Trinity Capital Inc美股招股说明书(2025-08-29版)

TRINITY CAPITAL INC. Common Stock We are a specialty lending company that provides debt, including loans, equipment financingsand asset-based lending, to growth-oriented companies, including institutional investor-backedcompanies. We define “growth-oriented companies” as companies that have significant ownership andactive participation by sponsors, such as institutional investors or private equity firms, andexpected annual revenues of up to $100million. We are an internally managed, closed-end, non-diversified management investment company thathas elected to be regulated as a business development company (“BDC”) under the InvestmentCompany Actof 1940, as amended (the “1940 Act”). We have elected to be treated, and intend toqualify annually as a regulated investment company (“RIC”) under Subchapter M of the InternalRevenue Code of 1986, as amended (the “Code”), for U.S.federal income tax purposes. As a BDCand a RIC, we are required to comply with certain regulatory requirements. Our investment objective is to generate current income and, to a lesser extent, capitalappreciation through our investments across five distinct vertical markets. We seek to achieve ourinvestment objective by making investments consisting primarily of term loans, equipmentfinancings, and asset based lending and, to a lesser extent, working capital loans, equity andequity-related investments. In addition, we may obtain warrants or contingent exit fees at fundingfrom many of our portfolio companies, providing an additional potential source of investmentreturns. We primarily target investments in growth-oriented companies, which are typically privatecompanies, including institutional investor-based companies. Our loans and equipment financingsgenerally range from $5million to $50 million. Subject to the requirements of the 1940 Act, weare not limited to investing in any particular industry or geographic area and seek to invest inunder-financed segments of the private credit markets. The debt in which we invest typically is notrated by any rating agency, but if these instruments were rated, they would likely receive a ratingof below investment grade (that is, below BBB- or Baa3), which is often referred to as “highyield” or “junk.” We have entered into separate open market sale agreements (the “Sales Agreements”) with eachof Jefferies LLC, B.Riley Securities, Inc., Keefe, Bruyette& Woods, Inc. and Compass PointResearch& Trading, LLC (each a “Sales Agent” and collectively, the “Sales Agents”) relatingto the shares of our common stock offered by this prospectus supplement and the accompanyingprospectus. The Sales Agreements provide that we may offer and sell up to $250,000,000 of shares ofour common stock from time to time through the Sales Agents. Sales of shares of our common stock,if any, under this prospectus supplement and the accompanying prospectus may be made in negotiatedtransactions or transactions that are deemed to be “at the market,” as defined in Rule415 underthe Securities Actof 1933, as amended (the “Securities Act”), including, without limitation,sales made directly on or through the Nasdaq Global Select Market (“Nasdaq”), or similarsecurities exchange or sales made to or through a market maker other than on an exchange, at pricesrelated to the prevailing market prices or at negotiated prices, but not at prices below our thencurrent net asset value per share. Under the terms of the Sales Agreements, each of the Sales Agents will receive a commissionfrom us equal to up to 2.00% of the gross sales price of any shares of our common stock soldthrough it as a Sales Agent under the Sales Agreements. The Sales Agents are not required to sellany specific number or dollar amount of common stock, but will use their commercially reasonableefforts consistent with their sales and trading practices to sell the shares of our common stockoffered by this prospectus supplement and the accompanying prospectus. See “Plan of Distribution”in this prospectus supplement. Our common stock is traded on Nasdaq under the symbol “TRIN.” On August26, 2025, the lastreported sales price of our common stock on Nasdaq was $15.97 per share. The net asset value(“NAV”) per share of our common stock at June30, 2025 (the last date prior to the date of thisprospectus supplement for which we reported NAV per share) was $13.27. Sharesof closed-end investment companies,including BDCs,frequently trade at adiscountto their NAV per share.If our shares trade at a discount to our NAV pershare,it will likely increase the risk of loss for purchasers in this offering. Investingin our common stock involves a high degree of risk.Before making adecisionto invest in our common stock,you should read the discussion of the materialrisksof investing in our securities,including the risk of leverage and dilution,in“Risk Factors”on page S-7 of this prospectus supplement and page 6 of theaccompanyingprospectus,or otherwise included in or incorporated by reference in thispros