Trinity Capital Inc美股招股说明书(2025-02-10版)

TRINITY CAPITAL INC. Up to $100,000,000 7.875% Notes Due March 2029and/or 7.875% Notes Due September 2029 We are a specialty lending company that provides debt, including loans and equipment financings, togrowth-stage companies, 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, qualify and intend to continue toqualify annually as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, asamended (the “Code”), for U.S. federal income tax purposes. As a BDC and a RIC, we are required to complywith certain regulatory requirements. 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. Our equipment financings involve loans for general or specific use, includingacquiring equipment, that are secured by the equipment or other assets of the portfolio company. In addition,we may obtain warrants or contingent exit fees at funding from many of our portfolio companies, providing anadditional potential source of investment returns. We primarily target investments in growth-stage companies that have generally completed productdevelopment and are in need of capital to fund revenue growth. Our loans and equipment financings generallyrange from $5 million to $50 million. We are not limited to investing in any particular industry or geographicarea and seek to invest in under-financed segments of the private credit markets. The debt in which we investtypically is not rated by any rating agency, but if these instruments were rated, they would likely receive arating of below investment grade (that is, below BBB- or Baa3), which is often referred to as “high yield” or“junk.” We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, 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. We have entered into an open market sale agreement (the “Sales Agreement”) with B. Riley Securities,Inc., as sales agent and/or principal thereunder (the “Sales Agent”), relating to (i) our 7.875% Notes DueMarch 2029 (the “March 2029 Notes”) and (ii) our 7.875% Notes Due September 2029 (the “September 2029 Notes” and together with the March 2029 Notes, the “Notes”) offered by this prospectus supplement and theaccompanying prospectus. The Sales Agreement provides that we may offer and sell up to $100,000,000 inaggregate principal amount of our March 2029 Notes and/or our September 2029 Notes from time to timethrough the Sales Agent. Sales of the Notes, if any, under this prospectus supplement and the accompanyingprospectus may be made in negotiated transactions or transactions that are deemed to be “at the market,” asdefined in Rule 415 under the Table of Contents Securities Act, including, without limitation, sales made directly on or through the Nasdaq Global SelectMarket (“Nasdaq”), or similar securities exchange or sales made to or through a market maker other than on anexchange, at prices related to the prevailing market prices or at negotiated prices. If any of the Notes are sold atprices above the par value of $25 per Note, the effective yield on such Notes to the purchasers may be less than7.875%. Under the terms of the Sales Agreement, the Sales Agent will receive a commission from us equal to upto 2.00% of the gross sales price of any Notes sold through it under the Sales Agreement. The Sales Agent isnot required to sell any specific number or dollar amount of Notes, but will use its commercially reasonableefforts consistent with its sales and trading practices to sell the Notes offered by this prospectus supplement andthe accompanying prospectus. See “Plan of Distribution” in this prospectus supplement. The March 2029 Notes offered hereby will be a further issuance of, will be fungible with, rank equally inright of payment with, and form a single series for all purposes under the indenture governing the March 2029Notes, including, without limitation, waivers, amendments, consents, redemptions and other offers to purchaseand voting, with the $115,000,000 aggregate principal amount of the 7.875% Notes due March