Trinity Capital Inc美股招股说明书(2025-01-24版)

TRINITY CAPITAL INC. Up to $50,000,000 in Aggregate Principal Amount of6.00% Convertible Notes due 2025 andShares of Common Stock Issuable Upon Conversion Thereofby the Selling Securityholders We are a specialty lending company that provides debt, including loans and equipment financings, togrowth-stagecompanies,including venture-backed companies and companies with institutional equityinvestors. We define “growth-stage companies” as companies that have significant ownership and activeparticipation by sponsors, such as institutional investors or private equity firms, and expected annual revenuesof up to $100 million. We are an internally managed, closed-end, non-diversified management investment company that haselected to be regulated as a business development company (“BDC”) under the Investment CompanyAct of 1940, as amended (the “1940 Act”). We have elected to be treated, and intend to qualify annually, as aregulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”), forU.S. federal income tax purposes. As a BDC and a RIC, we are required to comply with certain regulatoryrequirements. See “Regulation” and “Certain U.S. Federal Income Tax Considerations.” Our investment objective is to generate current income and, to a lesser extent, capital appreciationthrough our investments. We seek to achieve our investment objective by making investments consistingprimarily of term loans and equipment financings and, to a lesser extent, working capital loans, equity andequity-related investments. In addition, we may obtain warrants or contingent exit fees at funding from many ofour portfolio companies, providing an additional potential source of investment returns. We primarily seek to invest in loans and equipment financings to growth-stage companies that havegenerally completed product development and are in need of capital to fund revenue growth. Our loans andequipment financings generally range from $5 million to $50 million. We are not limited to investing in anyparticular industry or geographic area and seek to invest in under-financed segments of the private creditmarkets. The debt in which we invest typically is not rated by any rating agency, but if these instruments wererated, they would likely receive a rating of below investment grade (that is, below BBB- or Baa3), which isoften referred to as “high yield” or “junk.” We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, asamended (the “Securities Act”). As a result, we are subject to reduced public company reporting requirementsand intend to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the SecuritiesAct. Our common stock is traded on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “TRIN.”On January 23, 2025, the last reported sales price of our common stock on Nasdaq was $14.92 per share. Thenet asset value per share of our common stock at September 30, 2024 (the last date prior to the date of thisprospectus for which we reported net asset value) was $13.13. Our 6.00% Convertible Notes due 2025 (the “Convertible Notes”) have no history of public trading andwe do not intend to list the Convertible Notes on any national securities exchange. This prospectus relates to the resale from time to time of (i) up to $50,000,000 in aggregate principalamount the Convertible Notes and (ii) shares our common stock, par value $0.001 per share, issuable upon theconversion of the Convertible Notes, from time to time, by the selling securityholders identified in thisprospectus or any Table of Contents accompanying prospectus supplement, if any (the “Selling Securityholders”). This prospectus also relates to theissuance and sale of shares of our common stock issued upon the conversion of the Convertible Notes bysubsequent purchasers of the Convertible Notes. This prospectus does not necessarily mean that the SellingSecurityholders will offer or sell any or all of the Convertible Notes or shares of our common stock issuableupon conversion of the Convertible Notes. We cannot predict when or in what amounts, if any, the SellingSecurityholders may sell the Convertible Notes or shares of our common stock issuable upon conversion of theConvertible Notes offered by this prospectus. The prices at which the Selling Securityholders may sell theConvertible Notes or shares of our common stock issuable upon conversion of the Convertible Notes will bedetermined by the prevailing market price for the Convertible Notes or shares of our common stock issuableupon conversion of the Convertible Notes, or in negotiated transactions. We are filing the registrationstatement, of which this prospectus forms a part, pursuant to a registration rights agreement, dated as ofDecember 11, 2020, we entered into for the benefit of the Selling Securityholders. We will not receive any ofthe proceeds from the resale of the Convertible Notes or shares of our common stoc