | | | | | | | | | | | | | | $ | 525,231 | | | | | $ | 535,741 | | |
| | | | | | | | |
Example 1 – 10% Offering
at 10% Discount(1) |
| |
Example 2 – 25% Offering
at 15% Discount(1) |
| |
Example 3 – 25% Offering
at 100% Discount(1) |
| |||||||||||||||||||||||||||
| | |
Prior to Sale
Below NAV Per Share |
| |
Following
Sale |
| |
Percent
Change |
| |
Following
Sale |
| |
Percent
Change |
| |
Following
Sale |
| |
Percent
Change |
| |||||||||||||||||||||
Offering Price | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Price per Share to Public
|
| | | | — | | | | | $ | 11.37 | | | | | | — | | | | | $ | 10.74 | | | | | | — | | | | | $ | — | | | | | | — | | |
Net Proceeds per Share to Issuer
|
| | | | — | | | | | $ | 10.80 | | | | | | — | | | | | $ | 10.20 | | | | | | — | | | | | $ | — | | | | | | — | | |
Increase in Shares and Decrease to NAV Per Share
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Shares Outstanding
|
| | | | 25,000,000 | | | | | | 27,500,000 | | | | | | 10.00% | | | | | | 31,250,000 | | | | | | 25.00% | | | | | | 31,250,000 | | | | | | 25.00% | | |
NAV per Share
|
| | | $ | 12.00 | | | | | $ | 11.89 | | | | | | -0.92% | | | | | $ | 11.64 | | | | | | -3.00% | | | | | $ | 9.60 | | | | | | -20.00% | | |
Dilution to Nonparticipating Stockholder A | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Share Dilution | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares Held by Stockholder A
|
| | | | 250,000 | | | | | | 250,000 | | | | | | — | | | | | | 250,000 | | | | | | — | | | | | | 250,000 | | | | | | — | | |
Percentage of Shares Held by
Stockholder A |
| | | | 1.00% | | | | | | 0.91% | | | | | | -9.09% | | | | | | 0.80% | | | | | | -20.00% | | | | | | 0.80% | | | | | | -20.00% | | |
NAV Dilution | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total NAV Held by Stockholder A
|
| | | $ | 3,000,000 | | | | | $ | 2,972,500 | | | | | | -0.92% | | | | | $ | 2,910,000 | | | | | | -3.00% | | | | | $ | 2,400,000 | | | | | | -20.00% | | |
Total Investment by Stockholder A (Assumed
to be $12.00 per Share) |
| | | $ | 3,000,000 | | | | | $ | 3,000,000 | | | | | | — | | | | | $ | 3,000,000 | | | | | | — | | | | | $ | 3,000,000 | | | | | | — | | |
Total Dilution to Stockholder A (Change in Total NAV Held by Stockholder)
|
| | | | — | | | | | $ | -27,500 | | | | | | — | | | | | $ | -90,000 | | | | | | — | | | | | $ | -600,000 | | | | | | — | | |
NAV Dilution Per Share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NAV per Share Held by Stockholder A
|
| | | | — | | | | | $ | 11.89 | | | | | | — | | | | | $ | 11.64 | | | | | | — | | | | | $ | 9.60 | | | | | | — | | |
Investment per Share Held by
Stockholder A |
| | | $ | 12.00 | | | | | $ | 12.00 | | | | | | — | | | | | $ | 12.00 | | | | | | — | | | | | $ | 12.00 | | | | | | — | | |
NAV Dilution per Share Experienced by Stockholder A (NAV per Share Less Investment per Share)
|
| | | | — | | | | | $ | -0.11 | | | | | | — | | | | | $ | -0.36 | | | | | | — | | | | | $ | -2.40 | | | | | | — | | |
Percentage NAV Dilution Experienced by Stockholder A (NAV Dilution per Share Divided by Investment per Share)
|
| | | | — | | | | | | — | | | | | | -0.92% | | | | | | — | | | | | | -3.00% | | | | | | — | | | | | | -20.00% | | |
| | |
Prior to Sale Below
NAV Per Share |
| |
50% Participation
|
| |
150% Participation
|
| |||||||||||||||||||||
|
Following
Sale |
| |
Percent
Change |
| |
Following
Sale |
| |
Percent
Change |
| ||||||||||||||||||||
Offering Price | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Price per Share to Public
|
| | | | — | | | | | $ | 10.74 | | | | | | — | | | | | $ | 10.74 | | | | | | — | | |
Net Proceeds per Share to Issuer
|
| | | | — | | | | | $ | 10.20 | | | | | | — | | | | | $ | 10.20 | | | | | | — | | |
Increase in Shares and Decrease to NAV Per
Share |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Shares Outstanding
|
| | | | 25,000,000 | | | | | | 31,250,000 | | | | | | 25.00% | | | | | | 31,250,000 | | | | | | 25.00% | | |
NAV per Share
|
| | | $ | 12.00 | | | | | $ | 11.64 | | | | | | -3.00% | | | | | $ | 11.64 | | | | | | -3.00% | | |
Dilution/Accretion to Participating Stockholder A
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Share Dilution/Accretion | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares Held by Stockholder A
|
| | | | 250,000 | | | | | | 281,250 | | | | | | — | | | | | | 343,750 | | | | | | — | | |
Percentage of Shares Held by
Stockholder A |
| | | | 1.00% | | | | | | 0.90% | | | | | | — | | | | | | 1.10% | | | | | | — | | |
NAV Dilution/Accretion | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total NAV Held by Stockholder A
|
| | | $ | 3,000,000 | | | | | $ | 3,273,750 | | | | | | 9.13% | | | | | $ | 4,001,250 | | | | | | 33.38% | | |
Total Investment by Stockholder A (Assumed to be $12.00 per Share on Shares Held Prior to Sale)
|
| | | $ | 3,000,000 | | | | | $ | 3,335,526 | | | | | | — | | | | | $ | 4,006,579 | | | | | | — | | |
Total Dilution/Accretion to Stockholder A
(Total NAV Less Total Investment) |
| | | | — | | | | | $ | -61,776 | | | | | | — | | | | | $ | -5,329 | | | | | | — | | |
NAV Dilution/Accretion per Share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NAV per Share Held by Stockholder A
|
| | | | — | | | | | $ | 11.64 | | | | | | — | | | | | $ | 11.64 | | | | | | — | | |
Investment per Share Held by Stockholder
A (Assumed to be $12.00 per Share on Shares Held Prior to Sale) |
| | | $ | 12.00 | | | | | $ | 11.86 | | | | | | -1.17% | | | | | $ | 11.66 | | | | | | -2.83% | | |
NAV Dilution/Accretion per Share
Experienced by Stockholder A (NAV per Share Less Investment per Share) |
| | | | — | | | | | $ | -0.22 | | | | | | — | | | | | $ | -0.02 | | | | | | — | | |
Percentage NAV Dilution/Accretion
Experienced by Stockholder A (NAV Dilution/Accretion per Share Divided by Investment per Share) |
| | | | — | | | | | | — | | | | | | -1.83% | | | | | | — | | | | | | -0.17% | | |
| | |
Prior to Sale
Below NAV Per Share |
| |
Example 1 – 10% Offering
at 10% Discount(1) |
| |
Example 2 – 25% Offering
at 15% Discount(1) |
| |
Example 3 – 25% Offering
at 100% Discount(1) |
| ||||||||||||||||||||||||||||||
|
Following
Sale |
| |
Percent
Change |
| |
Following
Sale |
| |
Percent
Change |
| |
Following
Sale |
| |
Percent
Change |
| ||||||||||||||||||||||||||
Offering Price | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Price per Share to Public
|
| | | | — | | | | | $ | 11.37 | | | | | | — | | | | | $ | 10.74 | | | | | | — | | | | | $ | — | | | | | | — | | |
Net Proceeds per Share to Issuer
|
| | | | — | | | | | $ | 10.80 | | | | | | — | | | | | $ | 10.20 | | | | | | — | | | | | $ | — | | | | | | — | | |
Increase in Shares and Decrease to NAV Per Share
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Shares Outstanding
|
| | | | 25,000,000 | | | | | | 27,500,000 | | | | | | 10.00% | | | | | | 31,250,000 | | | | | | 25.00% | | | | | | 31,250,000 | | | | | | 25.00% | | |
NAV per Share
|
| | | $ | 12.00 | | | | | $ | 11.89 | | | | | | -0.92% | | | | | $ | 11.64 | | | | | | -3.00% | | | | | $ | 9.60 | | | | | | -20.00% | | |
Accretion to Participating Investor A
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Share Accretion | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares Held by Investor A
|
| | | | — | | | | | | 25,000 | | | | | | — | | | | | | 62,500 | | | | | | — | | | | | | 62,500 | | | | | | — | | |
Percentage of Shares Held by Investor A
|
| | | | — | | | | | | 0.09% | | | | | | — | | | | | | 0.20% | | | | | | — | | | | | | 0.20% | | | | | | — | | |
NAV Accretion | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total NAV Held by Investor A
|
| | | | — | | | | | $ | 297,250 | | | | | | — | | | | | $ | 727,500 | | | | | | — | | | | | $ | 600,000 | | | | | | — | | |
Total Investment by Investor A (At Price to Public)
|
| | | | — | | | | | $ | 284,211 | | | | | | — | | | | | $ | 671,053 | | | | | | — | | | | | $ | — | | | | | | — | | |
Total Accretion to Investor A (Total NAV Less
Total Investment) |
| | | | — | | | | | $ | 13,039 | | | | | | — | | | | | $ | 56,447 | | | | | | — | | | | | $ | 600,000 | | | | | | — | | |
NAV Accretion Per Share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NAV per Share Held by Investor A
|
| | | | — | | | | | $ | 11.89 | | | | | | — | | | | | $ | 11.64 | | | | | | — | | | | | $$ | 9.60 | | | | | | — | | |
Investment per Share Held by Investor A
|
| | | | — | | | | | $ | 11.37 | | | | | | — | | | | | $ | 10.74 | | | | | | — | | | | | $ | — | | | | | | — | | |
NAV Accretion per Share Experienced by
Investor A (NAV per Share Less Investment per Share) |
| | | | — | | | | | $ | 0.52 | | | | | | — | | | | | $ | 0.90 | | | | | | — | | | | | $ | 9.60 | | | | | | — | | |
Percentage NAV Accretion Experienced by Investor A (NAV Accretion per Share Divided by Investment per Share)
|
| | | | — | | | | | | — | | | | | | 4.57% | | | | | | — | | | | | | 8.4% | | | | | | — | | | | | | — | | |
Title of Class
|
| |
Amount
Authorized |
| |
Amount Held by
Us or for Our Account |
| |
Amount
Outstanding Exclusive of Amount Held by Us or for Our Account |
| |||||||||
Common Stock
|
| | | | 200,000,000 | | | | | | — | | | | | | 26,491,274 | | |
| (k)(15) | | | Transfer Agency Agreement and Registrar Services Agreement, dated November 1, 2019, by and between the Registrant and American Stock Transfer & Trust Company, LLC (incorporated by reference to exhibit 10.15 to the Company’s Registration Statement on Form 10 filed on January 16, 2020). | |
| (l) | | | Opinion and Consent of Eversheds Sutherland (US) LLP.* | |
| (n) | | | | |
| (o) | | | Not Applicable. | |
| (p) | | | Not Applicable. | |
| (q) | | | Not Applicable. | |
| (r) | | | |
| | |
Amount
|
| |||
U.S. Securities and Exchange Commission registration fee
|
| | | $ | 27,275 | | |
FINRA filing fee
|
| | | | 38,000 | | |
Nasdaq Global Select Market listing fee(1)
|
| | | | 25,000 | | |
Printing expenses(1)
|
| | | | 50,000 | | |
Legal fees and expenses(1)
|
| | | | 1,200,000 | | |
Accounting fees and expenses(1)
|
| | | | 125,000 | | |
Miscellaneous fees and expenses(1)
|
| | | | 34,725 | | |
Total(1)
|
| | | $ | 1,500,000 | | |
Title of Class
|
| |
Number of
Record Holders |
| |||
Common Stock
|
| | | | 170 | | |
7.00% Unsecured Notes due 2025
|
| | | | 17 | | |
6.00% Unsecured Convertible Notes due 2025
|
| | | | 5 | | |
(3)
|
(a)
|
to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
|
Name
|
| |
Title
|
| | ||
|
/s/ Steven L. Brown
Steven L. Brown
|
| |
Chairman and Chief Executive Officer
(Principal Executive Officer) |
| | | |
|
/s/ David Lund
David Lund
|
| | Chief Financial Officer, Executive Vice President – Finance and Strategic Planning, and Treasurer (Principal Financial and Accounting Officer) | | | ||
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/s/ Kyle Brown
Kyle Brown
|
| | Director, President and Chief Investment Officer | | | ||
|
/s/ Edmund G. Zito
Edmund G. Zito
|
| | Director | | | ||
|
/s/ Richard R. Ward
Richard R. Ward
|
| | Director | | | ||
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/s/ Ronald E. Estes
Ronald E. Estes
|
| | Director | | | ||
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/s/ Michael E. Zacharia
Michael E. Zacharia
|
| | Director | | |
Exhibit (d)(9)
securities and exchange commission
Washington, D.C. 20549
FORM T-1
Statement of Eligibility Under
The Trust Indenture Act of 1939 of a
Corporation Designated to Act as Trustee
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2) ¨
U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
800 Nicollet Mall Minneapolis, Minnesota |
55402 |
(Address of principal executive offices) | (Zip Code) |
Karen R. Beard
U.S. Bank National Association
One Federal Street – 10th Floor
Boston, MA 02110
(617) 603-6565
(Name, address and telephone number of agent for service)
Trinity Capital Inc.
(Issuer with respect to the Securities)
Maryland | 35-2670395 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1 N. 1st Street, 3rd Floor Phoenix, AZ |
85004 |
(Address of Principal Executive Offices) | (Zip Code) |
Debt Securities
(Title of the Indenture Securities)
FORM T-1
Item 1. | GENERAL INFORMATION. Furnish the following information as to the Trustee. |
a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Washington, D.C.
b) | Whether it is authorized to exercise corporate trust powers. |
Yes
Item 2. | AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation. |
None
Items 3-15 | Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. |
Item 16. | LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. |
1. | A copy of the Articles of Association of the Trustee.* |
2. | A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2. |
3. | A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3. |
4. | A copy of the existing bylaws of the Trustee.** |
5. | A copy of each Indenture referred to in Item 4. Not applicable. |
6. | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. |
7. | Report of Condition of the Trustee as of March 31, 2021 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
** Incorporated by reference to 305(b)(2), Registration Number 333-229783 filed on June 21, 2021.
2
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, Commonwealth of Massachusetts on the 8th of July, 2021.
By: | /s/ Karen R. Beard | |
Karen R. Beard | ||
Vice President |
3
Exhibit 2
4
Exhibit 3
5
Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Dated: July 8, 2021
By: | /s/ Karen R. Beard | |
Karen R. Beard | ||
Vice President |
6
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 3/31/2021
($000’s)
3/31/2021 | ||||
Assets | ||||
Cash and Balances Due From Depository Institutions | $ | 43,386,652 | ||
Securities | 154,609,348 | |||
Federal Funds | 0 | |||
Loans & Lease Financing Receivables | 297,075,286 | |||
Fixed Assets | 6,148,452 | |||
Intangible Assets | 13,371,986 | |||
Other Assets | 27,974,559 | |||
Total Assets | $ | 542,566,283 | ||
Liabilities | ||||
Deposits | $ | 444,618,948 | ||
Fed Funds | 1,321,015 | |||
Treasury Demand Notes | 0 | |||
Trading Liabilities | 1,231,176 | |||
Other Borrowed Money | 27,466,875 | |||
Acceptances | 0 | |||
Subordinated Notes and Debentures | 3,350,000 | |||
Other Liabilities | 13,255,984 | |||
Total Liabilities | $ | 491,243,998 | ||
Equity | ||||
Common and Preferred Stock | 18,200 | |||
Surplus | 14,266,915 | |||
Undivided Profits | 36,236,966 | |||
Minority Interest in Subsidiaries | 800,204 | |||
Total Equity Capital | $ | 51,322,285 | ||
Total Liabilities and Equity Capital | $ | 542,566,283 |
7
Exhibit (l)
Eversheds Sutherland (US) LLP |
July 9, 2021
Trinity Capital Inc.
1 N. 1st Street
3rd Floor
Phoenix, Arizona 85004
Re: |
Trinity Capital Inc. Registration Statement on Form N-2 |
Ladies and Gentlemen:
We have acted as counsel to Trinity Capital Inc., a Maryland corporation (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form N-2 on July 9, 2021, as amended from time to time (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the offer, issuance and sale from time to time, pursuant to Rule 415 under the Securities Act, of up to $250,000,000 in aggregate offering amount of the following securities (the “Securities”):
a) | shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), together with any additional shares of Common Stock that may be issued by the Company pursuant to Rule 462(b) under the Securities Act, and including Common Stock to be issuable upon exercise of the Rights and/or the Warrants (as such terms are defined below) (the “Common Shares”); |
b) | shares of the Company’s preferred stock, par value $0.001 per share (the “Preferred Stock”), including Preferred Stock to be issuable upon exercise of the Warrants (the “Preferred Shares”); |
c) | warrants representing rights to purchase Common Stock, Preferred Stock or Debt Securities (“Warrants”); |
d) | subscription rights to purchase Common Stock (“Rights”); and |
e) | debt securities of the Company, including debt securities issuable upon exercise of the Warrants (“Debt Securities”). |
The Registration Statement provides that the Securities may be sold from time to time in amounts, at prices, and on terms to be set forth in one or more supplements (each, a “Prospectus Supplement”) to the final prospectus included in the Registration Statement at the time it becomes effective (the “Prospectus”).
The Debt Securities are to be issued under a base indenture (the “Base Indenture”), dated January 16, 2020, entered into by and between the Company and U.S. Bank National Association, as trustee (the "Trustee"), and one or more supplemental indentures containing the specific terms and conditions for each issuance of the Debt Securities (each a “Supplemental Indenture” and together with the Base Indenture, the “Indenture”). The Warrants will be issued under warrant agreements (each a “Warrant Agreement”) to be entered into by and between the Company and the purchasers thereof, or a warrant agent to be identified in the applicable warrant agreement (the “Warrant Agent”). The Rights are to be issued under rights agreements to be entered into by and between the Company and the purchasers thereof, or a rights agent to be identified in the applicable rights agreement (the “Rights Agreement”).
Eversheds Sutherland (US) LLP |
As counsel to the Company, we have participated in the preparation of the Registration Statement and have examined the originals or copies, certified or otherwise identified to our satisfaction as being true copies, of the following:
(i) | The Articles of Amendment and Restatement of the Company (the “Charter”), certified as of a recent date by the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”); |
(ii) | The Bylaws of the Company, certified as of the date of this opinion letter by an officer of the Company (the “Bylaws”); |
(iii) | A Certificate of Good Standing with respect to the Company issued by the SDAT as of a recent date (the “Certificate of Good Standing”); |
(iv) | The Base Indenture; and | |
(v) | The resolutions of the board of directors of the Company (the “Board”) relating to, among other things, (a) the authorization and approval of the preparation and filing of the Registration Statement, (b) the authorization, execution and delivery of the Base Indenture, and (c) the authorization of the issuance, offer and sale of the Securities pursuant to the Registration Statement, certified as of the date hereof by an officer of the Company (collectively, the “Resolutions”). |
With respect to such examination and our opinions expressed herein, we have assumed, without any independent investigation or verification, (i) the genuineness of all signatures on all documents submitted to us for examination, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as conformed or reproduced copies and the authenticity of the originals of such copied documents, (v) that each Supplemental Indenture, Warrant Agreement and Rights Agreement will be governed by the laws of the State of New York, (vi) that the Indenture, the Warrant Agreements, and the Rights Agreements will be valid and legally binding obligations of the parties thereto (other than the Company), (vii) that all certificates issued by public officials have been properly issued, and (viii) the form and content of all documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion letter from the form and content of such documents as executed and delivered. We also have assumed without independent investigation or verification the accuracy and completeness of all corporate records made available to us by the Company.
As to certain matters of fact relevant to the opinions in this opinion letter, we have relied upon certificates of public officials (which we have assumed remain accurate as of the date of this opinion letter), upon certificates of officers of the Company, and upon and on the representations, warranties and covenants of the Company set forth in the Base Indenture. We have not independently established the facts, or in the case of certificates of public officials, the other statements, so relied upon.
The opinions set forth below are limited to the effect of the Maryland General Corporation Law (the “MGCL”), and, as to the Debt Securities, Warrants, and Rights constituting valid and legally binding obligations of the Company, the laws of the State of New York, in each case, as in effect on the date hereof, and we express no opinion as to the applicability or effect of any other laws of Maryland or the laws of any other jurisdictions. Without limiting the preceding sentence, we express no opinion as to any federal or state securities or broker-dealer laws or regulations thereunder relating to the offer, issuance and sale of the Securities pursuant to the Registration Statement.
This opinion letter has been prepared, and should be interpreted, in accordance with customary practice followed in the preparation of opinion letters by lawyers who regularly give, and such customary practice followed by lawyers who on behalf of their clients regularly advise opinion recipients regarding, opinion letters of this kind.
Eversheds Sutherland (US) LLP |
The opinions expressed in paragraphs 3, 4, and 5 below are limited by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance and other similar laws affecting the rights and remedies of creditors generally, (ii) general principles of equity (including without limitation the availability of specific performance or injunctive relief and the application of concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding at law or in equity, and (iii) federal and state securities laws or principles of public policy that may limit enforcement of rights to indemnity, contribution and exculpation.
On the basis of and subject to the foregoing, and in reliance thereon, and subject to the assumptions, limitations and qualifications set forth in this opinion letter, and further assuming that:
(i) | the Articles Supplementary classifying and designating the number of shares and the terms of any class or series of the Preferred Stock to be issued by the Company (the “Articles Supplementary”) will have been duly authorized and determined or otherwise established by proper action of the Board or a duly authorized committee thereof in accordance with the Charter and Bylaws and have been filed with and accepted for record by the SDAT prior to the issuance of any such Preferred Stock, and such Articles Supplementary comply with the applicable requirements with respect thereto under the MGCL and the Charter and Bylaws, |
(ii) | the Base Indenture and each Supplemental Indenture, containing the specific terms and conditions for each issuance of the Debt Securities will have been duly authorized, executed and delivered by each of the Company and the Trustee in accordance with the terms of the Base Indenture, |
(iii) | each Supplemental Indenture will constitute a valid and legally binding obligation of each of the Company and the Trustee, |
(iv) | the Debt Securities will not include any provision that is unenforceable against the Company, |
(v) | each Warrant Agreement, including any amendments or supplements thereto, and the Warrants issued thereunder, will have been duly authorized, executed and delivered by each of the parties thereto in accordance with the terms of such Warrant Agreement, and each such Warrant Agreement will constitute a valid and legally binding obligation of each of the parties thereto, |
(vi) | each Rights Agreement, including any amendments, or supplements thereto, and the Rights issued thereunder will have been duly authorized, executed and delivered by each of the parties thereto in accordance with the terms of such Rights Agreement, and each such Rights Agreement will constitute a valid and legally binding obligation of each of the parties thereto, |
(vii) | the issuance, offer and sale of the Securities from time to time and the final terms of such issuance, offer and sale, including those relating to price and amount of the Securities to be issued, offered and sold, and certain terms thereof, will have been duly authorized and determined or otherwise established by proper action of the Board or a duly authorized committee thereof in accordance with the Charter, if applicable, the Articles Supplementary, if applicable, the Indenture, if applicable, the Warrant Agreement, if applicable, the Rights Agreement, if applicable, and the Bylaws, if applicable, and are consistent with the terms and conditions for such issuance, offer and sale set forth in the Resolutions and the descriptions thereof in the Registration Statement, the Prospectus and the applicable Prospectus Supplement (such authorization or action being hereinafter referred to as the “Corporate Proceedings”), |
(viii) | the terms of the Debt Securities, the Warrants and the Rights as established and the issuance thereof (a) will not violate any applicable law, (b) will not violate or result in a default under or breach of any agreement, instrument or other document binding upon the Company, and (c) will comply with all requirements or restrictions imposed by any court or governmental body having jurisdiction over the Company, |
Eversheds Sutherland (US) LLP |
(ix) | each issuance of the Debt Securities will have been duly executed by the Company and duly authenticated by the Trustee in accordance with the Base Indenture, as supplemented by the applicable Supplemental Indenture, and delivered to, and the agreed consideration will have been fully paid at the time of such delivery by, the purchasers thereof, |
(x) | at the time of issuance of the Debt Securities, after giving effect to such issuance of the Debt Securities, the Company will be in compliance with Section 18(a)(1)(A) of the Investment Company Act of 1940, as amended, giving effect to applicable provision of Section 61(a) thereof, |
(xi) | any Common Shares, Preferred Shares or Warrants issued and sold pursuant to the Registration Statement, including upon the exercise of any Securities convertible into or exercisable for Common Shares or Preferred Shares, will have been delivered to, and the agreed consideration will have been fully paid at the time of such delivery by, the purchasers thereof, |
(xii) | upon the issuance of any Common Shares or Preferred Shares by the Company pursuant to the Registration Statement, including upon the exercise of any Securities convertible into or exercisable for Common Shares or Preferred Shares, the total number of shares of Common Stock or Preferred Stock, as applicable, issued and outstanding will not exceed the total number of shares of Common Stock or Preferred Stock, as applicable, that the Company is then authorized to issue under the Charter, and |
(xiii) | the Certificate of Good Standing remains accurate, the Resolutions and the applicable Corporate Proceedings remain in effect, without amendment, and the Registration Statement will have become effective under the Securities Act and remains effective at the time of the issuance, offer and/or sale of the Securities, |
we are of the opinion that:
1. | Upon completion of all Corporate Proceedings with respect thereto, the issuance of the Common Shares by the Company will be duly authorized and, when issued and paid for in accordance with the Registration Statement, the Prospectus, the applicable Prospectus Supplement, the Resolutions and all Corporate Proceedings relating thereto, the Common Shares will be validly issued, fully paid and non-assessable. |
2. | Upon completion of all Corporate Proceedings with respect thereto, the issuance of the Preferred Shares will be duly authorized and, when issued and paid for in accordance with the Registration Statement, the Prospectus, the applicable Prospectus Supplement, the Resolutions and all Corporate Proceedings relating thereto, the Preferred Shares will be validly issued, fully paid and non-assessable. |
3. | Upon completion of all Corporate Proceedings with respect thereto, the issuance of the Rights will be duly authorized and, when issued and paid for in accordance with the applicable Rights Agreement, the Registration Statement, the Prospectus, the applicable Prospectus Supplement, the Resolutions, and all Corporate Proceedings relating thereto, the Rights will constitute valid and legally binding obligations of the Company. |
4. | Upon completion of all Corporate Proceedings with respect thereto, the issuance of the Debt Securities will be duly authorized and, when issued and paid for in accordance with the Base Indenture, the applicable Supplemental Indenture, the Registration Statement, the Prospectus, the applicable Prospectus Supplement, the Resolutions and all Corporate Proceedings relating thereto, each issuance of the Debt Securities will constitute valid and legally binding obligations of the Company. |
Eversheds Sutherland (US) LLP |
5. | Upon completion of all Corporate Proceedings with respect thereto, the issuance of the Warrants will be duly authorized and, when issued and paid for in accordance with the applicable Warrant Agreement, the Registration Statement, the Prospectus, the applicable Prospectus Supplement, the Resolutions and all Corporate Proceedings relating thereto, the Warrants will constitute valid and legally binding obligations of the Company. |
The opinions expressed in this opinion letter (i) are strictly limited to the matters stated in this opinion letter, and without limiting the foregoing, no other opinions are to be inferred and (ii) are only as of the date of this opinion letter, and we are under no obligation, and do not undertake, to advise the Company or any other person or entity either of any change of law or fact that occurs, or of any fact that comes to our attention, after the date of this opinion letter, even though such change or such fact may affect the legal analysis or a legal conclusion in this opinion letter.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference of our firm in the “Legal Matters” section of the Registration Statement. We do not admit by giving this consent that we are in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.
Very truly yours, | |
/s/ EVERSHEDS SUTHERLAND (US) LLP |
Exhibit (n)
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the captions “Senior Securities” and "Independent Registered Public Accounting Firm" in this Registration Statement (Form N-2) and related Prospectus of Trinity Capital Inc. for the registration of its common stock, preferred stock, warrants, subscription rights and debt securities.
We also consent to the incorporation by reference therein of our report dated March 4, 2021, with respect to the consolidated financial statements of Trinity Capital Inc. as of December 31, 2020 and 2019, and for the year ended December 31, 2020 and for the period August 12, 2019 (date of inception) to December 31, 2019, included in its Annual Report (Form 10-K) for the year ended December 31, 2020, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Los Angeles, California
July 9, 2021