TPVG 10-Q Quarterly Report Sept. 30, 2023

TRIPLEPOINT VENTURE GROWTH BDC CORP.

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tpvg-20230930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________________________________________________________________________________________________

Form 10-Q

________________________________________________________________________________________________________________________________________________


(Mark One)
x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023


¨			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER: 814-01044

________________________________________________________________________________________________________________________________________________

TriplePoint Venture Growth BDC Corp.

(Exact name of registrant as specified in its charter)

________________________________________________________________________________________________________________________________________________


Maryland						46-3082016
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

2755 Sand Hill Road , Suite 150 , Menlo Park , California 94025

(Address of principal executive office)

( 650 ) 854-2090

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.01 per share

TPVG

The New York Stock Exchange

________________________________________________________________________________________________________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	¨
Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

There were 36,085,862 shares of the Registrant’s common stock outstanding as of November 1, 2023.

TRIPLEPOINT VENTURE GROWTH BDC CORP.

TABLE OF CONTENTS


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	1
	Consolidated Statements of Assets and Liabilities as of September 30, 2023 (unaudited) and December 31, 2022	1
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 (unaudited) and September 30, 2022 (unaudited)	2
	Consolidated Statements of Changes in Net Assets for the Three and Nine Months Ended September 30, 2023 (unaudited) and September 30, 2022 (unaudited)	3
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 (unaudited) and September 30, 2022 (unaudited)	4
	Consolidated Schedules of Investments as of September 30, 2023 (unaudited) and December 31, 2022	5
	Notes to Consolidated Financial Statements (unaudited)	37
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	55
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	71
Item 4.	Controls and Procedures	73
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	73
Item 1A.	Risk Factors	73
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	73
Item 3.	Defaults Upon Senior Securities	74
Item 4.	Mine Safety Disclosures	74
Item 5.	Other Information	75
Item 6.	Exhibits	77
	Signatures	79

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(in thousands, except per share data)


	September 30, 2023		December 31, 2022
	(unaudited)
Assets
Investments at fair value (amortized cost of $ 924,127 and $ 959,407 , respectively)	$	870,178	$	949,276
Cash and cash equivalents	105,003		51,489
Restricted cash	17,461		7,771
Deferred credit facility costs	3,068		4,128
Prepaid expenses and other assets	2,770		1,869
Total assets	$	998,480	$	1,014,533

Liabilities
Revolving Credit Facility	$	210,000	$	175,000
2025 Notes, net	69,685		69,543
2026 Notes, net	198,930		198,598
2027 Notes, net	124,048		123,839
Base management fee payable	4,596		4,203
Income incentive fee payable	—		—
Other accrued expenses and liabilities	17,121		23,410
Total liabilities	$	624,380	$	594,593
Commitments and Contingencies (Note 7)

Net assets
Preferred stock, par value $ 0.01 per share ( 50,000 shares authorized; no shares issued and outstanding, respectively)	$	—	$	—
Common stock, par value $ 0.01 per share	361		353
Paid-in capital in excess of par value	478,445		470,572
Total distributable earnings (loss)	( 104,706 )		( 50,985 )
Total net assets	$	374,100	$	419,940
Total liabilities and net assets	$	998,480	$	1,014,533

Shares of common stock outstanding (par value $ 0.01 per share and 450,000 authorized)	36,086		35,348
Net asset value per share	$	10.37	$	11.88

See accompanying notes to consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share data)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023		2022
Investment income
Interest income from investments	$	34,070	$	29,214	$	100,825	$	82,142
Other income
Expirations/terminations of unfunded commitments	668		101		1,740		145
Other fees	1,000		383		1,953		2,188
Total investment and other income	35,738		29,698		104,518		84,475

Operating expenses
Base management fee	4,596		3,932		13,403		11,550
Income incentive fee	—		101		—		6,651

Interest expense and amortization of fees	9,297		7,153		28,486		18,378
Administration agreement expenses	579		593		1,720		1,673
General and administrative expenses	2,162		1,059		4,389		3,162
Total operating expenses	16,634		12,838		47,998		41,414

Net investment income	19,104		16,860		56,520		43,061

Net realized and unrealized gains/(losses)
Net realized gains (losses) on investments	( 25,556 )		( 13,187 )		( 23,730 )		( 17,038 )
Net change in unrealized gains (losses) on investments	8,600		( 3,241 )		( 43,818 )		( 34,299 )

Net realized and unrealized gains/(losses)	( 16,956 )		( 16,428 )		( 67,548 )		( 51,337 )

Net increase (decrease) in net assets resulting from operations	$	2,148	$	432	$	( 11,028 )	$	( 8,276 )

Per share information (basic and diluted)
Net investment income per share	$	0.54	$	0.51	$	1.59	$	1.35
Net increase (decrease) in net assets per share	$	0.06	$	0.01	$	( 0.31 )	$	( 0.26 )
Weighted average shares of common stock outstanding	35,609		33,373		35,453		31,816



Total distributions declared per share	$	0.40	$	0.36	$	1.20	$	1.08

See accompanying notes to consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(unaudited)

(in thousands)


				Paid-in capital in excess of par value		Total distributable earnings (loss)		Net assets
	Common stock
	Shares	Par value








Balance as of June 30, 2022	31,074	$	311	$	415,095	$	( 11,082 )	$	404,324
Net increase (decrease) in net assets resulting from operations	—	—		—		432		432
Issuance of Common Stock, net	4162	42		55,289		—		55,331
Distributions reinvested in common stock	46	—		479		—		479
Distributions from distributable earnings	—	—		—		( 12,685 )		( 12,685 )
Balance as of September 30, 2022	35,282	$	353	$	470,863	$	( 23,335 )	$	447,881

Balance as of June 30, 2023	35,447	$	354	$	471,540	$	( 92,460 )	$	379,434
Net increase (decrease) in net assets resulting from operations	—	—		—		2,148		2,148
Issuance of common stock, net	564	6		6,185		—		6,191
Distributions reinvested in common stock	75	1		750		—		751
Distributions from distributable earnings	—	—		—		( 14,394 )		( 14,394 )
Offering costs	—	—		( 30 )		—		( 30 )

Balance as of September 30, 2023	36,086	$	361	$	478,445	$	( 104,706 )	$	374,100

Balance as of December 31, 2021	31,011	$	310	$	414,218	$	19,963	$	434,491
Net increase (decrease) in net assets resulting from operations	—	—		—		( 8,276 )		( 8,276 )
Issuance of common stock, net	4162	42		55,289		—		55,331
Distributions reinvested in common stock	109	1		1,356		—		1,357
Distributions from distributable earnings	—	—		—		( 35,022 )		( 35,022 )
Balance as of September 30, 2022	35,282	$	353	$	470,863	$	( 23,335 )	$	447,881

Balance as of December 31, 2022	35,348	$	353	$	470,572	$	( 50,985 )	$	419,940
Net increase (decrease) in net assets resulting from operations	—	—		—		( 11,028 )		( 11,028 )
Issuance of common stock, net	564	6		6,185		—		6,191
Distributions reinvested in common stock	174	2		1,868		—		1,870
Distributions from distributable earnings	—	—		—		( 42,693 )		( 42,693 )
Offering costs	—	—		( 180 )		—		( 180 )

Balance as of September 30, 2023	36,086	$	361	$	478,445	$	( 104,706 )	$	374,100

See accompanying notes to consolidated financial statements.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(dollars in thousands)


	For the Nine Months Ended September 30,
	2023		2022
Cash Flows from Operating Activities:
Net increase (decrease) in net assets resulting from operations	$	( 11,028 )	$	( 8,276 )
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Fundings and purchases of investments	( 101,789 )		( 326,638 )
Principal payments and proceeds from investments	130,861		195,603
Payment-in-kind interest on investments	( 7,946 )		( 4,593 )
Net change in unrealized (gains) losses on investments	43,818		34,299
Net realized (gains) losses on investments	23,730		17,038
Amortization and (accretion) of premiums and discounts, net	( 2,528 )		( 7,826 )
(Accretion) reduction of end-of-term payments, net of prepayments	( 7,050 )		( 4,973 )
Amortization of debt fees and issuance costs	1,758		1,450

Change in operating assets and liabilities:
Prepaid expenses and other assets	( 901 )		( 685 )
Base management fee payable	393		667
Income incentive fee payable	—		( 3,126 )

Other accrued expenses and liabilities	( 6,289 )		( 237 )
Net cash (used in) provided by operating activities	63,029		( 107,297 )
Cash Flows from Financing Activities:
Borrowings under revolving credit facility	205,000		216,000
Repayments under revolving credit facility	( 170,000 )		( 295,000 )
Distributions paid	( 40,823 )		( 33,666 )
Deferred credit facility costs	—		( 3,114 )
Proceeds from issuance of 2027 Notes	—		125,000
Debt issuance costs	( 13 )		( 1,402 )
Offering costs	( 180 )		—






Proceeds from the issuance of common stock, net	6,191		55,331
Net cash provided by (used in) financing activities	175		63,149
Net change in cash, cash equivalents and restricted cash	63,204		( 44,148 )
Cash, cash equivalents and restricted cash at beginning of period	59,260		59,147
Cash, cash equivalents and restricted cash at end of period	$	122,464	$	14,999

	For the Nine Months Ended September 30,
	2023		2022
Cash and cash equivalents	$	105,003	$	6,861
Restricted cash	17,461		8,138
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$	122,464	$	14,999

Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	31,020	$	18,765
Distributions reinvested	$	1,868	$	1,356
Excise tax paid	$	726	$	337

See accompanying notes to consolidated financial statements.


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) (unaudited) As of September 30, 2023
Portfolio Company	Type of Investment	Acquisition Date (12)	Outstanding Principal		Cost (6)		Fair Value		Maturity Date

Debt Investments

Application Software
Flo Health UK Limited (1)(3)	Growth Capital Loan (Prime + 5.75 % interest rate, 9.00 % floor, 3.00 % EOT payment)	5/17/2022	$	8,333	$	8,240	$	8,240	5/31/2025
	Growth Capital Loan (Prime + 5.75 % interest rate, 9.00 % floor, 3.00 % EOT payment)	7/21/2022	8,750		8,613		8,613		7/31/2025
	Growth Capital Loan (Prime + 5.75 % interest rate, 9.00 % floor, 3.00 % EOT payment)	9/30/2022	5,750		5,636		5,636		9/30/2025
	Growth Capital Loan (Prime + 5.75 % interest rate, 9.00 % floor, 3.00 % EOT payment)	2/6/2023	2,167		2,158		2,158		2/28/2025
Total Application Software - 6.59 %*			25,000		24,647		24,647

Business Applications Software
Arcadia Power, Inc.	Growth Capital Loan ( 8.75 % interest rate, 3.25 % EOT payment)	12/16/2021	4,518		4,660		4,617		12/31/2024
	Growth Capital Loan ( 9.75 % interest rate, 7.00 % EOT payment)	5/6/2022	11,000		11,158		10,899		11/30/2026
	Growth Capital Loan ( 11.00 % interest rate, 7.00 % EOT payment)	6/29/2022	7,000		7,002		6,865		12/31/2026
			22,518		22,820		22,381
FlashParking, Inc.	Growth Capital Loan (Prime + 7.00 % interest rate, 10.25 % floor, 7.00 % EOT payment)	6/15/2021	20,000		20,729		20,790		6/30/2024
	Growth Capital Loan (Prime + 5.00 % interest rate, 8.25 % floor, 4.00 % EOT payment)	10/27/2021	278		288		288		10/31/2023
	Growth Capital Loan (Prime + 5.00 % interest rate, 8.25 % floor, 4.00 % EOT payment)	1/21/2022	347		357		357		1/31/2024
			20,625		21,374		21,435
Farmer's Business Network, Inc.	Convertible Note ( 15.00 % interest rate) (2)	9/28/2023	14		14		14		9/27/2025
Uniphore Technologies Inc.	Growth Capital Loan ( 11.00 % interest rate, 4.00 % EOT payment)	12/22/2021	5,323		5,519		5,499		6/30/2024
	Growth Capital Loan ( 11.00 % interest rate, 4.00 % EOT payment)	12/22/2021	5,323		5,519		5,499		6/30/2024
			10,646		11,038		10,998
Total Business Applications Software - 14.66 %*			53,803		55,246		54,828

Business Products and Services
Cart.com, Inc.	Growth Capital Loan (Prime + 5.50 % interest rate, 8.75 % floor, 6.00 % EOT payment)	12/30/2021	19,443		19,636		19,636		12/31/2025
	Growth Capital Loan (Prime + 7.25 % interest rate, 10.50 % floor, 7.75 % EOT payment)	11/8/2022	5,000		5,023		5,023		5/31/2026
			24,443		24,659		24,659
Quick Commerce Ltd (1)(3)	Growth Capital Loan (Prime + 7.50 % interest rate, 10.75 % floor, 7.50 % EOT payment)	5/4/2022	21,000		21,218		20,919		5/31/2025
RenoRun US Inc. (1)(3)(7)	Growth Capital Loan (Prime + 10.50 % interest rate, 13.75 % floor, 8.25 % EOT payment) (2)	12/30/2021	400		311		585		12/31/2025
Total Business Products and Services - 12.34 %*			45,843		46,188		46,163


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) (unaudited) As of September 30, 2023
Portfolio Company	Type of Investment	Acquisition Date (12)	Outstanding Principal		Cost (6)		Fair Value		Maturity Date

Business/Productivity Software
Forum Brands, LLC	Growth Capital Loan ( 12.00 % interest rate, 4.00 % EOT payment)	7/6/2021	$	5,796	$	6,028	$	6,023	10/31/2023
	Growth Capital Loan ( 12.00 % interest rate, 4.00 % EOT payment)	7/21/2021	438		456		455		10/31/2023
	Growth Capital Loan ( 12.00 % interest rate, 4.00 % EOT payment)	8/10/2021	525		544		544		10/31/2023
	Growth Capital Loan ( 12.00 % interest rate, 4.00 % EOT payment) (2)	10/6/2021	2,430		2,511		2,509		10/31/2023
	Growth Capital Loan ( 12.00 % interest rate, 4.00 % EOT payment) (2)	11/2/2021	1,578		1,625		1,623		11/30/2023
	Growth Capital Loan ( 12.00 % interest rate, 4.00 % EOT payment) (2)	11/2/2021	4,233		4,360		4,354		11/30/2023
	Growth Capital Loan ( 12.00 % interest rate, 4.00 % EOT payment) (2)	12/28/2021	1,414		1,451		1,448		12/31/2023
	Growth Capital Loan ( 12.00 % interest rate, 4.00 % EOT payment) (2)	12/28/2021	540		554		553		12/31/2023
	Growth Capital Loan ( 12.00 % interest rate, 4.00 % EOT payment) (2)	12/28/2021	95		97		97		12/31/2023
	Growth Capital Loan ( 12.00 % interest rate, 4.00 % EOT payment) (2)	1/28/2022	3,060		3,129		3,120		1/31/2024
	Growth Capital Loan ( 12.00 % interest rate, 4.00 % EOT payment) (2)	4/14/2022	1,166		1,181		1,175		4/30/2024
	Growth Capital Loan ( 12.00 % interest rate, 4.00 % EOT payment) (2)	4/14/2022	439		445		442		4/30/2024
	Growth Capital Loan ( 12.00 % interest rate, 4.00 % EOT payment) (2)	9/21/2022	2,850		2,840		2,818		9/30/2024
	Growth Capital Loan ( 12.00 % interest rate, 4.00 % EOT payment) (2)	11/1/2022	5,130		5,094		5,050		10/31/2024
	Growth Capital Loan ( 12.00 % interest rate, 4.00 % EOT payment) (2)	12/22/2022	306		303		300		12/31/2024
			30,000		30,618		30,511
Metropolis Technologies, Inc.	Growth Capital Loan (Prime + 4.34 % cash interest rate + 4.16 % PIK interest, 11.75 % floor, 7.00 % EOT payment) (2)	3/30/2022	27,690		27,943		28,153		3/31/2027
Total Business/Productivity Software - 15.68 %*			57,690		58,561		58,664

Consumer Finance
Activehours, Inc. (d/b/a Earnin)	Revolver (Prime + 4.25 % interest rate, 11.75 % floor) (2)	12/30/2022	—		—		—		12/30/2025
Total Consumer Finance - 0.00 %*			—		—		—

Consumer Non-Durables
Alyk, Inc.	Growth Capital Loan (Prime + 7.50 % interest rate, 14.50 % floor, 7.25 % EOT payment)	6/16/2021	1,998		1,997		1,964		6/30/2025
Don't Run Out, Inc.	Growth Capital Loan (Prime + 7.75 % interest rate, 11.00 % floor, 10.00 % EOT payment)	12/30/2021	1,000		1,030		1,030		6/30/2025
	Growth Capital Loan (Prime + 5.00 % interest rate, 10.50 % floor, 9.00 % EOT payment)	10/31/2022	1,000		1,022		1,022		10/31/2025
			2,000		2,052		2,052
Underground Enterprises, Inc. (7)	Growth Capital Loan (Prime + 3.00 % interest rate, 6.50 % floor, 1.00 % EOT payment)	11/3/2022	2,250		2,211		658		10/31/2023
	Growth Capital Loan (Prime + 3.75 % interest rate, 7.25 % floor, 5.50 % EOT payment)	11/3/2022	1,500		1,493		438		10/31/2023
	Growth Capital Loan (Prime + 3.75 % interest rate, 7.25 % floor, 5.50 % EOT payment)	11/3/2022	2,250		2,230		658		10/31/2023
			6,000		5,934		1,754
Total Consumer Non-Durables - 1.54 %*			9,998		9,983		5,770


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) (unaudited) As of September 30, 2023
Portfolio Company	Type of Investment	Acquisition Date (12)	Outstanding Principal		Cost (6)		Fair Value		Maturity Date

Consumer Products and Services
Avantstay, Inc.	Growth Capital Loan (Prime + 5.50 % interest rate, 11.00 % floor, 5.50 % EOT payment)	3/20/2023	$	1,920	$	1,900	$	1,900	3/31/2026
	Growth Capital Loan (Prime + 6.50 % interest rate, 12.00 % floor, 7.00 % EOT payment)	4/17/2023	648		638		638		4/30/2027
	Growth Capital Loan (Prime + 6.50 % interest rate, 12.00 % floor, 7.00 % EOT payment) (2)	6/15/2023	412		404		404		6/30/2027
	Growth Capital Loan (Prime + 6.50 % interest rate, 12.00 % floor, 7.00 % EOT payment) (2)	8/9/2023	954		933		933		8/31/2027
	Growth Capital Loan (Prime + 6.50 % interest rate, 12.00 % floor, 7.00 % EOT payment) (2)	9/1/2023	668		653		653		8/31/2027
			4,602		4,528		4,528
Baby Generation, Inc.	Growth Capital Loan (Prime + 7.50 % interest rate, 10.75 % floor, 8.00 % EOT payment) (2)	1/26/2022	1,875		1,938		1,948		1/31/2025
	Growth Capital Loan (Prime + 5.25 % interest rate, 8.50 % floor, 7.50 % EOT payment) (2)	12/19/2022	625		634		637		12/31/2024
	Growth Capital Loan (Prime + 5.25 % interest rate, 8.50 % floor, 7.50 % EOT payment) (2)	3/30/2023	2,187		2,191		2,203		3/31/2025
			4,687		4,763		4,788
Flink SE (1)(3)	Growth Capital Loan ( 9.75 % interest rate, 6.75 % EOT payment)	7/5/2022	12,500		12,571		12,177		7/31/2025
	Growth Capital Loan ( 9.75 % interest rate, 6.75 % EOT payment)	10/21/2022	12,500		12,514		12,053		10/31/2025
			25,000		25,085		24,230
Frubana Inc. (1)(3)	Growth Capital Loan (Prime + 6.25 % interest rate, 9.75 % floor, 5.00 % EOT payment) (2)	1/25/2023	210		208		208		1/31/2027
	Growth Capital Loan (Prime + 6.50 % interest rate, 10.00 % floor, 6.00 % EOT payment) (2)	4/3/2023	8,000		7,950		7,950		4/30/2025
			8,210		8,158		8,158
Foodology Inc. (1)(3)	Growth Capital Loan (Prime + 5.75 % interest rate, 9.00 % floor, 5.50 % EOT payment) (2)	4/8/2022	203		208		208		4/30/2025
	Growth Capital Loan (Prime + 5.75 % interest rate, 9.00 % floor, 5.50 % EOT payment) (2)	5/16/2022	516		527		527		5/31/2025
	Growth Capital Loan (Prime + 6.25 % interest rate, 9.50 % floor, 6.00 % EOT payment) (2)	5/24/2022	3,413		3,494		3,494		5/31/2025
	Growth Capital Loan (Prime + 6.75 % interest rate, 10.00 % floor, 6.50 % EOT payment) (2)	4/28/2023	2,976		2,930		2,930		4/30/2026
	Growth Capital Loan (Prime + 6.75 % interest rate, 10.00 % floor, 6.50 % EOT payment) (2)	4/28/2023	1,280		1,260		1,260		4/30/2026
			8,388		8,419		8,419
Good Eggs, Inc.	Growth Capital Loan (Prime + 0.50 % interest rate, 8.00 % floor, 7.75 % EOT payment)	8/12/2021	5,298		5,503		5,349		8/31/2025
	Growth Capital Loan (Prime + 0.50 % interest rate, 8.00 % floor, 6.00 % EOT payment)	5/26/2022	7,000		7,037		6,862		5/31/2025
			12,298		12,540		12,211
Hydrow, Inc.	Growth Capital Loan (Prime + 7.75 % interest rate, 11.00 % floor, 10.00 % EOT payment)	2/9/2021	3,350		3,544		3,511		12/31/2024
	Growth Capital Loan (Prime + 7.75 % interest rate, 11.00 % floor, 10.00 % EOT payment)	2/9/2021	6,700		7,030		6,965		12/31/2024
	Growth Capital Loan (Prime + 7.00 % interest rate, 10.25 % floor, 10.00 % EOT payment)	8/10/2021	7,475		7,826		7,744		2/28/2025
	Growth Capital Loan (Prime + 7.00 % interest rate, 10.25 % floor, 10.00 % EOT payment)	8/31/2021	7,475		7,820		7,738		2/28/2025
			25,000		26,220		25,958


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) (unaudited) As of September 30, 2023
Portfolio Company	Type of Investment	Acquisition Date (12)	Outstanding Principal		Cost (6)		Fair Value		Maturity Date

JOKR S.à r.l. (1)(3)	Growth Capital Loan (Prime + 7.75 % interest rate, 11.00 % floor, 6.00 % EOT payment)	11/3/2021	$	3,000	$	2,977	$	2,911	11/30/2025
	Growth Capital Loan (Prime + 7.75 % interest rate, 11.00 % floor, 6.00 % EOT payment)	8/17/2022	1,000		1,000		984		8/31/2026
	Revolver (Prime + 5.75 % interest rate, 9.00 % floor, 3.00 % EOT payment) (2)	11/2/2021	501		484		477		7/31/2024
			4,501		4,461		4,372
Lower Holding Company	Growth Capital Loan (Prime + 3.75 % interest rate, 11.25 % floor, 5.00 % EOT payment)	12/28/2022	8,000		7,989		7,989		12/31/2025
Mystery Tackle Box, Inc. (d/b/a Catch Co.) (7)	Growth Capital Loan (Prime + 6.00 % interest rate, 9.25 % floor, 9.25 % EOT payment)	4/29/2022	5,000		4,922		4,091		1/31/2025
Nakdcom One World AB (1)(3)	Growth Capital Loan (Prime + 7.25 % interest rate, 10.50 % floor, 7.00 % EOT payment) (2)	6/6/2022	5,365		5,307		5,033		6/30/2026
	Growth Capital Loan (Prime + 7.25 % interest rate, 10.50 % floor, 7.00 % EOT payment) (2)	8/29/2022	3,009		2,958		2,994		8/31/2026
			8,374		8,265		8,027
Outdoor Voices, Inc.	Growth Capital Loan (Prime + 5.75 % interest rate, 11.00 % floor, 11.75 % EOT payment)	2/26/2019	4,000		4,433		4,387		2/29/2024
	Growth Capital Loan (Prime + 5.75 % interest rate, 11.00 % floor, 10.55 % EOT payment)	4/4/2019	2,000		2,206		2,184		2/29/2024
			6,000		6,639		6,571
Project 1920, Inc. (7)	Growth Capital Loan (Prime + 6.25 % interest rate, 9.50 % floor, 6.50 % EOT payment) (2)	3/25/2022	1,927		1,973		1,705		3/31/2025
	Revolver (Prime + 5.75 % interest rate, 9.00 % floor, 2.00 % EOT payment) (2)	3/25/2022	2,100		2,142		1,846		3/25/2024
			4,027		4,115		3,551
The Black Tux, Inc.	Growth Capital Loan (Prime + 8.75 % interest rate, 12.00 % floor, 7.00 % EOT payment)	11/5/2021	9,782		9,937		9,937		5/31/2026
Untitled Labs, Inc. (7)	Growth Capital Loan ( 11.50 % interest rate, 5.00 % EOT payment)	6/23/2022	4,167		4,070		1,052		6/30/2026
	Growth Capital Loan ( 13.00 % interest rate, 5.00 % EOT payment)	10/20/2022	5,833		5,618		1,473		10/31/2026
	Growth Capital Loan (Prime + 6.25 % PIK interest, 14.75 % floor) (2)	7/28/2023	208		208		53		10/31/2023
	Growth Capital Loan (Prime + 6.25 % PIK interest, 14.75 % floor) (2)	8/4/2023	208		208		53		10/31/2023
	Growth Capital Loan (Prime + 6.25 % PIK interest, 14.75 % floor) (2)	8/24/2023	146		146		37		10/31/2023
			10,562		10,250		2,668
VanMoof Global Holding B.V. (1)(3)(7)	Growth Capital Loan ( 9.00 % interest rate, 3.50 % EOT payment) (2)	2/1/2021	8,654		8,642		1,910		1/31/2025
	Growth Capital Loan ( 9.00 % interest rate, 3.50 % EOT payment) (2)	5/27/2021	4,370		4,341		955		5/31/2025
	Growth Capital Loan ( 9.00 % interest rate, 3.50 % EOT payment) (2)	1/31/2022	2,011		1,972		477		1/31/2026
	Growth Capital Loan (Prime + 7.75 % interest rate, 7.75 % floor, 10.00 % EOT payment) (2)	1/23/2023	926		904		227		12/31/2023
	Growth Capital Loan (Prime + 7.75 % interest rate, 7.75 % floor, 10.00 % EOT payment) (2)	2/1/2023	1,025		1,005		250		12/31/2023
	Growth Capital Loan (Prime + 7.75 % interest rate, 7.75 % floor, 10.00 % EOT payment) (2)	2/7/2023	893		867		226		12/31/2023
	Growth Capital Loan (Prime + 7.75 % interest rate, 7.75 % floor, 10.00 % EOT payment) (2)	2/14/2023	893		869		226		12/31/2023
	Revolver (Prime + 4.75 % interest rate, 4.75 % floor, 6.00 % EOT payment) (2)	11/3/2022	1,875		1,856		474		10/31/2023
	Revolver (Prime + 4.75 % interest rate, 4.75 % floor, 6.00 % EOT payment) (2)	11/3/2022	1,875		1,856		474		10/31/2023
			22,522		22,312		5,219
Total Consumer Products and Services - 37.61 %*			166,953		168,603		139,823


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) (unaudited) As of September 30, 2023
Portfolio Company	Type of Investment	Acquisition Date (12)	Outstanding Principal		Cost (6)		Fair Value		Maturity Date

E-Commerce - Clothing and Accessories
Dia Styling Co.	Growth Capital Loan (Prime + 4.25 % interest rate, 12.75 % floor, 8.25 % EOT payment)	6/30/2022	$	5,000	$	5,190	$	5,108	6/30/2025
FabFitFun, Inc.	Growth Capital Loan (Prime + 7.00 % interest rate, 12.00 % floor, 6.75 % EOT payment)	9/29/2021	16,917		16,478		16,478		11/30/2027
Minted, Inc.	Growth Capital Loan (Prime + 8.00 % interest rate, 11.50 % floor, 6.00 % EOT payment)	6/15/2022	16,500		16,726		16,726		6/30/2027
	Revolver (Prime + 6.50 % interest rate, 10.00 % floor) (2)	6/15/2022	8,500		8,500		8,500		6/15/2025
			25,000		25,226		25,226
Outfittery GMBH (1)(3)	Growth Capital Loan ( 11.00 % PIK interest, 9.00 % EOT payment) (2)	1/1/2021	22,036		26,260		23,070		1/1/2025
	Revolver ( 9.00 %PIK interest, 5.00 % EOT payment) (2)	1/1/2021	3,763		4,171		3,840		1/1/2025
	Revolver ( 9.00 % PIK interest, 9.00 % EOT payment) (2)	12/28/2022	2,131		2,328		2,212		1/1/2025
			27,930		32,759		29,122
TFG Holding, Inc.	Growth Capital Loan (Prime + 8.75 % interest rate, 12.00 % floor, 7.50 % EOT payment)	12/4/2020	10,500		11,159		11,103		12/31/2023
	Growth Capital Loan (Prime + 8.75 % interest rate, 12.00 % floor, 7.50 % EOT payment)	12/21/2021	7,000		7,122		6,964		12/31/2024
	Growth Capital Loan (Prime + 7.25 % interest rate, 10.50 % floor, 7.00 % EOT payment) (2)	3/31/2022	7,000		7,097		6,965		9/30/2025
			24,500		25,378		25,032
Trendly, Inc.	Growth Capital Loan (Prime + 7.75 % interest rate, 11.00 % floor, 8.50 % EOT payment)	5/27/2021	19,500		20,318		20,318		11/30/2024
	Growth Capital Loan (Prime + 7.75 % interest rate, 11.00 % floor, 8.50 % EOT payment)	6/7/2022	3,000		3,011		3,011		12/31/2025
	Growth Capital Loan (Prime + 7.75 % interest rate, 11.00 % floor, 8.50 % EOT payment)	6/7/2022	5,500		5,603		5,603		12/31/2025
			28,000		28,932		28,932
Total E-Commerce - Clothing and Accessories - 34.72 %*			127,347		133,963		129,898

E-Commerce - Personal Goods
Merama Inc.	Growth Capital Loan ( 10.00 % interest rate, 7.50 % EOT payment)	5/17/2021	4,168		4,355		4,321		6/30/2024
	Growth Capital Loan ( 10.00 % interest rate, 7.50 % EOT payment)	6/30/2021	1,951		2,036		2,020		6/30/2024
	Growth Capital Loan ( 10.00 % interest rate, 7.50 % EOT payment)	8/4/2021	4,163		4,321		4,280		8/31/2024
	Growth Capital Loan ( 10.00 % interest rate, 7.50 % EOT payment)	2/17/2023	9,692		9,596		9,418		8/31/2025
Total E-Commerce - Personal Goods - 5.36 %*			19,974		20,308		20,039

Entertainment
Luminary Roli Limited (1)(3)(7)	Growth Capital Loan (2)	8/31/2021	35,492		29,530		9,804		8/31/2026
Mind Candy Limited (1)(3)	Growth Capital Loan ( 12.00 % PIK interest) (2)	6/25/2014	19,972		19,972		16,805		3/31/2024
	Growth Capital Loan ( 9.00 % PIK interest) (2)	3/17/2020	1,380		1,380		1,268		3/31/2024
	Growth Capital Loan ( 9.00 % PIK interest) (2)	12/21/2020	1,287		1,287		1,183		3/31/2024
			22,639		22,639		19,256
Total Entertainment - 7.77 %*			58,131		52,169		29,060


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) (unaudited) As of September 30, 2023
Portfolio Company	Type of Investment	Acquisition Date (12)	Outstanding Principal		Cost (6)		Fair Value		Maturity Date

Financial Institution and Services
Prodigy Investments Limited (1)(3)	Growth Capital Loan ( 8.00 % cash interest rate + 6.28 % PIK interest, 14.28 % floor) (2)	12/31/2020	$	33,623	$	33,269	$	33,269	12/31/2025
Total Financial Institution and Services - 8.89 %*			33,623		33,269		33,269

Financial Software
Synapse Financial Technologies, Inc.	Growth Capital Loan (Prime + 5.75 % interest rate, 9.75 % floor, 4.00 % EOT payment)	7/29/2022	925		928		908		7/31/2025
Total Financial Software - 0.24 %*			925		928		908

Food & Drug
Capsule Corporation	Growth Capital Loan (Prime + 7.75 % interest rate, 13.00 % floor, 13.00 % EOT payment)	12/30/2020	15,000		16,014		15,720		12/31/2024
Total Food & Drug - 4.20 %*			15,000		16,014		15,720

Healthcare Technology Systems
Kalderos, Inc.	Growth Capital Loan (Prime + 2.50 % interest rate, 8.75 % floor, 3.00 % EOT payment)	3/14/2023	1,200		1,172		1,172		6/30/2026
	Growth Capital Loan (Prime + 2.50 % interest rate, 8.75 % floor, 3.00 % EOT payment)	3/21/2023	1,800		1,757		1,757		6/30/2026
	Growth Capital Loan (Prime + 4.50 % interest rate, 10.75 % floor, 7.25 % EOT payment)	3/21/2023	10,000		9,953		9,953		9/30/2026
			13,000		12,882		12,882
K Health, Inc.	Growth Capital Loan (Prime + 2.25% interest rate, 9.75% floor, 4.75% EOT payment) (2)	7/14/2023	5,000		4,798		4,798		7/31/2026
Thirty Madison, Inc.	Growth Capital Loan (Prime + 4.75 % interest rate, 11.00 % floor, 6.00 % EOT payment)	12/30/2022	20,000		20,043		20,043		12/31/2025
	Growth Capital Loan (Prime + 4.75 % PIK interest, 11.00 % floor, 6.00 % EOT payment)	6/12/2023	20,822		21,016		21,016		6/12/2027
	Growth Capital Loan (Prime + 4.75 % PIK interest, 11.00 % floor, 6.00 % EOT payment) (2)	6/14/2023	1,567		1,534		1,534		6/12/2027
			42,389		42,593		42,593
Total Healthcare Technology Systems - 16.11 %*			60,389		60,273		60,273

Information Services (B2C)
Tempus Ex Machina, Inc.	Growth Capital Loan (Prime + 5.00 % interest rate, 10.50 % floor, 5.25 % EOT payment)	5/4/2023	1,000		997		997		2/28/2027
	Growth Capital Loan (Prime + 5.25 % interest rate, 11.25 % floor, 5.50 % EOT payment)	5/4/2023	1,000		993		993		5/31/2027
Total Information Services (B2C) - 0.53 %*			2,000		1,990		1,990

Multimedia and Design Software
Hover Inc.	Growth Capital Loan (Prime + 4.75 % interest rate, 9.50 % floor, 5.50 % EOT payment)	9/30/2022	20,000		19,872		19,872		3/31/2027
Total Multimedia and Design Software - 5.31 %*			20,000		19,872		19,872

Other Financial Services
Jerry Services, Inc.	Growth Capital Loan ( 10.00 % interest rate, 8.25 % EOT payment)	6/13/2022	10,000		10,177		9,938		9/30/2025
	Growth Capital Loan ( 13.75 % interest rate, 8.25 % EOT payment)	3/17/2023	10,000		9,929		9,881		6/30/2026
			20,000		20,106		19,819
Monzo Bank Limited (1)(3)	Growth Capital Loan ( 12.00 % interest rate) (2)	3/8/2021	7,035		6,904		5,848		3/8/2026
Total Other Financial Services - 6.86 %*			27,035		27,010		25,667

Real Estate Services
Demain ES (d/b/a Luko) (1)(3)(7)	Growth Capital Loan (Prime + 6.75 % interest rate, 10.00 % floor, 6.00 % EOT payment) (2)	12/28/2021	4,535		4,566		2,889		11/30/2024
	Growth Capital Loan (Prime + 6.75 % interest rate, 10.00 % floor, 6.00 % EOT payment) (2)	12/28/2021	5,669		5,707		3,612		11/30/2024
	Growth Capital Loan (Prime + 7.75 % interest rate, 11.00 % floor, 6.00 % EOT payment) (2)	8/4/2022	7,178		7,124		5,056		7/31/2025
			17,382		17,397		11,557


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) (unaudited) As of September 30, 2023
Portfolio Company	Type of Investment	Acquisition Date (12)	Outstanding Principal		Cost (6)		Fair Value		Maturity Date

Homeward, Inc.	Growth Capital Loan (Prime + 6.50 % interest rate, 9.75 % floor, 9.75 % EOT payment)	12/30/2021	$	10,000	$	10,368	$	10,285	6/30/2026
	Growth Capital Loan (Prime + 6.25 % interest rate, 9.50 % floor, 2.25 % EOT payment)	12/30/2022	5,000		5,006		4,992		12/31/2024
			15,000		15,374		15,277
Mynd Management, Inc.	Growth Capital Loan (Prime + 6.00 % interest rate, 9.50 % floor, 6.00 % EOT payment)	5/25/2022	6,000		6,154		6,154		5/31/2025
	Growth Capital Loan (Prime + 6.00 % interest rate, 9.50 % floor, 6.00 % EOT payment)	12/27/2022	4,000		4,000		4,000		12/31/2025
	Growth Capital Loan (Prime + 5.25 % interest rate, 13.50 % floor, 4.00 % EOT payment) (2)	6/29/2023	10,000		9,916		9,916		12/31/2025
			20,000		20,070		20,070
True Footage Inc.	Growth Capital Loan ( 11.00 % interest rate, 7.00 % EOT payment)	12/3/2021	250		256		252		12/31/2024
	Growth Capital Loan ( 11.00 % interest rate, 6.00 % EOT payment)	12/3/2021	800		816		802		12/31/2024
	Growth Capital Loan ( 11.00 % interest rate, 7.00 % EOT payment)	12/3/2021	220		226		222		12/31/2024
	Growth Capital Loan ( 11.00 % interest rate, 8.00 % EOT payment)	12/13/2021	105		108		106		12/31/2024
	Growth Capital Loan ( 11.00 % interest rate, 7.00 % EOT payment)	12/13/2021	440		451		443		12/31/2024
	Growth Capital Loan ( 11.00 % interest rate, 7.00 % EOT payment)	12/15/2021	208		213		209		12/31/2024
	Growth Capital Loan ( 11.00 % interest rate, 8.00 % EOT payment)	12/15/2021	150		155		152		12/31/2024
	Growth Capital Loan ( 11.00 % interest rate, 6.00 % EOT payment)	12/15/2021	1,372		1,399		1,374		12/31/2024
	Growth Capital Loan ( 11.00 % interest rate, 6.00 % EOT payment)	12/21/2021	760		775		761		12/31/2024
	Growth Capital Loan ( 11.00 % interest rate, 7.00 % EOT payment)	1/31/2022	170		174		170		1/31/2025
	Growth Capital Loan ( 11.00 % interest rate, 8.00 % EOT payment)	2/25/2022	115		118		116		2/28/2025
	Growth Capital Loan ( 11.00 % interest rate, 7.00 % EOT payment)	3/15/2022	300		305		299		3/31/2025
	Growth Capital Loan ( 11.00 % interest rate, 7.00 % EOT payment)	4/22/2022	1,109		1,125		1,101		4/30/2025
	Growth Capital Loan ( 11.00 % interest rate, 7.00 % EOT payment)	4/22/2022	991		1,001		979		4/30/2025
	Growth Capital Loan ( 11.00 % interest rate, 8.00 % EOT payment)	5/23/2022	216		219		214		5/31/2025
	Growth Capital Loan ( 11.00 % interest rate, 6.00 % EOT payment)	7/19/2022	200		200		195		7/31/2025
	Growth Capital Loan ( 11.00 % interest rate, 7.00 % EOT payment)	7/19/2022	100		100		98		7/31/2025
	Growth Capital Loan ( 11.00 % interest rate, 7.00 % EOT payment)	12/5/2022	150		149		144		12/31/2025
	Growth Capital Loan ( 11.00 % interest rate, 7.00 % EOT payment)	12/5/2022	361		358		347		12/31/2025
	Growth Capital Loan ( 11.00 % interest rate, 6.00 % EOT payment)	12/5/2022	565		558		542		12/31/2025
	Growth Capital Loan ( 11.00 % interest rate, 6.00 % EOT payment)	5/23/2023	240		234		226		5/31/2026
	Growth Capital Loan ( 11.00 % interest rate, 7.00 % EOT payment)	5/23/2023	434		424		410		5/31/2026
	Growth Capital Loan ( 11.00 % interest rate, 8.00 % EOT payment)	5/23/2023	720		704		680		5/31/2026
			9,976		10,068		9,842
Total Real Estate Services - 15.17 %*			62,358		62,909		56,279


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) (unaudited) As of September 30, 2023
Portfolio Company	Type of Investment	Acquisition Date (12)	Outstanding Principal		Cost (6)		Fair Value		Maturity Date

Shopping Facilitators
Moda Operandi, Inc.	Growth Capital Loan (Prime + 8.75 % interest rate, 12.00 % floor, 7.00 % EOT payment)	12/30/2021	$	27,500	$	28,741	$	28,741	6/30/2024
Total Shopping Facilitators - 7.68 %*			27,500		28,741		28,741

Travel & Leisure
GoEuro Corp. (1)(3)	Growth Capital Loan ( 11.00 % interest rate, 10.50 % EOT payment)	10/30/2019	20,000		20,570		19,946		1/31/2027
	Growth Capital Loan ( 11.00 % interest rate, 10.50 % EOT payment)	3/27/2020	10,000		10,245		9,935		1/31/2027
Total Travel & Leisure - 7.99 %*			30,000		30,815		29,881

Total Debt Investments - 209.26 %*			$	843,569	$	851,489	$	782,853


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) (unaudited) As of September 30, 2023
Portfolio Company	Type of Warrant	Acquisition Date (12)	Shares	Cost (6)		Fair Value

Warrant Investments (8)

Advertising / Marketing
InMobi Pte Ltd. (1)(3)	Ordinary Shares (2)	12/13/2013	48,500	$	35	$	13
Total Advertising / Marketing - 0.00 %*				35		13

Aerospace and Defense
Loft Orbital Solutions Inc.	Common Stock (2)	7/15/2022	22,488	192		192
Total Aerospace and Defense - 0.05 %*				192		192

Application Software
Flo Health, Inc. (1)(3)	Preferred Stock	5/10/2022	14,536	123		172
Total Application Software - 0.05 %*				123		172

Building Materials/Construction Machinery
View, Inc.	Common Stock (2)	6/13/2017	105,682	500		—
Total Building Materials/Construction Machinery - 0.00 %*				500		—

Business Applications Software
Arcadia Power, Inc.	Preferred Stock	12/10/2021	55,458	138		240
	Preferred Stock	6/29/2022	27,714	164		72
				302		312
DialPad, Inc.	Preferred Stock (2)	8/3/2020	28,980	102		117
Envoy, Inc.	Preferred Stock (2)	5/8/2020	35,893	82		401
Farmer's Business Network, Inc.	Preferred Stock (2)	1/3/2020	37,666	33		24
Filevine, Inc.	Preferred Stock (2)	4/20/2021	186,160	38		294
FinancialForce.com, Inc.	Preferred Stock (2)	6/20/2016	130,113	1,017		749
	Preferred Stock (2)	6/20/2016	52,367	523		375
				1,540		1,124
FlashParking, Inc.	Preferred Stock	6/15/2021	210,977	810		1,295
Narvar, Inc.	Preferred Stock (2)	8/28/2020	87,160	102		102
NewStore Inc.	Preferred Stock (2)	11/16/2022	48,941	18		18
OneSource Virtual, Inc.	Preferred Stock (2)	6/25/2018	70,773	161		456
Passport Labs, Inc.	Preferred Stock (2)	9/28/2018	21,929	303		590
Quantcast Corporation	Cash Exit Fee (2)(5)	8/9/2018		213		161
Uniphore Technologies Inc.	Common Stock (2)	12/22/2021	35,000	34		100
Total Business Applications Software - 1.33 %*				3,738		4,994

Business Products and Services
Cart.com, Inc.	Common Stock	12/30/2021	32,731	477		640
	Preferred Stock	3/31/2022	4,532	25		51
				502		691
LeoLabs, Inc.	Preferred Stock (2)	1/20/2022	218,512	197		197
Quick Commerce Ltd (1)(3)	Preferred Stock	5/4/2022	1,390,448	311		111
Substack Inc.	Preferred Stock (2)	7/13/2022	1,141	6		6
Total Business Products and Services - 0.27 %*				1,016		1,005

Business/Productivity Software
Forum Brands Holdings, Inc.	Preferred Stock	7/6/2021	9,457	556		63
Metropolis Technologies, Inc.	Common Stock (2)	3/30/2022	87,385	87		523
Total Business/Productivity Software - 0.16 %*				643		586


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) (unaudited) As of September 30, 2023
Portfolio Company	Type of Warrant	Acquisition Date (12)	Shares	Cost (6)		Fair Value

Business to Business Marketplace
Optoro, Inc.	Preferred Stock (2)	7/13/2015	10,346	$	40	$	67
RetailNext, Inc.	Preferred Stock (2)	11/16/2017	123,420	80		111
Total Business to Business Marketplace - 0.05 %*				120		178

Commercial Services
Transfix, Inc.	Preferred Stock (2)	5/31/2019	133,502	188		188
Total Commercial Services - 0.05 %*				188		188

Computer Hardware
Grey Orange International Inc.	Preferred Stock (2)	3/16/2021	27,878	183		116
Total Computer Hardware - 0.03 %*				183		116

Consumer Finance
Activehours, Inc. (d/b/a Earnin)	Preferred Stock (2)	10/8/2020	108,468	346		703
The Aligned Company (f/k/a Thingy Thing Inc.)	Preferred Stock (2)	10/21/2021	5,855	17		191
	Preferred Stock (2)	9/30/2022	163	2		2
				19		193
Total Consumer Finance - 0.24 %*				365		896

Consumer Non-Durables
Alyk, Inc.	Preferred Stock	6/16/2021	61,096	21		—
Athletic Greens International, Inc.	Ordinary Shares (2)	6/3/2022	2,262	85		84
Don't Run Out, Inc.	Preferred Stock	12/30/2021	42,929	30		27
Hims & Hers Health, Inc. (f/k/a Hims, Inc.)	Preferred Stock (2)	11/27/2019	98,723	73		235
Total Consumer Non-Durables - 0.09 %*				209		346

Consumer Products and Services
AvantStay, Inc.	Common Stock	12/12/2022	24,495	151		199
Baby Generation, Inc.	Common Stock (2)	1/26/2022	33,964	25		25
Clutter Inc.	Preferred Stock (2)	10/18/2018	191,811	533		—
everdrop GmbH (1)(3)	Preferred Stock (2)	3/16/2022	14	25		24
Flink SE (1)(3)	Preferred Stock	4/13/2022	178	339		8
Foodology Inc. (1)(3)	Preferred Stock (2)	3/25/2022	26,619	116		86
Frubana Inc. (1)(3)	Preferred Stock (2)	9/30/2022	15,987	334		239
Good Eggs, Inc.	Preferred Stock	8/12/2021	154,633	401		22
Hydrow, Inc.	Common Stock	2/9/2021	103,267	143		293
	Preferred Stock	8/6/2021	53,903	89		89
				232		382
JOKR S.à r.l. (1)(3)	Preferred Stock	7/24/2023	8,120	275		44
Lower Holding Company	Preferred Stock	12/28/2022	146,431	189		26
Mystery Tackle Box, Inc. (d/b/a Catch Co.)	Preferred Stock	4/29/2022	321,429	69		3
Nakdcom One World AB (1)(3)	Preferred Stock (2)	6/2/2022	147,091	208		47
Outdoor Voices, Inc.	Common Stock	2/26/2019	732,387	369		15
Pair Eyewear, Inc.	Common Stock (2)	7/12/2022	2,288	5		7
Project 1920, Inc.	Preferred Stock (2)	3/25/2022	41,140	23		—
Quip NYC, Inc.	Preferred Stock (2)	11/26/2018	41,272	455		1,020
Tempo Interactive Inc.	Preferred Stock (2)	3/31/2021	14,709	93		14
The Black Tux, Inc.	Preferred Stock	11/5/2021	142,939	139		460
Untitled Labs, Inc.	Common Stock	6/23/2022	227,273	171		—
VanMoof Global Holding B.V. (1)(3)	Preferred Stock (2)	2/1/2021	704,689	145		—
	Preferred Stock (2)	10/31/2022	82,514	10		—
				155		—
Total Consumer Products and Services - 0.70 %*				4,307		2,621


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) (unaudited) As of September 30, 2023
Portfolio Company	Type of Warrant	Acquisition Date (12)	Shares	Cost (6)		Fair Value

Consumer Retail
LovePop, Inc.	Preferred Stock (2)	10/23/2018	163,463	$	168	$	128
Savage X, Inc.	Preferred Stock (2)	4/7/2020	28,977	471		803
Total Consumer Retail - 0.25 %*				639		931

Database Software
Sisense, Inc.	Cash Exit Fee (2)(5)	12/28/2021		190		465
Total Database Software - 0.12 %*				190		465

E-Commerce - Clothing and Accessories
FabFitFun, Inc.	Preferred Stock (2)	11/20/2017	331,048	940		463
	Common Stock	9/29/2023	117,338	375		375
				1,315		838
Minted, Inc.	Preferred Stock	9/30/2020	51,979	516		469
Outfittery GMBH (1)(3)	Cash Exit Fee (2)(5)	8/10/2017		1,850		1,064
Rent the Runway, Inc.	Preferred Stock (2)	11/25/2015	88,037	213		1
	Common Stock (2)	11/25/2015	149,203	1,081		4
				1,294		5
Stance, Inc.	Preferred Stock (2)	3/31/2017	75,000	41		70
TFG Holding, Inc.	Common Stock	11/30/2020	229,330	762		—
Trendly, Inc.	Preferred Stock	5/27/2021	574,742	381		914
	Preferred Stock	6/7/2022	57,924	44		69
				425		983
Untuckit LLC	Cash Exit Fee (2)(5)	5/11/2018		39		57
Total E-Commerce - Clothing and Accessories - 0.93 %*				6,242		3,486

E-Commerce - Personal Goods
Grove Collaborative, Inc.	Common Stock (2)	4/2/2018	62,128	219		16
	Common Stock (2)	5/22/2019	25,664	228		1
				447		17
Merama Inc.	Preferred Stock	4/28/2021	191,274	406		1,502
Total E-Commerce - Personal Goods - 0.41 %*				853		1,519

Entertainment
Mind Candy, Inc. (1)(3)	Preferred Stock (2)	3/24/2017	278,209	922		—
Total Entertainment - 0.00 %*				922		—

Financial Institution and Services
BlueVine Capital, Inc.	Preferred Stock (2)	9/15/2017	271,293	361		909
Prodigy Investments Limited (1)(3)	Ordinary Shares (2)	12/5/2017	56,241	869		609
Revolut Ltd (1)(3)	Preferred Stock (2)	4/16/2018	6,253	40		1,847
	Preferred Stock (2)	10/29/2019	7,945	324		2,040
				364		3,887
WorldRemit Group Limited (1)(3)	Preferred Stock (2)	12/23/2015	128,290	382		6,061
	Preferred Stock (2)	12/23/2015	46,548	136		2,042
				518		8,103
Total Financial Institution and Services - 3.61 %*				2,112		13,508


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) (unaudited) As of September 30, 2023
Portfolio Company	Type of Warrant	Acquisition Date (12)	Shares	Cost (6)		Fair Value

Financial Software
Synapse Financial Technologies, Inc.	Nonvoting Stock	7/29/2022	3,913	$	23	$	23
Total Financial Software - 0.01 %*				23		23

Food & Drug
Capsule Corporation	Preferred Stock	1/17/2020	202,533	437		32
	Cash Exit Fee (5)	12/28/2018		129		123
Total Food & Drug - 0.04 %*				566		155

General Media and Content
Overtime Sports, Inc.	Preferred Stock (2)	5/4/2022	33,510	70		70
Thrillist Media Group, Inc.	Common Stock (2)	9/24/2014	774,352	625		1,092
Total General Media and Content - 0.31 %*				695		1,162

Healthcare Services
Found Health, Inc.	Preferred Stock (2)	3/25/2022	49,304	22		22
Vial Health Technology, Inc.	Preferred Stock (2)	12/14/2022	48,889	33		33
Total Healthcare Services - 0.01 %*				55		55

Healthcare Technology Systems
Curology, Inc.	Preferred Stock (2)	5/23/2019	36,020	58		43
Kalderos, Inc.	Preferred Stock	12/27/2022	73,606	167		92
K Health, Inc.	Common Stock (2)	7/14/2023	61,224	187		187
Thirty Madison, Inc.	Preferred Stock	12/30/2022	167,494	445		451
Total Healthcare Technology Systems - 0.21 %*				857		773

Information Services (B2C)
Tempus Ex Machina, Inc.	Preferred Stock	5/1/2023	11,974	9		9
Total Information Services (B2C) - 0.00 %*				9		9

Medical Software and Information Services
AirStrip Technologies, Inc.	Preferred Stock (2)	10/9/2013	8,036	112		—
Total Medical Software and Information Services - 0.00 %*				112		—

Multimedia and Design Software
Hover Inc.	Preferred Stock	9/30/2022	183,642	309		332
Open Space Labs, Inc.	Preferred Stock (2)	11/15/2022	2,954	7		7
Total Multimedia and Design Software - 0.09 %*				316		339

Network Systems Management Software
Cohesity, Inc.	Preferred Stock (2)	1/10/2020	18,945	54		106
Signifyd, Inc.	Preferred Stock (2)	12/19/2019	33,445	132		332
Corelight, Inc.	Common Stock (2)	9/29/2022	45,977	235		235
Total Network Systems Management Software - 0.18 %*				421		673


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) (unaudited) As of September 30, 2023
Portfolio Company	Type of Warrant	Acquisition Date (12)	Shares	Cost (6)		Fair Value

Other Financial Services
Jerry Services, Inc.	Preferred Stock	6/13/2022	41,936	$	169	$	100
Monzo Bank Limited (1)(3)	Ordinary Shares (2)	3/8/2021	64,813	161		427
N26 GmbH (1)(3)	Preferred Stock (2)	9/14/2021	11	324		289
Upgrade, Inc.	Preferred Stock (2)	1/18/2019	1,488,450	223		4,197
Total Other Financial Services - 1.34 %*				877		5,013

Real Estate Services
Belong Home, Inc.	Preferred Stock (2)	2/15/2022	7,730	6		15
Demain ES (d/b/a Luko) (1)(3)	Preferred Stock (2)	12/23/2021	8,512	327		—
HomeLight, Inc.	Preferred Stock (2)	12/21/2018	54,004	44		443
	Preferred Stock (2)	11/5/2020	55,326	76		360
				120		803
Homeward, Inc.	Preferred Stock	12/10/2021	71,816	211		33
McN Investments Ltd. (1)(3)	Preferred Stock (2)	5/27/2022	37,485	295		116
Mynd Management, Inc.	Preferred Stock	5/25/2022	26,765	19		18
Sonder Holdings Inc.	Common Stock (2)	12/28/2018	10,024	232		5
	Common Stock (2)	3/4/2020	1,049	42		—
				274		5
True Footage Inc.	Preferred Stock	11/24/2021	88,762	147		213
Total Real Estate Services - 0.32 %*				1,399		1,203

Shopping Facilitators
Moda Operandi, Inc.	Preferred Units	12/30/2021	36,450	169		80
OfferUp Inc.	Preferred Stock (2)	12/23/2019	131,006	42		138
Total Shopping Facilitators - 0.06 %*				211		218

Social/Platform Software
ClassPass Inc.	Preferred Stock (2)	3/18/2019	84,507	281		151
Total Social/Platform Software - 0.04 %*				281		151

Transportation
Bird Global, Inc. (f/k/a Bird Rides, Inc.)	Common Stock (2)	4/18/2019	2,396	194		—
Total Transportation - 0.00 %*				194		—

Travel & Leisure
GoEuro Corp. (1)(3)	Preferred Stock	9/18/2019	12,027	362		456
	Preferred Stock	8/26/2022	24,066	996		1,188
Total Travel & Leisure - 0.44 %*				1,358		1,644

Total Warrant Investments - 11.40 %*				$	29,951	$	42,634


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) (unaudited) As of September 30, 2023
Portfolio Company	Type of Equity	Acquisition Date (12)	Shares	Cost (6)		Fair Value

Equity Investments (8)

Business Applications Software
Arcadia Power, Inc.	Preferred Stock (2)	9/21/2021	16,438	$	167	$	174
Convoy, Inc.	Preferred Stock (2)	9/27/2018	35,208	250		356
DialPad, Inc.	Preferred Stock (2)	9/22/2020	15,456	120		158
Envoy, Inc.	Preferred Stock (2)	12/30/2021	21,216	667		667
FlashParking, Inc.	Preferred Stock (2)	7/19/2022	33,116	455		446
Filevine, Inc.	Preferred Stock (2)	2/4/2022	56,353	357		357
Farmer's Business Network, Inc.	Preferred Stock (2)	7/31/2020	860	28		13
	Preferred Stock (2)	9/28/2023	4,181	138		12
				166		25
Passport Labs, Inc.	Preferred Stock (2)	6/11/2019	1,302	100		103
Uniphore Technologies Inc.	Preferred Stock (2)	1/28/2022	28,233	350		287
Total Business Applications Software - 0.69 %*				2,632		2,573

Business/Productivity Software
Forum Brands Holdings, Inc.	Preferred Stock (2)	7/16/2021	822	150		78
Total Business/Productivity Software - 0.02 %*				150		78

Commercial Services
MXP Prime GmbH (1)(3)	Common Stock (2)	2/3/2022	165	1,140		12
	Preferred Stock (2)	6/29/2023	23	—		128
	Preferred Stock (2)	6/29/2023	46	50		49
				1,190		189
Printify, Inc.	Preferred Stock (2)	8/24/2021	13,850	50		50
Total Commercial Services - 0.06 %*				1,240		239

Consumer Finance
Activehours, Inc. (d/b/a Earnin)	Preferred Stock (2)	11/10/2020	14,788	150		227
Total Consumer Finance - 0.06 %*				150		227

Consumer Non-Durables
Hims & Hers Health, Inc. (f/k/a Hims, Inc.)	Common Stock (2)(10)	4/29/2019	78,935	500		497
Misfits Market, Inc. (f/k/a Imperfect Foods, Inc.)	Preferred Stock (2)	12/31/2022	1,615	142		152
	Preferred Stock (2)	12/31/2022	7,196	358		385
				500		537
Total Consumer Non-Durables - 0.28 %*				1,000		1,034

Consumer Products and Services
everdrop GmbH (1)(3)	Preferred Stock (2)	8/1/2022	78	310		319
Frubana Inc. (1)(3)	Preferred Stock (2)	7/13/2022	7,993	500		363
Hydrow, Inc.	Preferred Stock (2)	12/14/2020	85,542	333		421
	Preferred Stock (2)	3/19/2021	46,456	335		295
				668		716
JOKR S.à r.l. (1)(3)	Preferred Stock (2)	12/7/2021	2,843	188		164
	Preferred Stock (2)	11/3/2022	787	37		47
				225		211
Pair Eyewear, Inc.	Preferred Stock (2)	6/27/2023	1,880	10		10
VanMoof Global Holding B.V. (1)(3)	Preferred Stock (2)	8/9/2021	140,059	420		—
Total Consumer Products and Services - 0.43 %*				2,133		1,619


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) (unaudited) As of September 30, 2023
Portfolio Company	Type of Equity	Acquisition Date (12)	Shares	Cost (6)		Fair Value

Consumer Retail
Savage X, Inc.	Preferred Stock (2)	1/20/2021	17,249	$	500	$	738
	Preferred Stock (2)	11/30/2021	10,393	500		500
Total Consumer Retail - 0.33 %*				1,000		1,238

E-Commerce - Clothing and Accessories
FabFitFun, Inc.	Preferred Stock (2)	1/17/2019	67,934	500		499
Total E-Commerce - Clothing and Accessories - 0.13 %*				500		499

E-Commerce - Personal Goods
Grove Collaborative, Inc.	Common Stock (2)(10)	6/5/2018	31,576	500		84
Merama Inc.	Preferred Stock (2)	4/19/2021	18,518	33		194
	Preferred Stock (2)	4/19/2021	14,490	83		168
	Preferred Stock (2)	9/1/2021	10,298	167		160
				283		522
Total E-Commerce - Personal Goods - 0.16 %*				783		606

Educational/Training Software
Nerdy Inc. (f/k/a Varsity Tutors LLC)	Common Stock (2)(10)	1/5/2018	60,926	250		225
Total Educational/Training Software - 0.06 %*				250		225

Entertainment
Luminary Roli Limited (1)(3)	Ordinary Shares (2)	8/31/2021	434,782	2,525		308
Mind Candy, Inc. (1)(3)	Preferred Stock (2)	3/9/2020	511,665	1,000		—
Total Entertainment - 0.08 %*				3,525		308

Financial Institution and Services
Prodigy Investments Limited (1)(3)	Preference Shares (2)	12/31/2020	1,552	19,322		17,381
Revolut Ltd (1)(3)	Preferred Stock (2)	8/3/2017	25,920	292		8,560
Total Financial Institution and Services - 6.93 %*				19,614		25,941

Food & Drug
Capsule Corporation	Preferred Stock (2)	7/25/2019	128,423	716		376
Total Food & Drug - 0.10 %*				716		376

General Media and Content
Overtime Sports, Inc.	Preferred Stock (2)	8/2/2022	127,656	1,000		1,000
Total General Media and Content - 0.27 %*				1,000		1,000

Healthcare Technology Systems
Curology, Inc.	Preferred Stock (2)	11/26/2019	66,000	196		224
	Common Stock (2)	1/14/2020	142,855	404		264
				600		488
Kalderos, Inc.	Preferred Stock (2)	12/27/2022	45,403	325		303
Talkspace, LLC (f/k/a Groop Internet Platfom, Inc.)	Common Stock (2)(10)	5/15/2019	146,752	378		286
Thirty Madison, Inc.	Preferred Stock (2)	5/31/2019	81,708	1,000		757
Total Healthcare Technology Systems - 0.49 %*				2,303		1,834

Multimedia and Design Software
Hover Inc.	Preferred Stock (2)	9/30/2022	42,378	231		231
Total Multimedia and Design Software - 0.06 %*				231		231


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) (unaudited) As of September 30, 2023
Portfolio Company	Type of Equity	Acquisition Date (12)	Shares	Cost (6)		Fair Value


Network Systems Management Software
Cohesity, Inc.	Preferred Stock (2)	3/24/2017	60,342	$	400	$	1,004
	Preferred Stock (2)	4/7/2020	9,022	125		153
Total Network Systems Management Software - 0.31 %*				525		1,157

Other Financial Services
Jerry Services, Inc.	Preferred Stock (2)	5/6/2022	8,231	104		74
Monzo Bank Limited (1)(3)	Ordinary Shares (2)	3/8/2021	92,901	1,000		1,370
	Ordinary Shares (2)	1/5/2022	26,281	516		489
				1,516		1,859
N26 GmbH (1)(3)	Preferred Stock (2)	12/9/2021	22	1,264		1,682
Redesign Health Inc.	Preferred Stock (2)	7/12/2022	5,919	100		100
Total Other Financial Services - 0.99 %*				2,984		3,715

Real Estate Services
Belong Home, Inc.	Preferred Stock (2)	4/18/2022	6,033	29		29
McN Investments Ltd. (1)(3)	Preferred Stock (2)	5/6/2022	11,246	300		209
Sonder Holdings Inc.	Common Stock (2)(10)	5/21/2019	2,186	312		18
True Footage Inc.	Preferred Stock (2)	10/18/2021	18,366	100		110
Total Real Estate Services - 0.10 %*				741		366

Travel & Leisure
GoEuro Corp. (1)(3)	Preferred Stock (2)	10/5/2017	2,362	300		326
	Preferred Stock (2)	5/9/2022	9,169	623		1,027
				923		1,353
Inspirato LLC	Common Stock (2)(4)(10)	9/11/2014	121,622	287		72
Total Travel & Leisure - 0.38 %*				1,210		1,425

Total Equity Investments - 11.95 %*				$	42,687	$	44,691

Total Investments in Portfolio Companies - 232.61 %* (11)				$	924,127	$	870,178

Total Investments - 232.61 %* (9)				$	924,127	$	870,178

_______________

(1) Investment is a non-qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). As of September 30, 2023, non-qualifying assets represented 29.2% of the Company’s total assets, at fair value.

(2) As of September 30, 2023, this investment was not pledged as collateral as part of the Company’s revolving credit facility.

(3) Entity is not domiciled in the United States and does not have its principal place of business in the United States.

(4) Investment is owned by TPVG Investment LLC, a wholly owned taxable subsidiary of the Company .

(5) Investment is a cash success fee or a cash exit fee payable on the consummation of certain trig ger events.

(6) Gross unrealized gains, gross unrealized losses, and net unrealized losses for federal income tax purposes totaled $53.7 million, $90.1 million and $36.4 million, respectively, for the September 30, 2023 investment portfolio. The tax cost of investments is $906.6 million.

(7) Debt is on non-accrual status as of September 30, 2023 and is therefore considered non-income producing. Non-accrual investments as of September 30, 2023 had a total cost and fair value of $ 94.8 million and $ 39.2 million, respectively.

(8) Non-income producing investments.

(9) Except for equity in six public companies, all investments were valued at fair value using Level 3 significant unobservable inputs as determined in good faith by the Company’s board of directors (the “Board”).

(10) Investment is publicly traded and listed on either the New York Stock Exchange or the Nasdaq, and is not subject to restrictions on sales.

(11) The Company generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). Unless otherwise indicated, all of the Company’s portfolio company investments are subject to restrictions on sales. As of September 30, 2023, the Company’s portfolio company investments that were subject to restrictions on sales totaled $869.0 million at fair value and represented 232.3% of the Company’s net assets. In addition, unless otherwise indicated, as of September 30, 2023, all investments are pledged as collateral as part of the Company’s revolving credit facility.

(12) Acquisition date represents the date of the investment in the portfolio investment.

* Value as a percentage of net assets.

_______________


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) As of December 31, 2022
Portfolio Company	Type of Investment	Acquisition Date (12)	Outstanding Principal		Cost (6)		Fair Value		Maturity Date

Debt Investments

Application Software
Flo Health UK Limited (1)(3)	Growth Capital Loan (Prime + 5.75 % interest rate, 9.00 % floor, 3.00 % EOT payment) (2)	5/17/2022	$	8,333	$	8,312	$	8,312	5/31/2024
	Growth Capital Loan (Prime + 5.75 % interest rate, 9.00 % floor, 3.00 % EOT payment) (2)	7/21/2022	8,750		8,689		8,689		7/31/2024
	Growth Capital Loan (Prime + 5.75 % interest rate, 9.00 % floor, 3.00 % EOT payment) (2)	9/30/2022	5,750		5,687		5,687		9/30/2024
Total Application Software - 5.40 %*			22,833		22,688		22,688

Business Applications Software
Arcadia Power, Inc.	Growth Capital Loan ( 8.75 % interest rate, 3.25 % EOT payment)	12/16/2021	7,000		7,049		6,962		12/31/2024
	Growth Capital Loan ( 9.75 % interest rate, 7.00 % EOT payment)	5/6/2022	11,000		10,993		10,710		11/30/2026
	Growth Capital Loan ( 11.00 % interest rate, 7.00 % EOT payment)	6/29/2022	7,000		6,878		6,737		12/31/2026
			25,000		24,920		24,409
FlashParking, Inc.	Growth Capital Loan (Prime + 7.00 % interest rate, 10.25 % floor, 7.00 % EOT payment)	6/15/2021	20,000		20,148		20,148		6/30/2024
	Growth Capital Loan (Prime + 5.00 % interest rate, 8.25 % floor, 4.00 % EOT payment)	9/24/2021	338		343		343		9/30/2023
	Growth Capital Loan (Prime + 5.00 % interest rate, 8.25 % floor, 4.00 % EOT payment)	9/28/2021	547		554		554		9/30/2023
	Growth Capital Loan (Prime + 5.00 % interest rate, 8.25 % floor, 4.00 % EOT payment)	10/27/2021	278		281		281		10/31/2023
	Growth Capital Loan (Prime + 5.00 % interest rate, 8.25 % floor, 4.00 % EOT payment) (2)	1/21/2022	347		348		348		1/31/2024
			21,510		21,674		21,674
Hi.Q, Inc.	Growth Capital Loan ( 11.75 % interest rate, 2.00 % EOT payment)	12/17/2018	13,250		13,416		11,921		6/30/2024
	Growth Capital Loan (Prime + 8.50 % interest rate, 11.75 % floor, 1.00 % EOT payment)	12/31/2020	6,867		6,881		6,179		8/31/2025
	Growth Capital Loan (Prime + 8.00 % interest rate, 11.50 % floor, 5.00 % EOT payment) (2)	5/6/2022	5,000		4,928		4,498		5/31/2025
			25,117		25,225		22,598
Uniphore Technologies Inc.	Growth Capital Loan ( 11.00 % interest rate, 4.00 % EOT payment) (2)	12/22/2021	7,000		7,052		6,981		12/31/2024
	Growth Capital Loan ( 11.00 % interest rate, 4.00 % EOT payment) (2)	12/22/2021	7,000		7,052		6,981		12/31/2024
			14,000		14,104		13,962
Total Business Applications Software - 19.67 %*			85,627		85,923		82,643

Business Products and Services
Cart.com, Inc.	Growth Capital Loan (Prime + 5.50 % interest rate, 8.75 % floor, 6.00 % EOT payment)	12/30/2021	20,000		19,880		19,880		12/31/2025
	Growth Capital Loan (Prime + 7.25 % interest rate, 10.50 % floor, 7.75 % EOT payment) (2)	11/8/2022	5,000		4,919		4,919		5/31/2026
			25,000		24,799		24,799
Quick Commerce Ltd (1)(3)	Growth Capital Loan (Prime + 7.50 % interest rate, 10.75 % floor, 7.50 % EOT payment) (2)	5/4/2022	21,000		20,734		20,734		5/31/2025
RenoRun US Inc. (1)(3)	Growth Capital Loan (Prime + 10.50 % interest rate, 13.75 % floor, 8.25 % EOT payment) (2)	12/30/2021	2,250		2,218		2,218		12/31/2025
	Convertible Note ( 4.00 % interest rate) (2)	12/30/2021	625		625		625		12/30/2023
			2,875		2,843		2,843
Total Business Products and Services - 11.51 %*			48,875		48,376		48,376


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) As of December 31, 2022
Portfolio Company	Type of Investment	Acquisition Date (12)	Outstanding Principal		Cost (6)		Fair Value		Maturity Date

Business/Productivity Software
Forum Brands, LLC	Growth Capital Loan ( 10.00 % interest rate, 4.00 % EOT payment)	7/6/2021	$	5,796	$	5,891	$	5,834	7/31/2023
	Growth Capital Loan ( 10.00 % interest rate, 4.00 % EOT payment)	7/21/2021	438		445		441		7/31/2023
	Growth Capital Loan ( 10.00 % interest rate, 4.00 % EOT payment)	8/10/2021	525		532		526		8/31/2023
	Growth Capital Loan ( 10.00 % interest rate, 4.00 % EOT payment) (2)	10/6/2021	2,430		2,446		2,413		10/31/2023
	Growth Capital Loan ( 10.00 % interest rate, 4.00 % EOT payment) (2)	11/2/2021	1,578		1,584		1,560		11/30/2023
	Growth Capital Loan ( 10.00 % interest rate, 4.00 % EOT payment) (2)	11/2/2021	4,233		4,249		4,186		11/30/2023
	Growth Capital Loan ( 10.00 % interest rate, 4.00 % EOT payment) (2)	12/28/2021	1,414		1,413		1,390		12/31/2023
	Growth Capital Loan ( 10.00 % interest rate, 4.00 % EOT payment) (2)	12/28/2021	540		540		531		12/31/2023
	Growth Capital Loan ( 10.00 % interest rate, 4.00 % EOT payment) (2)	12/28/2021	95		95		93		12/31/2023
	Growth Capital Loan ( 10.00 % interest rate, 4.00 % EOT payment) (2)	1/28/2022	3,060		3,049		2,996		1/31/2024
	Growth Capital Loan ( 10.00 % interest rate, 4.00 % EOT payment) (2)	4/14/2022	1,166		1,152		1,128		4/30/2024
	Growth Capital Loan ( 10.00 % interest rate, 4.00 % EOT payment) (2)	4/14/2022	439		434		425		4/30/2024
	Growth Capital Loan ( 10.00 % interest rate, 4.00 % EOT payment) (2)	9/21/2022	2,850		2,774		2,699		9/30/2024
	Growth Capital Loan ( 10.00 % interest rate, 4.00 % EOT payment) (2)	11/1/2022	5,130		4,975		4,834		10/31/2024
	Growth Capital Loan ( 10.00 % interest rate, 4.00 % EOT payment) (2)	12/22/2022	306		296		287		12/31/2024
			30,000		29,875		29,343
Metropolis Technologies, Inc.	Growth Capital Loan (Prime + 4.34 % cash interest rate + 4.16 % PIK interest, 11.75 % floor, 7.00 % EOT payment) (2)	3/30/2022	26,046		26,014		26,014		3/31/2027
Total Business/Productivity Software - 13.17 %*			56,046		55,889		55,357

Consumer Finance
Activehours, Inc. (d/b/a Earnin)	Revolver (Prime + 4.25 % interest rate, 11.75 % floor) (2)	12/30/2022	15,000		14,837		14,679		12/30/2025
The Aligned Company (f/k/a Thingy Thing Inc.)	Growth Capital Loan (Prime + 7.00 % interest rate, 10.25 % floor, 6.25 % EOT payment)	10/27/2021	2,000		2,026		2,026		4/30/2025
Total Consumer Finance - 3.98 %*			17,000		16,863		16,705

Consumer Non-Durables
Alyk, Inc.	Growth Capital Loan (Prime + 7.25 % interest rate, 10.50 % floor, 7.25 % EOT payment)	6/16/2021	2,500		2,554		2,541		6/30/2025
Don't Run Out, Inc.	Growth Capital Loan (Prime + 7.75 % interest rate, 11.00 % floor, 10.00 % EOT payment) (2)	12/30/2021	1,000		1,006		1,006		6/30/2025
	Growth Capital Loan (Prime + 5.00 % interest rate, 10.50 % floor, 9.00 % EOT payment) (2)	10/31/2022	1,000		991		991		10/31/2025
			2,000		1,997		1,997
Underground Enterprises, Inc.	Growth Capital Loan (Prime + 3.00 % interest rate, 6.50 % floor, 1.00 % EOT payment)	5/18/2022	2,250		2,244		2,233		11/30/2024
	Growth Capital Loan (Prime + 3.75 % interest rate, 7.25 % floor, 5.50 % EOT payment)	6/9/2022	1,500		1,510		1,501		3/31/2025
	Growth Capital Loan (Prime + 3.75 % interest rate, 11.00 % floor, 5.50 % EOT payment)	8/5/2022	2,250		2,254		2,241		5/31/2025
			6,000		6,008		5,975
Total Consumer Non-Durables - 2.50 %*			10,500		10,559		10,513


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) As of December 31, 2022
Portfolio Company	Type of Investment	Acquisition Date (12)	Outstanding Principal		Cost (6)		Fair Value		Maturity Date

Consumer Products and Services
Baby Generation, Inc.	Growth Capital Loan (Prime + 7.50 % interest rate, 10.75 % floor, 8.00 % EOT payment) (2)	1/26/2022	$	1,875	$	1,898	$	1,898	1/31/2025
	Growth Capital Loan (Prime + 5.25 % interest rate, 8.50 % floor, 7.50 % EOT payment) (2)	12/19/2022	625		616		616		12/31/2024
			2,500		2,514		2,514
Flink SE (1)(3)	Growth Capital Loan ( 9.75 % interest rate, 6.75 % EOT payment) (2)	7/5/2022	12,500		12,233		11,940		7/31/2025
	Growth Capital Loan ( 9.75 % interest rate, 6.75 % EOT payment) (2)	10/21/2022	12,500		12,209		11,885		10/31/2025
			25,000		24,442		23,825
Foodology Inc. (1)(3)	Growth Capital Loan (Prime + 5.75 % interest rate, 9.00 % floor, 5.50 % EOT payment) (2)	4/8/2022	249		248		248		4/30/2025
	Growth Capital Loan (Prime + 5.75 % interest rate, 9.00 % floor, 5.50 % EOT payment) (2)	5/16/2022	605		602		602		5/31/2025
	Growth Capital Loan (Prime + 6.25 % interest rate, 9.50 % floor, 6.00 % EOT payment) (2)	5/24/2022	4,000		3,977		3,977		5/31/2025
			4,854		4,827		4,827
Good Eggs, Inc.	Growth Capital Loan (Prime + 6.00 % interest rate, 9.25 % floor, 7.75 % EOT payment) (2)	8/12/2021	5,438		5,531		5,501		8/31/2025
	Growth Capital Loan (Prime + 5.25 % interest rate, 8.50 % floor, 6.00 % EOT payment) (2)	5/26/2022	7,000		6,846		6,809		5/31/2025
			12,438		12,377		12,310
Hydrow, Inc.	Growth Capital Loan (Prime + 7.75 % interest rate, 11.00 % floor, 10.00 % EOT payment) (2)	2/9/2021	3,350		3,474		3,449		12/31/2024
	Growth Capital Loan (Prime + 7.75 % interest rate, 11.00 % floor, 10.00 % EOT payment) (2)	2/9/2021	6,700		6,862		6,813		12/31/2024
	Growth Capital Loan (Prime + 7.00 % interest rate, 10.25 % floor, 10.00 % EOT payment) (2)	8/10/2021	7,475		7,653		7,593		2/28/2025
	Growth Capital Loan (Prime + 7.00 % interest rate, 10.25 % floor, 10.00 %EOT payment) (2)	8/31/2021	7,475		7,645		7,585		2/28/2025
			25,000		25,634		25,440
JOKR S.à r.l. (1)(3)	Growth Capital Loan (Prime + 7.75 % interest rate, 11.00 % floor, 6.00 % EOT payment)	11/3/2021	3,000		2,886		2,846		11/30/2025
	Growth Capital Loan (Prime + 7.75 % interest rate, 11.00 % floor, 6.00 % EOT payment) (2)	8/17/2022	1,000		986		986		8/31/2026
	Revolver (Prime + 4.75 % interest rate, 8.00 % floor, 2.45 % EOT payment) (2)	11/2/2021	501		504		501		8/9/2023
			4,501		4,376		4,333
Lower Holding Company	Growth Capital Loan (Prime + 3.75 % interest rate, 11.25 % floor, 5.00 % EOT payment) (2)	12/28/2022	8,000		7,827		7,827		12/31/2025
Mystery Tackle Box, Inc. (d/b/a Catch Co.)	Growth Capital Loan (Prime + 6.00 % interest rate, 9.25 % floor, 9.25 % EOT payment)	4/29/2022	5,000		5,014		5,014		1/31/2025
Nakdcom One World AB (1)(3)	Growth Capital Loan (Prime + 7.25 % interest rate, 10.50 % floor, 7.00 % EOT payment) (2)	6/6/2022	5,365		5,208		5,141		6/30/2026
	Growth Capital Loan (Prime + 7.25 % interest rate, 10.50 % floor, 7.00 % EOT payment) (2)	8/29/2022	3,009		2,903		3,064		8/31/2026
			13,374		13,125		13,219
Outdoor Voices, Inc.	Growth Capital Loan (Prime + 5.75 % interest rate, 11.00 % floor, 11.75 % EOT payment)	2/26/2019	4,000		4,363		4,347		2/29/2024
	Growth Capital Loan (Prime + 5.75 % interest rate, 11.00 % floor, 10.55 % EOT payment)	4/4/2019	2,000		2,145		2,137		2/29/2024
			6,000		6,508		6,484
Project 1920, Inc.	Growth Capital Loan (Prime + 6.25 % interest rate, 9.50 % floor, 6.50 % EOT payment) (2)	3/25/2022	2,000		2,011		1,982		3/31/2025
	Revolver (Prime + 5.75 % interest rate, 9.00 % floor, 2.00 % EOT payment) (2)	3/25/2022	2,100		2,141		2,135		3/25/2023
			4,100		4,152		4,117
Tempo Interactive Inc.	Growth Capital Loan (Prime + 6.75 % interest rate, 10.00 % floor, 5.00 % EOT payment) (2)	4/27/2022	18,750		18,826		18,826		4/30/2025


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) As of December 31, 2022
Portfolio Company	Type of Investment	Acquisition Date (12)	Outstanding Principal		Cost (6)		Fair Value		Maturity Date

The Black Tux, Inc.	Growth Capital Loan (Prime + 8.75 % interest rate, 12.00 % floor, 7.00 % EOT payment)	11/5/2021	$	10,000	$	10,002	$	10,002	5/31/2026
Untitled Labs, Inc.	Growth Capital Loan ( 11.50 % interest rate, 5.00 % EOT payment)	6/23/2022	4,167		4,108		4,038		6/30/2026
	Growth Capital Loan ( 13.00 % interest rate, 5.00 % EOT payment)	10/20/2022	5,833		5,688		5,635		10/31/2026
			10,000		9,796		9,673
VanMoof Global Holding B.V. (1)(3)	Growth Capital Loan ( 9.00 % interest rate, 3.50 % EOT payment) (2)	2/1/2021	8,654		8,642		7,452		1/31/2025
	Growth Capital Loan ( 9.00 % interest rate, 3.50 % EOT payment) (2)	5/27/2021	4,370		4,341		3,694		5/31/2025
	Growth Capital Loan ( 9.00 % interest rate, 3.50 % EOT payment) (2)	1/31/2022	2,011		1,972		1,812		1/31/2026
	Revolver (Prime + 4.75 % interest rate, 4.75 % floor, 6.00 % EOT payment) (2)	11/3/2022	1,875		1,856		1,844		10/31/2023
	Revolver (Prime + 4.75 % interest rate, 4.75 % floor, 6.00 % EOT payment) (2)	11/3/2022	1,875		1,856		1,844		10/31/2023
			18,785		18,667		16,646
Total Consumer Products and Services - 38.09 %*			163,302		163,073		160,043

Database Software
Sisense, Inc.	Growth Capital Loan (Prime + 6.50 % interest rate, 9.75 % floor, 9.25 % EOT payment) (2)	12/28/2021	13,000		13,237		13,237		6/30/2024
Total Database Software - 3.15 %*			13,000		13,237		13,237

E-Commerce - Clothing and Accessories
Dia Styling Co.	Growth Capital Loan (Prime + 4.25 % interest rate, 9.75 % floor, 8.25 % EOT payment)	6/30/2022	5,000		5,082		5,049		6/30/2025
FabFitFun, Inc.	Growth Capital Loan (Prime + 7.75 % interest rate, 11.25 % floor, 6.75 % EOT payment)	9/29/2021	24,167		24,031		24,031		3/31/2025
Minted, Inc.	Growth Capital Loan (Prime + 8.00 % interest rate, 11.50 % floor, 6.00 % EOT payment)	6/15/2022	16,500		16,606		16,606		6/30/2027
	Revolver (Prime + 6.50 % interest rate, 10.00 % floor) (2)	6/15/2022	3,400		3,337		3,337		6/15/2025
			19,900		19,943		19,943
Outfittery GMBH (1)(3)	Growth Capital Loan ( 11.00 % PIK interest, 9.00 % EOT payment) (2)	1/8/2021	22,036		23,823		20,946		1/1/2024
	Revolver ( 9.00 % PIK interest, 5.00 % EOT payment) (2)	3/5/2020	3,763		3,835		3,538		1/1/2024
	Revolver ( 9.00 % PIK interest, 9.00 % EOT payment) (2)	12/28/2022	2,131		2,113		2,010		1/1/2025
			27,930		29,771		26,494
TFG Holding, Inc.	Growth Capital Loan (Prime + 8.75 % interest rate, 12.00 % floor, 7.50 % EOT payment)	12/4/2020	10,500		10,814		10,773		12/31/2023
	Growth Capital Loan (Prime + 8.75 % interest rate, 12.00 % floor, 7.50 % EOT payment)	12/21/2021	7,000		6,927		6,879		12/31/2024
	Growth Capital Loan (Prime + 7.25 % interest rate, 10.50 % floor, 7.00 % EOT payment) (2)	3/31/2022	7,000		6,912		6,868		9/30/2025
			24,500		24,653		24,520
Trendly, Inc.	Growth Capital Loan (Prime + 7.75 % interest rate, 11.00 % floor, 8.50 % EOT payment)	5/27/2021	19,500		19,869		19,731		11/30/2024
	Growth Capital Loan (Prime + 7.75 % interest rate, 11.00 % floor, 8.50 % EOT payment) (2)	6/7/2022	3,000		2,951		2,921		12/31/2025
	Growth Capital Loan (Prime + 7.75 % interest rate, 11.00 % floor, 8.50 % EOT payment) (2)	6/7/2022	5,500		5,504		5,448		12/31/2025
			28,000		28,324		28,100
Total E-Commerce - Clothing and Accessories - 30.49 %*			129,497		131,804		128,137

E-Commerce - Personal Goods
Merama Inc.	Growth Capital Loan ( 10.00 % interest rate, 7.50 % EOT payment)	5/17/2021	4,168		4,242		4,191		6/30/2024
	Growth Capital Loan ( 10.00 % interest rate, 7.50 % EOT payment)	6/30/2021	1,951		1,982		1,958		6/30/2024
	Growth Capital Loan ( 10.00 % interest rate, 7.50 % EOT payment)	8/4/2021	4,163		4,209		4,154		8/31/2024
Total E-Commerce - Personal Goods - 2.45 %*			10,282		10,433		10,303


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) As of December 31, 2022
Portfolio Company	Type of Investment	Acquisition Date (12)	Outstanding Principal		Cost (6)		Fair Value		Maturity Date

Entertainment
Luminary Roli Limited (1)(3)(7)	Growth Capital Loan (2)	8/31/2021	$	35,492	$	29,530	$	9,110	8/31/2026
Mind Candy Limited (1)(3)	Growth Capital Loan ( 12.00 % PIK interest) (2)	6/25/2014	18,244		18,243		16,672		10/31/2022
	Growth Capital Loan ( 9.00 % PIK interest) (2)	3/17/2020	1,289		1,289		1,234		3/31/2023
	Growth Capital Loan ( 9.00 % PIK interest) (2)	12/21/2020	1,203		1,203		1,151		12/31/2023
			20,736		20,735		19,057
Total Entertainment - 6.70 %*			56,228		50,265		28,167

Financial Institution and Services
Prodigy Investments Limited (1)(3)	Growth Capital Loan ( 8.00 % interest rate) (2)	12/31/2020	32,349		31,877		31,565		12/31/2025
Total Financial Institution and Services - 7.51 %*			32,349		31,877		31,565

Financial Software
Synapse Financial Technologies, Inc.	Growth Capital Loan (Prime + 5.75 % interest rate, 9.75 % floor, 4.00 % EOT payment) (2)	7/29/2022	1,000		980		974		7/31/2025
Total Financial Software - 0.23 %*			1,000		980		974

Food & Drug
Capsule Corporation	Growth Capital Loan (Prime + 7.75 % interest rate, 13.00 % floor, 13.00 % EOT payment)	12/30/2020	15,000		15,553		15,553		12/31/2024
Total Food & Drug - 3.70 %*			15,000		15,553		15,553

Healthcare Services
Hey Favor, Inc (f/k/a The Pill Club Holdings, Inc.)	Growth Capital Loan (Prime + 6.75 % interest rate, 10.00 % floor, 5.25 % EOT payment) (2)	8/5/2022	20,000		19,934		19,934		8/31/2024
Total Healthcare Services - 4.74 %*			20,000		19,934		19,934

Healthcare Technology Systems
Medly Health Inc.	Growth Capital Loan (Prime + 9.00 % interest rate, 16.00 % floor, 3.00 % EOT payment) (2)(13)	12/14/2022	321		317		317		2/11/2023
	Growth Capital Loan (Prime + 9.00 % interest rate, 16.00 % floor, 3.00 % EOT payment) (2)(13)	12/21/2022	1,071		1,052		1,052		2/11/2023
			1,392		1,369		1,369
Thirty Madison, Inc.	Growth Capital Loan (Prime + 4.75 % interest rate, 11.00 % floor, 6.00 % EOT payment) (2)	12/30/2022	20,000		19,628		19,628		12/31/2025
Total Healthcare Technology Systems - 5.00 %*			21,392		20,997		20,997

Multimedia and Design Software
Hover Inc.	Growth Capital Loan (Prime + 4.75 % interest rate, 9.50 % floor, 5.50 % EOT payment) (2)	9/30/2022	20,000		19,604		19,604		3/31/2027
Total Multimedia and Design Software - 4.67 %*			20,000		19,604		19,604

Other Financial Services
Jerry Services, Inc.	Growth Capital Loan ( 10.00 % interest rate, 8.25 % EOT payment) (2)	6/13/2022	10,000		9,974		9,716		9/30/2025
Monzo Bank Limited (1)(3)	Growth Capital Loan ( 12.00 % interest rate) (2)	3/8/2021	7,035		6,871		5,702		3/8/2031
Total Other Financial Services - 3.67 %*			17,035		16,845		15,418


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) As of December 31, 2022
Portfolio Company	Type of Investment	Acquisition Date (12)	Outstanding Principal		Cost (6)		Fair Value		Maturity Date

Real Estate Services
Demain ES (d/b/a Luko) (1)(3)	Growth Capital Loan (Prime + 6.75 % interest rate, 10.00 % floor, 6.00 % EOT payment) (2)	12/28/2021	$	4,535	$	4,526	$	4,221	12/28/2024
	Growth Capital Loan (Prime + 6.75 % interest rate, 10.00 % floor, 6.00 % EOT payment) (2)	12/28/2021	5,669		5,657		5,277		12/28/2024
	Growth Capital Loan (Prime + 7.75 % interest rate, 11.00 % floor, 6.00 % EOT payment) (2)	8/4/2022	7,178		7,074		7,264		7/31/2025
			17,382		17,257		16,762
Homeward, Inc.	Growth Capital Loan (Prime + 5.25 % interest rate, 8.50 % floor, 9.75 % EOT payment) (2)	12/30/2021	10,000		10,177		10,118		6/30/2024
	Growth Capital Loan (Prime + 6.25 % interest rate, 9.50 % floor, 2.25 % EOT payment) (2)	12/30/2022	5,000		4,924		4,897		12/31/2024
			15,000		15,101		15,015
Mynd Management, Inc.	Growth Capital Loan (Prime + 6.00 % interest rate, 9.50 % floor, 6.00 % EOT payment) (2)	5/25/2022	6,000		6,103		6,103		5/31/2024
	Growth Capital Loan (Prime + 6.00 % interest rate, 9.50 % floor, 6.00 % EOT payment) (2)	12/27/2022	4,000		3,956		3,956		12/31/2024
			10,000		10,059		10,059
McN Investments Ltd. (1)(3)	Growth Capital Loan (Prime + 3.38 % interest rate, 6.63 % floor, 1.25 % EOT payment) (2)	8/9/2022	6,000		6,007		6,007		2/28/2023
	Growth Capital Loan (Prime + 3.38 % interest rate, 6.63 % floor, 1.25 % EOT payment) (2)	8/24/2022	6,000		6,001		6,001		2/28/2023
			12,000		12,008		12,008
True Footage Inc.	Growth Capital Loan ( 11.00 % interest rate, 7.00 % EOT payment)	12/3/2021	250		250		245		12/31/2024
	Growth Capital Loan ( 11.00 % interest rate, 6.00 % EOT payment)	12/3/2021	800		799		781		12/31/2024
	Growth Capital Loan ( 11.00 % interest rate, 7.00 % EOT payment)	12/3/2021	220		220		215		12/31/2024
	Growth Capital Loan ( 11.00 % interest rate, 8.00 % EOT payment)	12/13/2021	105		105		103		12/31/2024
	Growth Capital Loan ( 11.00 % interest rate, 7.00 % EOT payment)	12/13/2021	440		441		431		12/31/2024
	Growth Capital Loan ( 11.00 % interest rate, 7.00 % EOT payment)	12/15/2021	208		208		204		12/31/2024
	Growth Capital Loan ( 11.00 % interest rate, 8.00 % EOT payment)	12/15/2021	150		151		147		12/31/2024
	Growth Capital Loan ( 11.00 % interest rate, 6.00 % EOT payment)	12/15/2021	1,372		1,370		1,338		12/31/2024
	Growth Capital Loan ( 11.00 % interest rate, 6.00 % EOT payment)	12/21/2021	760		759		741		12/31/2024
	Growth Capital Loan ( 11.00 % interest rate, 7.00 % EOT payment)	1/31/2022	170		170		166		1/31/2025
	Growth Capital Loan ( 11.00 % interest rate, 8.00 % EOT payment)	2/25/2022	115		115		112		2/28/2025
	Growth Capital Loan ( 11.00 % interest rate, 7.00 % EOT payment)	3/15/2022	300		298		291		3/31/2025
	Growth Capital Loan ( 11.00 % interest rate, 7.00 % EOT payment)	4/22/2022	1,110		1,100		1,071		4/30/2025
	Growth Capital Loan ( 11.00 % interest rate, 7.00 % EOT payment)	4/22/2022	991		978		952		4/30/2025
	Growth Capital Loan ( 11.00 % interest rate, 8.00 % EOT payment)	5/23/2022	216		213		207		5/31/2025
	Growth Capital Loan ( 11.00 % interest rate, 6.00 % EOT payment)	7/19/2022	200		196		190		7/31/2025
	Growth Capital Loan ( 11.00 % interest rate, 7.00 % EOT payment)	7/19/2022	100		98		95		7/31/2025
	Growth Capital Loan ( 11.00 % interest rate, 7.00 % EOT payment) (2)	12/5/2022	150		145		141		12/31/2025
	Growth Capital Loan ( 11.00 % interest rate, 7.00 % EOT payment) (2)	12/5/2022	361		350		339		12/31/2025
	Growth Capital Loan ( 11.00 % interest rate, 6.00 % EOT payment) (2)	12/5/2022	565		548		530		12/31/2025
			8,583		8,514		8,299
Total Real Estate Services - 14.79 %*			62,965		62,939		62,143


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) As of December 31, 2022
Portfolio Company	Type of Investment	Acquisition Date (12)	Outstanding Principal		Cost (6)		Fair Value		Maturity Date

Security Services
ForgeRock, Inc.	Growth Capital Loan ( 8.00 % interest rate, 10.00 % EOT payment)	3/27/2019	$	10,000	$	10,500	$	10,620	9/30/2025
	Growth Capital Loan ( 8.00 % interest rate, 10.00 % EOT payment)	9/30/2019	10,000		10,407		10,535		12/31/2025
	Growth Capital Loan ( 8.00 % interest rate, 10.00 % EOT payment)	12/23/2019	10,000		10,374		10,502		12/31/2025
Total Security Services - 7.53 %*			30,000		31,281		31,657

Shopping Facilitators
Moda Operandi, Inc.	Growth Capital Loan (Prime + 8.75 % interest rate, 12.00 % floor, 7.00 % EOT payment)	12/30/2021	27,500		28,103		28,103		6/30/2024
Total Shopping Facilitators - 6.69 %*			27,500		28,103		28,103

Travel & Leisure
GoEuro Corp. (1)(3)	Growth Capital Loan ( 11.00 % interest rate, 8.50 % EOT payment)	10/30/2019	20,000		20,959		20,605		10/31/2024
	Growth Capital Loan ( 11.00 % interest rate, 8.50 % EOT payment)	3/27/2020	10,000		10,404		10,229		10/31/2024
Total Travel & Leisure - 7.34 %*			30,000		31,363		30,834

Total Debt Investments - 202.98 %*			$	890,431	$	888,586	$	852,951


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) As of December 31, 2022
Portfolio Company	Type of Warrant	Acquisition Date (12)	Shares	Cost (6)		Fair Value

Warrant Investments (8)

Advertising / Marketing
InMobi Pte Ltd. (1)(3)	Ordinary Shares (2)	12/13/2013	48,500	$	35	$	13
Total Advertising / Marketing - 0.00 %*				35		13

Aerospace and Defense
Loft Orbital Solutions Inc.	Common Stock (2)	7/15/2022	22,488	192		192
Total Aerospace and Defense - 0.05 %*				192		192

Application Software
Flo Health, Inc. (1)(3)	Preferred Stock (2)	5/10/2022	14,536	123		114
Total Application Software - 0.03 %*				123		114

Building Materials/Construction Machinery
View, Inc.	Common Stock (2)	6/13/2017	105,682	500		—
Total Building Materials/Construction Machinery - 0.00 %*				500		—

Business Applications Software
Arcadia Power, Inc.	Preferred Stock	12/10/2021	55,458	138		486
	Preferred Stock (2)	6/29/2022	27,714	164		164
				302		650
DialPad, Inc.	Preferred Stock (2)	8/3/2020	28,980	102		117
Envoy, Inc.	Preferred Stock (2)	5/8/2020	35,893	82		401
Farmer's Business Network, Inc.	Preferred Stock (2)	1/3/2020	37,666	33		1,086
Filevine, Inc.	Preferred Stock (2)	4/20/2021	186,160	38		294
FinancialForce.com, Inc.	Preferred Stock (2)	6/20/2016	547,440	1,540		2,480
FlashParking, Inc.	Preferred Stock	6/15/2021	210,977	810		1,293
Hi.Q, Inc.	Preferred Stock	12/17/2018	606,952	196		—
	Preferred Stock	12/31/2020	114,319	125		—
				321		—
Narvar, Inc.	Preferred Stock (2)	8/28/2020	87,160	102		102
NewStore Inc.	Preferred Stock (2)	11/16/2022	48,941	18		18
OneSource Virtual, Inc.	Preferred Stock	6/25/2018	70,773	161		457
Passport Labs, Inc.	Preferred Stock (2)	9/28/2018	21,929	303		590
Quantcast Corporation	Cash Exit Fee (2)(5)	8/9/2018		213		161
Uniphore Technologies Inc.	Common Stock (2)	12/22/2021	35,000	34		187
Total Business Applications Software - 1.86 %*				4,059		7,836

Business Products and Services
Cart.com, Inc.	Common Stock	12/30/2021	32,731	477		375
	Common Stock (2)	3/31/2022	4,532	25		25
				502		400
LeoLabs, Inc.	Preferred Stock (2)	1/20/2022	218,512	197		197
Quick Commerce Ltd (1)(3)	Preferred Stock (2)	5/4/2022	1,464,990	311		120
RenoRun Inc. (1)(3)	Preferred Stock (2)	12/30/2021	15,906	348		348
Substack Inc.	Preferred Stock (2)	7/13/2022	1,141	6		6
Total Business Products and Services - 0.25 %*				1,364		1,071

Business/Productivity Software
Forum Brands Holdings, Inc.	Preferred Stock	7/6/2021	9,457	556		160
Metropolis Technologies, Inc.	Common Stock (2)	3/30/2022	87,385	87		478
Total Business/Productivity Software - 0.15 %*				643		638

Business to Business Marketplace
Optoro, Inc.	Preferred Stock (2)	7/13/2015	10,346	40		67
RetailNext, Inc.	Preferred Stock (2)	11/16/2017	123,420	80		111
Total Business to Business Marketplace - 0.04 %*				120		178


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) As of December 31, 2022
Portfolio Company	Type of Warrant	Acquisition Date (12)	Shares	Cost (6)		Fair Value

Commercial Services
Transfix, Inc.	Preferred Stock (2)	5/31/2019	133,502	$	188	$	188
Total Commercial Services - 0.04 %*				188		188

Computer Hardware
Grey Orange International Inc.	Preferred Stock (2)	3/16/2021	27,878	183		116
Total Computer Hardware - 0.03 %*				183		116

Consumer Finance
Activehours, Inc. (d/b/a Earnin)	Preferred Stock	10/8/2020	108,468	346		588
The Aligned Company (f/k/a Thingy Thing Inc.)	Preferred Stock	10/21/2021	5,855	17		257
	Preferred Stock (2)	9/30/2022	163	2		2
				19		259
Total Consumer Finance - 0.20 %*				365		847

Consumer Non-Durables
Alyk, Inc.	Preferred Stock	6/16/2021	61,096	21		8
Athletic Greens International, Inc.	Ordinary Shares (2)	6/3/2022	2,262	85		84
Don't Run Out, Inc.	Preferred Stock (2)	12/30/2021	42,929	30		27
Hims & Hers Health, Inc. (f/k/a Hims, Inc.)	Preferred Stock (2)	11/27/2019	98,723	73		260
Total Consumer Non-Durables - 0.09 %*				209		379

Consumer Products and Services
AvantStay, Inc.	Common Stock (2)	12/12/2022	24,495	151		151
Baby Generation, Inc.	Common Stock (2)	1/26/2022	25,766	19		19
Clutter Inc.	Preferred Stock (2)	10/18/2018	77,434	363		567
	Preferred Stock (2)	9/30/2020	29,473	169		169
				532		736
everdrop GmbH (1)(3)	Preferred Stock (2)	3/16/2022	14	25		24
Flink SE (1)(3)	Preferred Stock (2)	4/13/2022	178	339		233
Foodology Inc. (1)(3)	Preferred Stock (2)	3/25/2022	22,948	100		100
Frubana Inc. (1)(3)	Preferred Stock (2)	9/30/2022	15,987	334		334
Good Eggs, Inc.	Preferred Stock (2)	8/12/2021	1,072,903	401		32
Hydrow, Inc.	Common Stock (2)	2/9/2021	103,267	143		293
	Preferred Stock (2)	8/6/2021	53,903	89		89
				232		382
JOKR S.à r.l. (1)(3)	Preferred Stock	10/14/2021	10,663	273		247
	Preferred Stock (2)	8/10/2022	746	3		8
				276		255
Lower Holding Company	Preferred Stock (2)	12/28/2022	146,431	189		189
Mystery Tackle Box, Inc. (d/b/a Catch Co.)	Preferred Stock	4/29/2022	321,429	69		109
Nakdcom One World AB (1)(3)	Preferred Stock (2)	6/2/2022	147,091	208		47
Outdoor Voices, Inc.	Common Stock	2/26/2019	732,387	369		15
Pair Eyewear, Inc.	Common Stock (2)	7/12/2022	2,288	5		5
Project 1920, Inc.	Preferred Stock (2)	3/25/2022	41,140	23		23
Quip NYC, Inc.	Preferred Stock (2)	11/26/2018	41,272	455		1,020
Tempo Interactive Inc.	Preferred Stock	3/31/2021	14,709	93		14
The Black Tux, Inc.	Preferred Stock	11/5/2021	142,939	139		395
Untitled Labs, Inc.	Common Stock	6/23/2022	227,273	171		234
VanMoof Global Holding B.V. (1)(3)	Preferred Stock (2)	2/1/2021	704,689	145		181
	Preferred Stock (2)	10/31/2022	82,514	10		10
				155		191
Total Consumer Products and Services - 1.07 %*				4,285		4,508


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) As of December 31, 2022
Portfolio Company	Type of Warrant	Acquisition Date (12)	Shares	Cost (6)		Fair Value

Consumer Retail
LovePop, Inc.	Preferred Stock (2)	10/23/2018	163,463	$	168	$	128
Savage X, Inc.	Preferred Stock (2)	4/7/2020	28,977	471		803
Total Consumer Retail - 0.22 %*				639		931

Database Software
Sisense, Inc.	Cash Exit Fee (2)(5)	12/28/2021		190		465
Total Database Software - 0.11 %*				190		465

E-Commerce - Clothing and Accessories
FabFitFun, Inc.	Preferred Stock (2)	11/20/2017	331,048	940		477
Minted, Inc.	Preferred Stock	9/30/2020	51,979	516		469
Outfittery GMBH (1)(3)	Cash Exit Fee (2)(5)	8/10/2017		1,850		1,077
Rent the Runway, Inc.	Preferred Stock (2)	11/25/2015	88,037	213		47
	Common Stock (2)	11/25/2015	149,203	1,081		154
				1,294		201
Stance, Inc.	Preferred Stock (2)	3/31/2017	75,000	41		70
TFG Holding, Inc.	Common Stock	11/30/2020	229,330	762		206
Trendly, Inc.	Preferred Stock	5/27/2021	574,742	381		615
	Preferred Stock (2)	6/7/2022	57,924	44		44
				425		659
Untuckit LLC	Cash Exit Fee (2)(5)	5/11/2018		39		57
Total E-Commerce - Clothing and Accessories - 0.77 %*				5,867		3,216

E-Commerce - Personal Goods
Grove Collaborative, Inc.	Preferred Stock (2)	4/2/2018	310,639	219		9
	Preferred Stock (2)	5/22/2019	128,322	228		—
				447		9
Merama Inc.	Preferred Stock	4/28/2021	191,274	406		2,112
Total E-Commerce - Personal Goods - 0.50 %*				853		2,121

Entertainment
Mind Candy, Inc. (1)(3)	Preferred Stock (2)	3/24/2017	278,209	922		35
Total Entertainment - 0.01 %*				922		35

Financial Institution and Services
BlueVine Capital, Inc.	Preferred Stock (2)	9/15/2017	271,293	361		909
Prodigy Investments Limited (1)(3)	Ordinary Shares (2)	12/5/2017	56,241	869		654
Revolut Ltd (1)(3)	Preferred Stock (2)	4/16/2018	6,253	40		1,847
	Preferred Stock (2)	10/29/2019	7,945	324		2,040
				364		3,887
WorldRemit Group Limited (1)(3)	Preferred Stock (2)	12/23/2015	128,290	382		6,077
	Preferred Stock (2)	12/23/2015	46,548	136		2,016
				518		8,093
Total Financial Institution and Services - 3.22 %*				2,112		13,543

Financial Software
Synapse Financial Technologies, Inc.	Nonvoting Stock (2)	7/29/2022	3,913	23		23
Total Financial Software - 0.01 %*				23		23


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) As of December 31, 2022
Portfolio Company	Type of Warrant	Acquisition Date (12)	Shares	Cost (6)		Fair Value

Food & Drug
Capsule Corporation	Preferred Stock	1/17/2020	202,533	$	437	$	1,312
	Cash Exit Fee (5)	12/28/2018		129		243
Total Food & Drug - 0.37 %*				566		1,555

General Media and Content
Overtime Sports, Inc.	Preferred Stock (2)	5/4/2022	33,510	70		70
Thrillist Media Group, Inc.	Common Stock (2)	9/24/2014	774,352	624		1,092
Total General Media and Content - 0.28 %*				694		1,162

Healthcare Services
Found Health, Inc.	Preferred Stock (2)	3/25/2022	49,304	22		22
Hey Favor, Inc (f/k/a The Pill Club Holdings, Inc.)	Common Stock	12/31/2021	304,884	122		85
Vial Health Technology, Inc.	Preferred Stock (2)	12/14/2022	48,889	33		33
Total Healthcare Services - 0.03 %*				177		140

Healthcare Technology Systems
Curology, Inc.	Preferred Stock (2)	5/23/2019	36,020	58		43
Kalderos, Inc.	Preferred Stock (2)	12/27/2022	36,803	84		84
Thirty Madison, Inc.	Preferred Stock	12/30/2022	167,494	445		449
Total Healthcare Technology Systems - 0.14 %*				587		576

Medical Software and Information Services
AirStrip Technologies, Inc.	Preferred Stock (2)	10/9/2013	8,036	112		—
Total Medical Software and Information Services - 0.00 %*				112		—

Multimedia and Design Software
Hover Inc.	Preferred Stock (2)	9/30/2022	183,642	309		332
Open Space Labs, Inc.	Preferred Stock (2)	11/15/2022	2,954	7		7
Total Multimedia and Design Software - 0.08 %*				316		339

Network Systems Management Software
Cohesity, Inc.	Preferred Stock (2)	1/10/2020	18,945	54		103
Signifyd, Inc.	Preferred Stock (2)	12/19/2019	33,445	132		332
Corelight, Inc.	Preferred Stock (2)	9/29/2022	82,759	423		423
Total Network Systems Management Software - 0.20 %*				609		858

Other Financial Services
Jerry Services, Inc.	Preferred Stock	6/13/2022	31,452	128		148
Monzo Bank Limited (1)(3)	Ordinary Shares (2)	3/8/2021	64,813	161		383
N26 GmbH (1)(3)	Preferred Stock (2)	9/14/2021	11	324		293
Upgrade, Inc.	Preferred Stock (2)	1/18/2019	1,488,450	223		4,197
Total Other Financial Services - 1.19 %*				836		5,021


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) As of December 31, 2022
Portfolio Company	Type of Warrant	Acquisition Date (12)	Shares	Cost (6)		Fair Value

Real Estate Services
Belong Home, Inc.	Preferred Stock (2)	2/15/2022	7,730	$	6	$	15
Demain ES (d/b/a Luko) (1)(3)	Preferred Stock (2)	12/23/2021	8,512	327		124
HomeLight, Inc.	Preferred Stock (2)	12/21/2018	54,004	44		443
	Preferred Stock (2)	11/5/2020	55,326	76		360
				120		803
Homeward, Inc.	Preferred Stock	12/10/2021	71,816	211		78
McN Investments Ltd. (1)(3)	Preferred Stock (2)	5/27/2022	37,485	295		116
Mynd Management, Inc.	Preferred Stock (2)	5/25/2022	6,177	6		6
Sonder Holdings Inc.	Preferred Stock (2)	12/28/2018	200,480	232		58
	Preferred Stock (2)	3/4/2020	20,988	42		3
				274		61
True Footage Inc.	Preferred Stock	11/24/2021	88,762	147		213
Total Real Estate Services - 0.34 %*				1,386		1,416

Shopping Facilitators
Moda Operandi, Inc.	Preferred Units	12/30/2021	36,450	169		165
OfferUp Inc.	Preferred Stock (2)	12/23/2019	131,006	42		138
Total Shopping Facilitators - 0.07 %*				211		303

Social/Platform Software
ClassPass Inc.	Preferred Stock (2)	3/18/2019	84,507	281		151
Total Social/Platform Software - 0.04 %*				281		151

Transportation
Bird Global, Inc. (f/k/a Bird Rides, Inc.)	Preferred Stock (2)	4/18/2019	59,908	193		—
Total Transportation - 0.00 %*				193		—

Travel & Leisure
GoEuro Corp. (1)(3)	Preferred Units	9/18/2019	12,027	362		254
	Preferred Stock (2)	8/26/2022	8,455	225		225
Total Travel & Leisure - 0.11 %*				587		479

Total Warrant Investments - 11.52 %*				$	29,427	$	48,414


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) As of December 31, 2022
Portfolio Company	Type of Equity	Acquisition Date (12)	Shares	Cost (6)		Fair Value

Equity Investments (8)

Business Applications Software
Arcadia Power, Inc.	Preferred Stock (2)	9/21/2021	16,438	$	167	$	270
Convoy, Inc.	Preferred Stock (2)	9/27/2018	35,208	250		356
DialPad, Inc.	Preferred Stock (2)	9/22/2020	15,456	120		158
Envoy, Inc.	Preferred Stock (2)	12/30/2021	21,216	667		667
FlashParking, Inc.	Preferred Stock (2)	7/19/2022	33,116	455		453
Filevine, Inc.	Preferred Stock (2)	2/4/2022	56,353	357		357
Farmer's Business Network, Inc.	Preferred Stock (2)	7/31/2020	5,041	167		264
Passport Labs, Inc.	Preferred Stock (2)	6/11/2019	1,302	100		103
Toast, Inc.	Common Stock (2)(10)	2/1/2018	128,379	27		2,315
Uniphore Technologies Inc.	Preferred Stock (2)	1/28/2022	28,233	350		350
Total Business Applications Software - 1.26 %*				2,660		5,293

Business/Productivity Software
Forum Brands Holdings, Inc.	Preferred Stock (2)	7/16/2021	822	150		75
Total Business/Productivity Software - 0.02 %*				150		75

Commercial Services
MXP Prime GmbH (1)(3)	Preferred Stock (2)	2/3/2022	96	1,140		1,072
Printify, Inc.	Preferred Stock (2)	8/24/2021	13,850	50		50
Total Commercial Services - 0.27 %*				1,190		1,122

Consumer Finance
Activehours, Inc. (d/b/a Earnin)	Preferred Stock (2)	11/10/2020	14,788	150		198
Total Consumer Finance - 0.05 %*				150		198

Consumer Non-Durables
Hims & Hers Health, Inc. (f/k/a Hims, Inc.)	Common Stock (2)(10)	4/29/2019	78,935	500		506
Misfits Market, Inc. (f/k/a Imperfect Foods, Inc.)	Preferred Stock (2)	12/31/2022	1,615	142		152
	Preferred Stock (2)	12/31/2022	7,196	358		385
				500		537
Total Consumer Non-Durables - 0.25 %*				1,000		1,043

Consumer Products and Services
everdrop GmbH (1)(3)	Preferred Stock (2)	8/1/2022	78	310		322
Frubana Inc. (1)(3)	Preferred Stock (2)	7/13/2022	7,993	500		500
Hydrow, Inc.	Preferred Stock (2)	12/14/2020	85,542	333		421
	Preferred Stock (2)	3/19/2021	46,456	335		295
				668		716
JOKR S.à r.l. (1)(3)	Preferred Stock (2)	12/7/2021	2,796	187		184
	Preferred Stock (2)	11/3/2022	553	37		37
				224		221
VanMoof Global Holding B.V. (1)(3)	Preferred Stock (2)	8/9/2021	140,059	420		316
Total Consumer Products and Services - 0.49 %*				2,122		2,075

Consumer Retail
Savage X, Inc.	Preferred Stock (2)	1/20/2021	17,249	500		738
	Preferred Stock (2)	11/30/2021	10,393	500		500
Total Consumer Retail - 0.29 %*				1,000		1,238


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) As of December 31, 2022
Portfolio Company	Type of Equity	Acquisition Date (12)	Shares	Cost (6)		Fair Value

E-Commerce - Clothing and Accessories
FabFitFun, Inc.	Preferred Stock (2)	1/17/2019	67,934	$	500	$	502
Total E-Commerce - Clothing and Accessories - 0.12 %*				500		502

E-Commerce - Personal Goods
Grove Collaborative, Inc.	Common Stock (2)(10)	6/5/2018	157,882	500		63
Merama Inc.	Preferred Stock (2)	4/19/2021	18,518	33		261
	Preferred Stock (2)	4/19/2021	14,490	83		218
	Preferred Stock (2)	9/1/2021	10,298	167		195
				283		674
Total E-Commerce - Personal Goods - 0.18 %*				783		737

Educational/Training Software
Nerdy Inc. (f/k/a Varsity Tutors LLC)	Common Stock (2)(10)	1/5/2018	62,258	250		140
Total Educational/Training Software - 0.03 %*				250		140

Entertainment
Luminary Roli Limited (1)(3)	Ordinary Shares (2)	8/31/2021	434,782	2,525		—
Mind Candy, Inc. (1)(3)	Preferred Stock (2)	3/9/2020	511,665	1,000		455
Total Entertainment - 0.11 %*				3,525		455

Financial Institution and Services
Prodigy Investments Limited (1)(3)	Preference Shares (2)	12/31/2020	1,552	18,203		16,415
Revolut Ltd (1)(3)	Preferred Stock (2)	8/3/2017	25,920	292		8,560
Total Financial Institution and Services - 5.94 %*				18,495		24,975

Food & Drug
Capsule Corporation	Common Stock (2)	7/25/2019	75,013	500		867
	Common Stock (2)	4/21/2021	5,176	75		78
Total Food & Drug - 0.22 %*				575		945

General Media and Content
Overtime Sports, Inc.	Preferred Stock (2)	8/2/2022	127,656	1,000		1,000
Total General Media and Content - 0.24 %*				1,000		1,000

Healthcare Technology Systems
Curology, Inc.	Preferred Stock (2)	11/26/2019	66,000	196		224
	Common Stock (2)	1/14/2020	142,855	404		264
				600		488
Kalderos, Inc.	Preferred Stock (2)	12/27/2022	45,403	325		325
Talkspace, LLC (f/k/a Groop Internet Platfom, Inc.)	Common Stock (2)(10)	5/15/2019	146,752	378		90
Thirty Madison, Inc. (f/k/a Nurx Inc.)	Preferred Stock (2)	5/31/2019	81,708	1,000		871
Total Healthcare Technology Systems - 0.42 %*				2,303		1,774

Multimedia and Design Software
Hover Inc.	Preferred Stock (2)	9/30/2022	42,378	231		231
Total Multimedia and Design Software - 0.05 %*				231		231


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) As of December 31, 2022
Portfolio Company	Type of Equity	Acquisition Date (12)	Shares	Cost (6)		Fair Value

Network Systems Management Software
Cohesity, Inc.	Preferred Stock (2)	3/24/2017	60,342	$	400	$	902
	Preferred Stock (2)	4/7/2020	9,022	125		165
Total Network Systems Management Software - 0.25 %*				525		1,067

Other Financial Services
Jerry Services, Inc.	Preferred Stock (2)	5/6/2022	8,231	104		103
Monzo Bank Limited (1)(3)	Ordinary Shares (2)	3/8/2021	92,901	1,000		1,231
	Ordinary Shares (2)	1/5/2022	26,281	516		454
				1,516		1,685
N26 GmbH (1)(3)	Preferred Stock (2)	12/9/2021	22	1,264		1,702
Redesign Health Inc.	Preferred Stock (2)	7/12/2022	5,919	100		100
Total Other Financial Services - 0.85 %*				2,984		3,590

Real Estate Services
Belong Home, Inc.	Preferred Stock (2)	4/18/2022	6,033	29		29
McN Investments Ltd. (1)(3)	Preferred Stock (2)	5/6/2022	11,246	300		209
Sonder Holdings Inc.	Common Stock (2)(10)	5/21/2019	43,724	312		54
True Footage Inc.	Preferred Stock (2)	10/18/2021	18,366	100		110
Total Real Estate Services - 0.10 %*				741		402

Travel & Leisure
GoEuro Corp. (1)(3)	Preferred Stock (2)	10/5/2017	2,362	300		229
	Preferred Stock (2)	5/9/2022	9,169	623		675
				923		904
Inspirato LLC	Common Stock (2)(4)(10)	9/11/2014	121,622	287		145
Total Travel & Leisure - 0.25 %*				1,210		1,049

Total Equity Investments - 11.40 %*				$	41,394	$	47,911

Total Investments in Portfolio Companies - 225.90 %* (11)				$	959,407	$	949,276

Total Investments - 225.90 %* (9)				$	959,407	$	949,276

_______________

(1) Investment is a non-qualifying asset under Section 55(a) of the 1940 Act. As of December 31, 2022, non-qualifying assets represented 30.0% of the Company’s total assets, at fair value.

(2) As of December 31, 2022, this investment was not pledged as collateral as part of the Company’s revolving credit facility.

(3) Entity is not domiciled in the United States and does not have its principal place of business in the United States.

(4) Investment is owned by TPVG Investment LLC, a wholly owned taxable subsidiary of the Company.

(5) Investment is a cash success fee or a cash exit fee payable on the consummation of certain trig ger events.

(6) Gross unrealized gains, gross unrealized losses, and net unrealized gains for federal income tax purposes totaled $59.3 million, $51.9 million and $7.4 million, respectively, for the December 31, 2022 investment portfolio. The tax cost of investments is $941.9 million.

(7) Debt is on non-accrual status as of December 31, 2022 and is therefore considered non-income producing. Non-accrual investments as of December 31, 2022 had a total cost and fair value of $ 29.5 million and $ 9.1 million, respectively.

(8) Non-income producing investments.

(9) Except for equity in seven public companies, all investments were valued at fair value using Level 3 significant unobservable inputs as determined in good faith by the Board.

(10) Investment is publicly traded and listed on either the New York Stock Exchange or the Nasdaq, and is not subject to restrictions on sales.

(11) The Company generally acquires its investments in private transactions exempt from registration under the Securities Act. Unless otherwise indicated, all of the Company’s portfolio company investments are subject to restrictions on sales. As of December 31, 2022, the Company’s portfolio company investments that were subject to restrictions on sales totaled $946.0 million at fair value and represented 225.1% of the Company’s net assets. In addition, unless otherwise indicated, as of December 31, 2022, all investments are pledged as collateral as part of the Company’s revolving credit facility.

(12) Acquisition date represents the date of the investment in the portfolio investment.

(13) Growth capital loans also include Debtor-in-Possession (“DIP”) loans.

* Value as a percentage of net assets.

_______________

Notes applicable to the investments presented in the foregoing schedules of investments:

• Unless otherwise noted as an “Affiliate Investment” or a “Control Investment,” no investment represents a 5% or greater interest in any outstanding class of voting security of the portfolio company. As of September 30, 2023 and December 31, 2022, none of the Company’s investments represent a 5% or greater interest in any outstanding class of voting security of the portfolio company.

Notes applicable to the debt investments presented in the foregoing schedules of investments:

• Unless otherwise noted, interest rate is the annual cash interest rate on the debt investment and does not include any original issue discount (“OID”), end-of-term (“EOT”) payment, or any additional fees related to the investments, such as deferred interest, commitment fees or prepayment fees.

• For each debt investment tied to the U.S. Prime rate (“Prime Rate”) as of September 30, 2023, the Prime Rate was 8.50%. As of September 30, 2023, approximately 62.1%, or $523.7 million in principal balance, of the debt investments in the Company’s portfolio bore interest at floating rates, which generally are Prime-based and all of which had interest rate floors of 3.25% or higher.

• The EOT payments are contractual and fixed interest payments due in cash at the maturity date of the loan, including upon prepayment, and are a fixed percentage of the original principal balance of the loan unless otherwise noted. The EOT payment is amortized and recognized as non-cash income over the loan or lease prior to its payment.

• Some of the terms noted in the foregoing schedules of investments are subject to change based on certain events such as prepayments.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

(unaudited)

Note 1. Organization

TriplePoint Venture Growth BDC Corp. (the “Company”), a Maryland corporation, was formed on June 28, 2013 and commenced investment operations on March 5, 2014. The Company is structured as an externally-managed, closed-end investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company has elected to be treated, and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

The Company was formed to expand the venture growth stage business segment of TriplePoint Capital LLC’s (“TPC”) investment platform. TPC is widely recognized as a leading global financing provider devoted to serving venture capital-backed companies with creative, flexible and customized debt financing, equity capital and complementary services throughout their lifespan. The Company’s investment objective is to maximize its total return to stockholders primarily in the form of current income and, to a lesser extent, capital appreciation by lending primarily with warrants to venture growth stage companies focused in technology and other high growth industries backed by TPC’s select group of leading venture capital investors. The Company is externally managed by TriplePoint Advisers LLC (the “Adviser”), which is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and is a wholly owned subsidiary of TPC. The Adviser is responsible for sourcing, reviewing and structuring investment opportunities, underwriting and performing due diligence on investments and monitoring the investment portfolio on an ongoing basis. The Adviser was organized in August 2013 and, pursuant to an investment advisory agreement entered into between the Company and the Adviser, the Company pays the Adviser a base management fee and an incentive fee for its investment management services. The Company has also entered into an administration agreement (the “Administration Agreement”) with TriplePoint Administrator LLC (the “Administrator”), a wholly owned subsidiary of the Adviser, pursuant to which the Administrator provides or arranges for the provision of all administrative services necessary for the Company to operate.

The Company has two wholly owned subsidiaries: TPVG Variable Funding Company LLC (the “Financing Subsidiary”), a bankruptcy remote special purpose entity established for utilizing the Company’s revolving credit facility whose creditors have a claim on its assets prior to those assets becoming available to the Financing Subsidiary’s equity holder, and TPVG Investment LLC, an entity established for holding certain of the Company’s investments without negatively impacting the Company’s RIC tax status. These subsidiaries are consolidated in the financial statements of the Company.

Note 2. Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying interim consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures required by GAAP for the annual reporting of consolidated financial statements are omitted.

The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All adjustments and reclassifications that are necessary for the fair representation of financial results as of and for the periods presented have been included and all intercompany account balances and transactions have been eliminated.

Certain items in the prior period’s consolidated financial statements have been conformed to the current period’s presentation. These presentation changes, if any, did not impact any prior amounts of reported total assets, total liabilities, net assets or results of operations.

These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 1, 2023, including the significant accounting policies described in “Note 2. Significant Accounting Policies” in the Company’s consolidated financial statements included therein.

Note 3. Related Party Agreements and Transactions

Investment Advisory Agreement

In accordance with the Board approved investment advisory agreement (the “Advisory Agreement”), subject to the overall supervision of the Board and in accordance with the 1940 Act, the Adviser manages the day-to-day operations and provides investment advisory services to the Company. Under the terms of the Advisory Agreement, the Adviser:

• determines the composition of the Company’s portfolio, the nature and timing of changes to the Company’s portfolio and the manner of implementing such changes;

• identifies, evaluates and negotiates the structure of investments;

• executes, closes, services and monitors investments;

• determines the securities and other assets purchased, retained or sold;

• performs due diligence on prospective investments; and

• provides the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds.

As consideration for the investment advisory and management services provided, and pursuant to the Advisory Agreement, the Company has agreed to pay the Adviser a fee consisting of two components—a base management fee and an incentive fee. The cost of both the base management fee and incentive fee is ultimately borne by the Company’s stockholders.

Base Management Fee

The base management fee is calculated at an annual rate of 1.75% of the Company’s average adjusted gross assets, including assets purchased with borrowed funds. For services rendered under the Advisory Agreement, the base management fee is payable quarterly in arrears. The base management fee is calculated based on the average value of the Company’s gross assets at the end of its two most recently completed calendar quarters. Such amount is appropriately adjusted (based on the actual number of days elapsed relative to the total number of days in such calendar quarter) for any share issuances or repurchases during a calendar quarter. Base management fees for any partial month or quarter are appropriately pro-rated.

Incentive Fee

The incentive fee, which provides the Adviser with a share of the income it generates for the Company, consists of two components—net investment income and net capital gains—which are largely independent of each other, and may result in one component being payable in a given period even if the other is not payable.

Under the investment income component, the Company pays the Adviser each quarter 20.0 % of the amount by which the Company’s pre-incentive fee net investment income for the quarter exceeds a hurdle rate of 2.0 % ( 8.0 % annualized) of the Company’s net assets at the end of the immediately preceding calendar quarter, subject to a “catch-up” provision pursuant to which the Adviser receives all of such income in excess of 2.0 % but less than 2.5 %, subject to a total return requirement. The effect of the “catch-up” provision is that, subject to the total return provision discussed below, if pre-incentive fee net investment income exceeds 2.5 % in any calendar quarter, the Adviser receives 20.0 % of the Company’s pre-incentive fee net investment income as if the 2.0 % hurdle rate did not apply. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital gains or losses. The foregoing incentive fee is subject to a total return requirement, which provides that no incentive fee in respect of the Company’s pre-incentive fee net investment income is payable except to the extent that 20.0 % of the cumulative net increase in net assets resulting from operations since the effective date of the Company’s election to be regulated as a BDC exceeds the cumulative incentive fees accrued and/or paid since the effective date of the Company’s election to be regulated as a BDC. In other words, any investment income incentive fee that is payable in a calendar quarter is limited to the lesser of (i) 20.0 % of the amount by which the Company’s pre-incentive fee net investment income for such calendar quarter exceeds the 2.0 % hurdle, subject to the “catch-up” provision and (ii) (x) 20.0 % of the cumulative net increase in net assets resulting from operations since the effective date of the Company’s election to be regulated as a BDC minus (y) the cumulative incentive fees accrued and/or paid since the effective date of the Company’s election to be regulated as a BDC. For the foregoing purpose, the “cumulative net increase in net assets resulting from operations” is the sum of the Company’s pre-incentive fee net investment income, realized gains and losses and unrealized appreciation and depreciation since the effective date of the Company’s election to be regulated as a BDC. The Company elected to be regulated as a BDC under the 1940 Act on March 5, 2014.

Under the capital gains component of the incentive fee, the Company pays the Adviser at the end of each calendar year (or upon termination of the Advisory Agreement) 20.0% of the Company’s aggregate cumulative realized capital gains from inception through the end of that year (or upon termination of the Advisory Agreement), computed net of aggregate cumulative realized capital losses and aggregate cumulative unrealized losses through the end of such year, less the aggregate amount of any previously paid capital gain incentive fees. For the foregoing purpose, the Company’s “aggregate cumulative realized capital gains” does not include any unrealized gains. It should be noted that the Company accrues an incentive fee for accounting purposes taking into account any unrealized gains in accordance with GAAP. The capital gains component of the incentive fee is not subject to any minimum return to stockholders. If such amount is negative, then no capital gains incentive fee is payable for such year. Additionally, if the Advisory Agreement is terminated as of a date that is not a calendar year end, the termination date will be treated as though it were a calendar year end for purposes of calculating and paying the capital gains incentive fee.

The base management fee, income incentive fee and capital gains incentive fee earned by the Adviser are included in the Company’s consolidated financial statements and summarized in the table below. Base management and incentive fees are paid in the quarter following that in which they are earned. The Company had cumulative realized and unrealized losses as of September 30, 2023 and 2022, and, as a result, no capital gains incentive fees were recorded for the three and nine months ended September 30, 2023 and 2022.


Management and Incentive Fees (in thousands)	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023		2022
Base management fee	$	4,596	$	3,932	$	13,403	$	11,550
Income incentive fee	—		$	101	$	—	$	6,651
Capital gains incentive fee	—		$	—	$	—	$	—

Administration Agreement

The Board-approved Administration Agreement provides that the Administrator is responsible for furnishing the Company with office facilities and equipment and providing the Company with clerical, bookkeeping, recordkeeping services and other administrative services at such facilities. Under the Administration Agreement, the Administrator performs, or oversees, or arranges for, the performance of the Company’s required administrative services, which includes being responsible for the financial and other records which the Company is required to maintain and preparing reports to the Company’s stockholders and reports and other materials filed with the SEC and any other regulatory authority. In addition, the Administrator assists the Company in determining and publishing net asset value (“NAV”), overseeing the preparation and filing of the Company’s tax returns and printing and disseminating reports and other materials to the Company’s stockholders, and generally oversees the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others. Under the Administration Agreement, the Administrator also provides significant managerial assistance on the Company’s behalf to those companies that have accepted the Company’s offer to provide such assistance.

In consideration of the provision of the services of the Administrator, the Company reimburses the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities under the Administration Agreement. Payments under the Administration Agreement are equal to the Company’s allocable portion (subject to the review of the Board) of the Administrator’s overhead resulting from its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the chief compliance officer and chief financial officer and their respective staffs. In addition, if requested to provide significant managerial assistance to the Company’s portfolio companies, the Administrator is paid an additional amount based on the services provided, which shall not exceed the amount the Company receives from such companies for providing this assistance.

For the three months ended September 30, 2023 and 2022, expenses paid or payable by the Company to the Administrator under the Administration Agreement were $ 0.6 million and $ 0.6 million, respectively.

For the nine months ended September 30, 2023 and 2022, expenses paid or payable by the Company to the Administrator under the Administration Agreement were $ 1.7 million and $ 1.7 million, respectively.

Note 4. Investments

The Company measures the fair value of its investments in accordance with Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure , or “ASC Topic 820,” issued by the FASB. ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The Valuation Committee of the Board is responsible for assisting the Board in valuing investments for which current market quotations are not readily available. Investments for which market quotations are readily available are valued using market quotations, which are generally obtained from pricing services, broker-dealers or market makers.

The Company values its investments for which market quotations are not readily available at fair value as determined in good faith by the Board, with the assistance of the Adviser and independent valuation agents, in accordance with Rule 2a-5 of the 1940 Act and GAAP, and in accordance with the Company’s valuation methodologies. If more than one valuation method is used to measure fair value, the results are evaluated and weighted, as appropriate, considering the reasonableness of the range indicated by those results. The Adviser considers a range of fair values based upon the valuation techniques utilized and selects a value within that range that most accurately represents fair value based on current market conditions as well as other factors the Adviser’s valuation committee considers relevant. The Board determines fair value of its investments on at least a quarterly basis or at such other times when the Board feels it would be appropriate to do so given the circumstances. A determination of fair value involves subjective judgments and estimates and depends on the facts and circumstances present at each valuation date. Due to the inherent uncertainty of determining fair value of portfolio investments that do not have a readily available market value, fair value of investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

ASC Topic 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. ASC Topic 820 also provides guidance regarding a fair value hierarchy, which prioritizes information used to measure fair value and the effect of fair value measurements on earnings and provides for enhanced disclosures determined by the level of information used in the valuation. In accordance with ASC Topic 820, these inputs are summarized in the three levels listed below.

• Level 1 —Valuations are based on quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

• Level 2 —Valuations are based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly, and model-based valuation techniques for which all significant inputs are observable.

• Level 3 —Valuations are based on inputs that are unobservable and significant to the overall fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models incorporating significant unobservable inputs, such as discounted cash flow models and other similar valuations techniques. The valuation of Level 3 assets and liabilities generally requires significant management judgment due to the inability to observe inputs to valuation.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of observable input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the investment.

Under ASC Topic 820, the fair value measurement also assumes that the transaction to sell an asset occurs in the principal market for the asset or, in the absence of a principal market, the most advantageous market for the asset, which may be a hypothetical market, excluding transaction costs. The principal market for any asset is the market with the greatest volume and level of activity for such asset in which the reporting entity would or could sell or transfer the asset. In determining the principal market for an asset or liability under ASC Topic 820, it is assumed that the reporting entity has access to such market as of the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable and willing and able to transact.

For purposes of Section 2(a)(41) and Rule 2a-5 under the 1940 Act, a market quotation is readily available only when that quotation is a quoted price (unadjusted) in active markets for identical investments that the Company can access at the measurement date, provided that a quotation will not be readily available if it is not reliable. Any portfolio investment that is not priced using a Level 1 input shall be subject to the fair value determination requirements under Rule 2a-5 and subject to the Company’s valuation procedures.

With respect to investments for which market quotations are not readily available, the Board undertakes a multi-step valuation process each quarter, as described below:

• The quarterly valuation process begins with each portfolio company or investment receiving a proposed valuation by the Adviser. The Adviser’s internal valuation committee (the “Adviser Valuation Committee”) is responsible for the valuation process, including making preliminary valuation conclusions and recommendations to the Valuation Committee and Board. The Adviser Valuation Committee does not include any voting members who are portfolio managers or investment professionals.

• The Adviser’s Portfolio Valuation, Monitoring and Analytics (“VMA”) group is responsible for aiding and supporting the Adviser Valuation Committee in the Adviser Valuation Committee’s role of overseeing the valuation process, including for calculating and overseeing the valuation process and valuation conclusions, and including making recommendations with respect to discount rates, liquidity adjustments and other key inputs into the valuation process.

• Proposed valuations are then documented and discussed with the Adviser Valuation Committee and other members of the Adviser’s senior management, including members of the VMA and the Adviser’s Finance, Operations, Legal and Compliance groups.

• At least 25% of the Company’s investment portfolio will receive valuation recommendations from an independent third-party valuation firm each quarter, as selected in accordance with the Company’s valuation policy. Each new portfolio investment will be reviewed by an independent third-party valuation firm within 12 months of the date of investment, and thereafter will be reviewed by an independent third-party valuation firm no later than the fourth quarter following its most recent inclusion in such review process. However, a valuation review by an independent third-party valuation firm is not required for holdings whose value is less than 1% of the Company’s gross assets (up to an aggregate of 10% of the Company’s gross assets) or those assets that the Board and/or Valuation Committee has agreed to waive from such requirement.

• The Adviser and the independent third-party valuation firms, if applicable, then present their proposed valuations to the Valuation Committee and Board, and the Board makes a fair valuation determination for each portfolio investment that is to be fair valued.

Debt Investments

The debt investments identified on the consolidated schedules of investments are loans and equipment leases made to venture growth stage companies focused in technology and other high growth industries which are backed by a select group of leading venture capital investors. These investments are considered Level 3 assets under ASC Topic 820 as there is no known or accessible market or market indices for these types of debt instruments and thus the Company must estimate the fair value of these investment securities based on models utilizing unobservable inputs.

To estimate the fair value of debt investments, the Company compares the cost basis of each debt investment, including any OID, to the resulting fair value determined using a discounted cash flow model, unless another model is more appropriate based on the circumstances at the measurement date. The discounted cash flow approach entails analyzing the interest rate spreads for recently completed financing transactions which are similar in nature to these debt investments, in order to determine a comparable range of effective market interest rates. The range of interest rate spreads utilized is based on borrowers with similar credit profiles. All remaining expected cash flows of the investment are discounted using this range of interest rates to determine a range of fair values for the debt investment.

The valuation process includes, among other things, evaluating the underlying investment performance of the portfolio company’s current financial condition and ability to raise additional capital, as well as macro-economic events that may impact valuations. These events include, but are not limited to, current market yields and interest rate spreads of similar securities as of the measurement date. Changes in these unobservable inputs could result in significantly different fair value measurements.

Under certain circumstances, an alternative technique may be used to value certain debt investments that better reflect the fair value of the investment, such as the price paid or realized in a recently completed transaction or a binding offer received in an arm’s length transaction, the use of multiple probability weighted cash flow models when the expected future cash flows contain elements of variability or estimates of proceeds that would be received in a liquidation scenario.

Warrant Investments

Warrant fair values are primarily determined using a Black Scholes option pricing model. Privately held warrants and equity-related securities are valued based on an analysis of various factors, including, but not limited to, those listed below. Increases or decreases in any of the unobservable inputs described below could result in a material change in fair value:

• Underlying enterprise value of the issuer based on available information, including any information regarding the most recent financing round of borrower. Valuation techniques to determine enterprise value include market multiple approaches, income approaches or the use of recent rounds of financing and the portfolio company’s capital structure. Valuation techniques are also utilized to allocate the enterprise fair value of a portfolio company to the specific class of common or preferred stock exercisable in the warrant. Such techniques take into account the rights and preferences of the portfolio company’s securities, expected exit scenarios, and volatility associated with such outcomes to allocate the fair value to the specific class of stock held in the portfolio. Such techniques include option pricing models, including back solve techniques, probability weighted expected return models and other techniques determined to be appropriate.

• Volatility, or the amount of uncertainty or risk about the size of the changes in the warrant investment price, is based on comparable publicly traded companies within indices similar in nature to the underlying company issuing the warrant.

• The risk-free interest rates are derived from the U.S. Treasury yield curve. The risk-free interest rates are calculated based on a weighted average of the risk-free interest rates that correspond closest to the expected remaining life of the warrant investment.

• Other adjustments, including a marketability discount on private company warrant investments, are estimated based on the Adviser’s judgment about the general industry environment.

• Historical portfolio experience on cancellations and exercises of warrant investments are utilized as the basis for determining the estimated life of the warrant investment in each financial reporting period. Warrant investments may be exercised in the event of acquisitions, mergers or initial public offerings, and cancelled due to events such as bankruptcies, restructuring activities or additional financings. These events cause the expected remaining life assumption to be shorter than the contractual term of the warrant investment.

Under certain circumstances alternative techniques may be used to value certain warrants that more accurately reflect the warrants' fair values, such as an expected settlement of a warrant in the near term, a model that incorporates a put feature associated with the warrant, or the price paid or realized in a recently completed transaction or binding offer received in an arm’s-length transaction. The fair value may be determined based on the expected proceeds to be received from such settlement or based on the net present value of the expected proceeds from the put option.

Equity Investments

The fair value of an equity investment in a privately held company is initially the amount invested. The Company adjusts the fair value of equity investments in private companies upon the completion of a new third party round of equity financing subsequent to its investment. The Company may adjust the fair value of an equity investment absent a new equity financing event based upon positive or negative changes in a portfolio company’s financial or operational performance. The Company may also reference comparable transactions and/or secondary market transactions of comparable companies to estimate fair value. These valuation methodologies involve a significant degree of judgment.

The fair value of an equity investment in a publicly traded company is based upon the closing public share price on the date of measurement. These assets are recorded at fair value on a recurring basis.

Investment Valuation

The above-described valuation methodologies involve a significant degree of judgment. There is no single standard for determining the estimated fair value of investments that do not have an active observable market. Valuations of privately held investments are inherently uncertain, as they are based on estimates, and their values may fluctuate over time. The determination of fair value may differ materially from the values that would have been used if an active market for these investments existed. In some cases, the fair value of such investments is best expressed as a range of values derived utilizing different methodologies from which a single estimate may then be determined.

Investments measured at fair value on a recurring basis are categorized in the following table based upon the lowest level of significant input to the valuations as of September 30, 2023 and December 31, 2022. The Company transfers investments in and out of Levels 1, 2 and 3 as of the beginning balance sheet date, based on changes in the use of observable and unobservable inputs utilized to perform the valuation for the period.


Investment Type (in thousands)	September 30, 2023								December 31, 2022
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Debt investments	$	—	$	—	$	782,853	$	782,853	$	—	$	—	$	852,951	$	852,951
Warrant investments	—		—		42,634		42,634		—		—		48,414		48,414
Equity investments	1,182		—		43,509		44,691		3,312		—		44,599		47,911
Total investments	$	1,182	$	—	$	868,996	$	870,178	$	3,312	$	—	$	945,964	$	949,276

The following tables show information about Level 3 investments measured at fair value for the nine months ended September 30, 2023 and 2022. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. As a result, the net unrealized gains and losses for assets within the Level 3 category may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs.


Level 3 Investment Activity (in thousands)	For the Nine Months Ended September 30, 2023
	Debt Investments		Warrant Investments		Equity Investments		Total Investments
Fair value as of December 31, 2022	$	852,951	$	48,414	$	44,599	$	945,964
Funding and purchases of investments, at cost	98,967		1,502		1,320		101,789
Principal payments and sale proceeds received from investments	( 127,688 )		( 274 )		—		( 127,962 )
Net amortization and accretion of premiums and discounts and end-of-term payments	9,528		—		—		9,528
Net realized gains (losses) on investments	( 25,850 )		( 704 )		—		( 26,554 )
Net change in unrealized gains (losses) included in earnings	( 33,001 )		( 6,304 )		( 2,410 )		( 41,715 )
Payment-in-kind coupon	7,946		—		—		7,946


Fair value as of September 30, 2023	$	782,853	$	42,634	$	43,509	$	868,996

Net change in unrealized gains (losses) on Level 3 investments held as of September 30, 2023	$	( 35,412 )	$	( 6,681 )	$	( 2,409 )	$	( 44,502 )


Level 3 Investment Activity (in thousands)	For the Nine Months Ended September 30, 2022
	Debt Investments		Warrant Investments		Equity Investments		Total Investments
Fair value as of December 31, 2021	$	757,222	$	51,756	$	43,942	$	852,920
Funding and purchases of investments, at cost	315,058		4,833		6,747		326,638
Principal payments and sale proceeds received from investments	( 193,137 )		—		( 2,220 )		( 195,357 )
Net amortization and accretion of premiums and discounts and end-of-term payments	10,414		—		—		10,414
Net realized gains (losses) on investments	( 13,011 )		( 1,109 )		220		( 13,900 )
Net change in unrealized gains (losses) included in earnings	( 24,180 )		( 2,875 )		( 2,225 )		( 29,280 )
Payment-in-kind coupon	4,593		—		—		4,593
Transfers between investment types	( 300 )		( 37 )		337		—
Gross transfers out of Level 3 (1)	—		—		( 1,518 )		( 1,518 )
Fair value as of September 30, 2022	$	856,659	$	52,568	$	45,283	$	954,510

Net change in unrealized gains (losses) on Level 3 investments held as of September 30, 2022	$	( 21,851 )	$	( 3,025 )	$	( 2,225 )	$	( 27,101 )

_______________

(1) Transfers out of Level 3 are measured as of the date of the transfer. During the nine months ended September 30, 2022, transfers relate to equity investments in publicly traded companies.

Realized gains and losses are included in “net realized gains (losses) on investments” in the consolidated statements of operations.

During the three months ended September 30, 2023, the Company recognized net realized losses on investments of $ 25.6 million. During the three months ended September 30, 2022, the Company recognized net realized losses on investments of $ 13.2 million.

During the nine months ended September 30, 2023, the Company recognized net realized losses on investments of $ 23.7 million. During the nine months ended September 30, 2022, the Company recognized net realized losses on investments of $ 17.0 million.

Unrealized gains and losses are included in “net change in unrealized gains (losses) on investments” in the consolidated statements of operations.

Net change in unrealized gains during the three months ended September 30, 2023 was $ 8.6 million. Net change in unrealized losses during the three months ended September 30, 2022 was $ 3.2 million.

Net change in unrealized losses during the nine months ended September 30, 2023 was $ 43.8 million. Net change in unrealized losses during the nine months ended September 30, 2022 was $ 34.3 million.

The following tables show a summary of quantitative information about the Level 3 fair value measurements of investments as of September 30, 2023 and December 31, 2022. In addition to the techniques and inputs noted in the tables below, the Company may also use other valuation techniques and methodologies when determining fair value measurements.


Level 3 Investments (dollars in thousands)	September 30, 2023
	Fair Value		Valuation Technique	Unobservable Inputs	Range	Weighted Average
Debt investments	$	743,625	Discounted Cash Flows	Discount Rate	13.06 % - 58.87 %	20.29 %
	39,228		Probability-Weighted Expected Return Method	Probability Weighting of Alternative Outcomes	5.00 % - 100.00 %	70.44 %
Warrant investments	40,502		Black Scholes Option Pricing Model	Revenue Multiples	0.25 x - 14.00 x	3.95 x
				Volatility	45.00 % - 90.00 %	60.65 %
				Term	0.20 - 4.50 Years	2.97
				Discount for Lack of Marketability	20.00 % - 20.00 %	20.00 %
				Risk Free Rate	0.09 % - 5.03 %	3.39 %
	262		Option-Pricing Method and Probability-Weighted Expected Return Method	Term	0.25 - 4.00 Years	3.07
	1,870		Discounted Expected Return	Discount Rate	20.00 % - 30.00 %	27.41 %
				Term	1.00 - 4.00 Years	2.51
				Expected Recovery Rate	18.75 % - 100.00 %	89.12 %
Equity investments	42,352		Black Scholes Option Pricing Model	Revenue Multiples	0.63 x - 14.00 x	4.12 x
				Volatility	45.00 % - 90.00 %	65.35 %
				Term	0.25 - 4.00 Years	2.85
				Risk Free Rate	0.13 % - 5.03 %	3.86 %
	1,157		Option-Pricing Method and Probability-Weighted Expected Return Method	Discount Rate	20.00 % - 20.00 %	20.00 %
				Term	0.50 - 1.50 Years	1.00
Total investments	$	868,996


Level 3 Investments (dollars in thousands)	December 31, 2022
	Fair Value		Valuation Technique	Unobservable Inputs	Range	Weighted Average
Debt investments	$	821,244	Discounted Cash Flows	Discount Rate	7.99 % - 24.36 %	18.47 %
	31,707		Probability-Weighted Expected Return Method	Probability Weighting of Alternative Outcomes	5.00 % - 50.00 %	26.31 %
Warrant investments	45,882		Black Scholes Option Pricing Model	Revenue Multiples	0.25 x - 14.60 x	3.76 x
				Volatility	45.00 % - 85.00 %	59.89 %
				Term	0.20 - 4.50	3.08
				Discount for Lack of Marketability	20.00 % - 20.00 %	20.00 %
				Risk Free Rate	0.09 % - 4.41 %	2.89 %
	530		Option-Pricing Method and Probability-Weighted Expected Return Method	Term	0.50 - 4.00	3.5
	2,002		Discounted Expected Return	Discount Rate	15.00 % - 30.00 %	24.80 %
				Term	1.00 - 4.00	2.54
				Expected Recovery Rate	18.75 % - 100.00 %	90.48 %
Equity investments	44,599		Black Scholes Option Pricing Model	Revenue Multiples	1.25 x - 14.60 x	3.85
				Volatility	45.00 % - 85.00 %	64.48 %
				Term	0.50 - 4.25	3.31
				Risk Free Rate	0.13 % - 4.39 %	3.48 %
Total investments	$	945,964

Increases or decreases in any of the above unobservable inputs in isolation would result in a lower or higher fair value measurement for such assets.

Note 5. Credit Risk

Debt investments may be affected by business, financial market or legal uncertainties. Prices of investments may be volatile, and a variety of factors that are inherently difficult to predict, such as domestic, economic and political developments, may significantly affect the value of these investments. In addition, the value of these investments may fluctuate as the general level of interest rates fluctuates.

In many instances, the portfolio company’s ability to repay the debt investments is dependent on additional funding by its venture capital investors, a future sale or an initial public offering. The value of these investments may be detrimentally affected to the extent a borrower defaults on its obligations, there is insufficient collateral and/or there are extensive legal and other costs incurred in collecting on a defaulted loan.

Note 6. Borrowings

The following table shows the Company’s outstanding debt as of September 30, 2023 and December 31, 2022:


Liability (in thousands)	September 30, 2023						December 31, 2022
	Total Commitment		Balance Outstanding		Unused Commitment		Total Commitment		Balance Outstanding		Unused Commitment
Revolving Credit Facility	$	350,000	$	210,000	$	140,000	$	350,000	$	175,000	$	175,000
2025 Notes	70,000		70,000		—		70,000		70,000		—
2026 Notes	200,000		200,000		—		200,000		200,000		—
2027 Notes	125,000		125,000		—		125,000		125,000		—
Total before deferred financing and issuance costs	745,000		605,000		140,000		745,000		570,000		175,000
Unamortized deferred financing and issuance costs	—		( 5,405 )		—		—		( 7,148 )		—
Total borrowings outstanding, net of deferred financing and issuance costs	$	745,000	$	599,595	$	140,000	$	745,000	$	562,852	$	175,000

Interest expense on these borrowings includes the interest cost charged on borrowings, the unused fee on the Credit Facility (as defined below), paying and administrative agent fees, and the amortization of deferred Credit Facility fees and expenses and costs and fees relating to the Company’s unsecured notes outstanding. These expenses are shown in the table below:


Interest Expense and Amortization of Fees (in thousands)	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023		2022
Revolving Credit Facility
Interest cost	$	3,751	$	1,521	$	11,944	$	2,738
Unused fee	225		314		594		1,036
Amortization of costs and other fees	484		486		1,448		1,197
Revolving Credit Facility Total	$	4,460	$	2,321	$	13,986	$	4,971






2025 Notes
Interest cost	$	787	$	788	$	2,362	$	2,363
Amortization of costs and other fees	52		51		155		153
2025 Notes Total	$	839	$	839	$	2,517	$	2,516

2026 Notes
Interest cost	$	2,250	$	2,250	$	6,750	$	6,750
Amortization of costs and other fees	115		111		336		332
2026 Notes Total	$	2,365	$	2,361	$	7,086	$	7,082

2027 Notes
Interest cost	$	1,563	$	1,562	$	4,688	$	3,646
Amortization of costs and other fees	70		70		209		163
2027 Notes Total	$	1,633	$	1,632	$	4,897	$	3,809

Total interest expense and amortization of fees	$	9,297	$	7,153	$	28,486	$	18,378

Credit Facility

In February 2014, the Company, along with its Financing Subsidiary as borrower, entered into a credit agreement with Deutsche Bank AG, New York Branch acting as administrative agent and the other lenders party thereto, which provided the Company with a $ 150.0 million commitment, subject to borrowing base requirements (as amended and restated from time to time, the “Credit Facility”). As of September 30, 2023, the Company had $ 350 million in total commitments available under the Credit Facility, which includes an accordion feature that allows the Company to increase the size of the Credit Facility to up to $ 400 million under certain circumstances. On July 22, 2022, the Credit Facility was amended to, among other things, extend the revolving period from November 30, 2022 to May 31, 2024 and the scheduled maturity date from May 31, 2024 to November 30, 2025 (unless otherwise terminated earlier pursuant to its terms), as well as change the floating rate from LIBOR to SOFR.

Borrowings under the Credit Facility bear interest at the sum of (i) a floating rate based on certain indices, including SOFR and commercial paper rates (subject to a floor of 0.50 %), plus (ii) a margin of 2.80 % if facility utilization is greater than or equal to 75 %, 2.90 % if utilization is greater than or equal to 50 %, 3.00 % if utilization is less than 50 % and 4.5 % during the amortization period. Borrowings under the Credit Facility are secured only by the assets of the Financing Subsidiary. The Company agreed to pay Deutsche Bank AG a syndication fee and to pay to Deutsche Bank AG a fee to act as administrative agent under the Credit Facility as well as to pay each lender (i) a commitment fee based on each lender’s commitment and (ii) a fee of 0.50 % per annum for any unused borrowings under the Credit Facility on a monthly basis. The Credit Facility contains affirmative and restrictive covenants including, but not limited to, an advance rate limitation of 50.0 % of the applicable balance of net assets held by the Financing Subsidiary, maintenance of minimum net worth, a ratio of total assets to total indebtedness of not less than the greater of 3:2 and the amount so required under the 1940 Act, a key man clause relating to the Company’s Chief Executive Officer, James P. Labe, and the Company’s President and Chief Investment Officer, Sajal K. Srivastava, and eligibility requirements, including but not limited to geographic and industry concentration limitations and certain loan grade classifications. Furthermore, events of default under the Credit Facility include, among other things, (i) a payment default; (ii) a change of control; (iii) bankruptcy; (iv) a covenant default; and (v) failure by the Company to maintain its qualification as a BDC under the 1940 Act. As of September 30, 2023 and December 31, 2022, the Company was in compliance with all covenants under the Credit Facility.

As of September 30, 2023 and December 31, 2022, the Company had outstanding borrowings under the Credit Facility of $ 210.0 million and $ 175.0 million, respectively, excluding deferred credit facility costs of $ 3.1 million and $ 4.1 million, respectively, which is included in the Company’s consolidated statements of assets and liabilities. The book value of the Credit Facility approximates fair value due to the relatively short maturity, cash repayments and market interest rates of the instrument. The fair value of the Credit Facility would be categorized as Level 3 of the fair value hierarchy if determined as of the reporting date.

During the three months ended September 30, 2023 and 2022, the Company had average outstanding borrowings under the Credit Facility of $ 173.5 million and $ 104.2 million, respectively, at a weighted average interest rate, inclusive of unused fees, of 9.09 % and 6.29 %, respectively.

During the nine months ended September 30, 2023 and 2022, the Company had average outstanding borrowings under the Credit Facility of $ 193.3 million and $ 76.7 million, respectively, at a weighted average interest rate, inclusive of unused fees, of 8.77 % and 5.28 %, respectively.

As of September 30, 2023 and December 31, 2022, $ 577.0 million and $ 359.7 million, respectively, of the Company’s assets, including restricted cash, were pledged for borrowings under the Credit Facility, leaving $ 421.5 million and $ 654.8 million of assets unencumbered, respectively.

2025 Notes

On March 19, 2020, the Company completed a private debt offering of $ 70.0 million in aggregate principal amount of its 4.50 % unsecured notes due March 19, 2025 (the “2025 Notes”) in reliance on Section 4(a)(2) of the Securities Act. The interest on the 2025 Notes is payable semiannually on March 19 and September 19 each year.

The 2025 Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In addition, the Company is obligated to offer to prepay the 2025 Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. The 2025 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company; provided, however, in the event that the Company creates, incurs, assumes or permits to exist liens on or with respect to any of its property or assets in connection with future secured indebtedness of more than an aggregate principal amount of $ 25 million, the 2025 Notes will generally become secured concurrently therewith, equally and ratably with such indebtedness.

The Master Note Purchase Agreement (the “Note Purchase Agreement”) under which the 2025 Notes were issued contains customary terms and conditions for unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, a minimum asset coverage ratio of 1.50 to 1.00, a minimum interest coverage ratio of 1.25 to 1.00, and minimum stockholders’ equity of $ 216,129,000 , as adjusted upward by an amount equal to 65 % of the net proceeds from the issuance of shares of the Company’s common stock subsequent to December 31, 2019. In addition, in the event that a Below Investment Grade Event (as defined in the Note Purchase Agreement) occurs, the 2025 Notes will bear interest at a fixed rate of 5.50 % per year from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing.

The Note Purchase Agreement also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness of the Company or subsidiary guarantors, certain judgments and orders, certain events of bankruptcy, and breach of a key man clause relating to the Company’s Chief Executive Officer, James P. Labe, and the Company’s President and Chief Investment Officer, Sajal K. Srivastava. As of September 30, 2023 and December 31, 2022, the Company was in compliance with all covenants under the 2025 Notes.

The 2025 Notes are recorded at amortized cost in the consolidated statements of assets and liabilities. Amortized cost includes $ 0.3 million of deferred issuance cost as of September 30, 2023, which is amortized and expensed over the five-year term of the 2025 Notes based on an effective yield method. As of September 30, 2023 and December 31, 2022, the fair value of the 2025 Notes was $ 65.6 million and $ 69.5 million, respectively, and would be categorized as Level 3 of the fair value hierarchy if determined as of the reporting date.

2026 Notes

On March 1, 2021, the Company completed a private debt offering of $ 200.0 million in aggregate principal amount of its 4.50 % unsecured notes due March 1, 2026 (the “2026 Notes”) in reliance on Section 4(a)(2) of the Securities Act. The interest on the 2026 Notes is payable semiannually on March 19 and September 19 each year.

The 2026 Notes are governed by the terms of the First Supplement, dated as of March 1, 2021 (the “First Supplement”), to the Note Purchase Agreement. The 2026 Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In addition, the Company is obligated to offer to prepay the 2026 Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. The 2026 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company; provided, however, in the event that the Company creates, incurs, assumes or permits to exist liens on or with respect to any of its property or assets in connection with future secured indebtedness of more than an aggregate principal amount of $ 25 million, the 2026 Notes will generally become secured concurrently therewith, equally and ratably with such indebtedness. In addition, in the event that a Below Investment Grade Event (as defined in the Note Purchase Agreement) occurs, the 2026 Notes will bear interest at a fixed rate of 5.50 % per year from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing. The other terms and conditions applicable to the 2026 Notes under the Note Purchase Agreement, as modified by the First Supplement, including events of default and affirmative and negative covenants, are substantially similar to the terms and conditions applicable to the 2025 Notes. As of September 30, 2023 and December 31, 2022, the Company was in compliance with all covenants under the 2026 Notes.

The 2026 Notes are recorded at amortized cost in the consolidated statements of assets and liabilities. Amortized cost includes $ 1.1 million of deferred issuance cost as of September 30, 2023, which is amortized and expensed over the five-year term of the 2026 Notes based on an effective yield method. As of September 30, 2023 and December 31, 2022, the fair value of the 2026 Notes was $ 181.5 million and $ 198.6 million, respectively, and would be categorized as Level 3 of the fair value hierarchy if determined as of the reporting date.

2027 Notes

On February 28, 2022, the Company completed a private debt offering of $ 125.0 million in aggregate principal amount of its 5.00 % unsecured notes due February 28, 2027 (the “2027 Notes”) in reliance on Section 4(a)(2) of the Securities Act. The interest on the 2027 Notes is payable semiannually on February 28 and August 28 each year.

The 2027 Notes are governed by the terms of the Second Supplement, dated as of February 28, 2022 (the “Second Supplement”), to the Note Purchase Agreement. The 2027 Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In addition, the Company is obligated to offer to prepay the 2027 Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. The 2027 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company; provided, however, in the event that the Company creates, incurs, assumes or permits to exist liens on or with respect to any of its property or assets in connection with future secured indebtedness of more than an aggregate principal amount of $ 25 million, the 2027 Notes will generally become secured concurrently therewith, equally and ratably with such indebtedness. In addition, in the event that a Below Investment Grade Event (as defined in the Note Purchase Agreement) occurs, the 2027 Notes will bear interest at a fixed rate of 6.00 % per year from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing. The other terms and conditions applicable to the 2027 Notes under the Note Purchase Agreement, as modified by the Second Supplement, including events of default and affirmative and negative covenants, are substantially similar to the terms and conditions applicable to the 2025 Notes and the 2026 Notes. As of September 30, 2023 and December 31, 2022, the Company was in compliance with all covenants under the 2027 Notes.

The 2027 Notes are recorded at amortized cost in the consolidated statements of assets and liabilities. Amortized cost includes $ 1.0 million of deferred issuance cost as of September 30, 2023, which is amortized and expensed over the five-year term of the 2027 Notes based on an effective yield method. As of September 30, 2023 and December 31, 2022, the fair value of the 2027 Notes was $ 111.7 million and $113.9 million, respectively, and would be categorized as Level 3 of the fair value hierarchy if determined as of the reporting date.

The following table shows additional information about the level in the fair value hierarchy of the Company’s liabilities as of September 30, 2023 and December 31, 2022:


Liability (in thousands)	September 30, 2023								December 31, 2022
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Revolving Credit Facility	$	—	$	—	$	210,000	$	210,000	$	—	$	—	$	175,000	$	175,000
2025 Notes, net (1)	—		—		65,273		65,273		—		—		63,930		63,930
2026 Notes, net (2)	—		—		180,461		180,461		—		—		177,382		177,382
2027 Notes, net (3)	—		—		110,758		110,758		—		—		112,763		112,763
Total	$	—	$	—	$	566,493	$	566,493	$	—	$	—	$	529,075	$	529,075

_______________

(1) Net of debt issuance costs as of September 30, 2023 and December 31, 2022 of $ 0.3 million and $ 0.5 million, respectively.

(2) Net of debt issuance costs as of September 30, 2023 and December 31, 2022 of $ 1.1 million and $ 1.4 million, respectively.

(3) Net of debt issuance costs as of September 30, 2023 and December 31, 2022 of $ 1.0 million and $ 1.2 million, respectively.

Note 7. Commitments and Contingencies

Commitments

As of September 30, 2023 and December 31, 2022, the Company’s unfunded commitments totaled $ 141.9 million to 17 portfolio companies and $ 324.0 million to 37 portfolio companies, respectively, of which $ 38.2 million and $ 88.9 million, respectively, was dependent upon the portfolio companies reaching certain milestones before the debt commitment becomes available to them.

The Company’s credit agreements contain customary lending provisions that allow it relief from funding obligations for previously made commitments in instances where the underlying company experiences material adverse events that affect the financial condition or business outlook for the company. Since these commitments may expire without being drawn upon, unfunded commitments do not necessarily represent future cash requirements or future earning assets for the Company.

The following table shows the Company’s unfunded commitments by portfolio company as of September 30, 2023 and December 31, 2022:


	September 30, 2023				December 31, 2022
Unfunded Commitments (1) (in thousands)	Unfunded Commitments		Fair Value of Unfunded Commitment Liability		Unfunded Commitments		Fair Value of Unfunded Commitment Liability
Activehours, Inc. (d/b/a Earnin)	$	25,000	$	—	$	10,000	$	—
Overtime Sports Inc.	22,858		123		22,857		122
Corelight, Inc.	20,000		415		30,000		603
Frubana Inc.	16,790		392		25,000		585
McN Investments Ltd.	15,000		74		8,000		218
Savage X, Inc.	12,500		574		12,500		573
Loft Orbital Solutions Inc.	10,000		242		10,000		242
NewStore Inc.	5,000		68		5,000		68
Foodology Inc.	3,720		—		7,976		82
Tempus Ex Machina, Inc.	3,000		—		—		—
Quick Commerce Ltd	2,000		94		4,000		94
Avantstay, Inc.	1,500		135		10,000		250
JOKR S.à r.l.	1,499		95		1,499		95
Open Space Labs, Inc.	1,000		16		1,000		16
Substack Inc.	1,000		13		1,000		13
Pair EyeWear, Inc.	1,000		10		1,000		10
True Footage Inc.	23		1		1,417		47
Athletic Greens (USA) Inc.	—		—		20,000		185
Found Health, Inc.	—		—		20,000		112
Jerry Services, Inc.	—		—		15,000		164
LeoLabs, Inc.	—		—		15,000		422
Kalderos, Inc.	—		—		13,000		214
RenoRun US Inc.	—		—		12,750		487
The Aligned Company (f/k/a Thingy Thing Inc.)	—		—		12,000		12
Lower Holding Company	—		—		12,000		263
Vial Health Technology Inc.	—		—		10,000		83
Merama Inc.	—		—		9,718		197
Minted, Inc.	—		—		5,100		—
Mynd Management, Inc.	—		—		5,000		—
Don't Run Out, Inc.	—		—		5,000		—
Homeward, Inc.	—		—		5,000		—
FlashParking, Inc.	—		—		3,490		98
Baby Generation, Inc.	—		—		2,500		34
Flo Health, Inc.	—		—		2,167		38
Medly Health Inc.	—		—		2,036		61
Belong Home, Inc.	—		—		1,000		16
Dia Styling Co.	—		—		1,000		—
Mystery Tackle Box, Inc. (d/b/a Catch Co.)	—		—		1,000		—
Project 1920, Inc.	—		—		—		59











Total	$	141,890	$	2,252	$	324,010	$	5,463

_______________

(1) Does not include $1.5 million backlog of potential future commitments as of September 30, 2023. The Company did not have any backlog of potential future commitments as of December 31, 2022. Refer to the “Backlog of Potential Future Commitments” below.

The table above also shows the fair value of the Company’s unfunded commitment liability totaling $ 2.3 million and $ 5.5 million as of September 30, 2023 and December 31, 2022, respectively. The fair value at the inception of the delay draw credit agreements is equal to the fees and warrants received to enter into these agreements, taking into account the remaining terms of the agreements and the relevant counterparty’s credit profile. The unfunded commitment liability reflects the fair value of these future funding commitments and is included in “Other accrued expenses and liabilities” in the Company’s consolidated statements of assets and liabilities.

These liabilities are considered Level 3 liabilities under ASC Topic 820 as there is no known or accessible market or market indices for these types of financial instruments. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. The following table shows additional details regarding the Company's unfunded commitment activity during the three and nine months ended September 30, 2023 and 2022:


Commitments Activity (in thousands)	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023		2022
Unfunded commitments at beginning of period (1)	$	205,318	$	349,170	$	324,010	$	191,662
New commitments (1)	5,577		103,286		27,320		488,959
Fundings	( 12,706 )		( 101,732 )		( 100,863 )		( 321,988 )
Expirations / Terminations	( 54,799 )		( 19,038 )		( 107,077 )		( 25,788 )
Foreign currency adjustments	—		( 617 )		—		( 1,776 )
Unfunded commitments and backlog of potential future commitments at end of period	$	143,390	$	331,069	$	143,390	$	331,069
Backlog of potential future commitments	1,500		—		1,500		—
Unfunded commitments at end of period	$	141,890	$	331,069	$	141,890	$	331,069

_______________

(1) Includes backlog of potential future commitments. Refer to the “Backlog of Potential Future Commitments” below.

The following table shows additional information on the Company’s unfunded commitments regarding milestones and expirations as of September 30, 2023 and December 31, 2022:


Unfunded Commitments (1) (in thousands)	September 30, 2023		December 31, 2022
Dependent on milestones	$	38,243	$	88,917
Expiring during:
2023	$	45,743	$	224,053
2024	73,290		72,000
2025	22,857		27,957
Unfunded commitments	$	141,890	$	324,010

_______________

(1) Does not include backlog of potential future commitments. Refer to the “Backlog of Potential Future Commitments” below.

Backlog of Potential Future Commitments

The Company may enter into commitments with certain portfolio companies that permit an increase in the commitment amount in the future in the event that certain conditions to make such increases are met. If such conditions to increase are met, these amounts may become unfunded commitments, if not drawn prior to expiration. As of September 30, 2023, the backlog of potential future commitments totaled $1.5 million. As of December 31, 2022, the Company did not have any backlog of potential future commitments.

Note 8. Financial Highlights

The following table shows the financial highlights for the nine months ended September 30, 2023 and 2022:


Financial Highlights (in thousands, except per share data)	For the Nine Months Ended September 30,
	2023			2022
Per Share Data (1)
Net asset value at beginning of period	$	11.88		$	14.01
Changes in net asset value due to:
Net investment income	1.59			1.35
Net realized gains (losses) on investments	( 0.67 )			( 0.54 )
Net change in unrealized gains (losses) on investments	( 1.24 )			( 1.08 )
Net increase (decrease) from capital share transactions (1)	0.01			0.03

Distributions from net investment income	( 1.20 )			( 1.08 )


Net asset value at end of period	$	10.37		$	12.69

Net investment income per share	$	1.59		$	1.35
Net increase (decrease) in net assets resulting from operations per share	$	( 0.31 )		$	( 0.26 )
Weighted average shares of common stock outstanding for period	35,453			31,816
Shares of common stock outstanding at end of period	36,086			35,282

Ratios / Supplemental Data
Net asset value at beginning of period	$	419,940		$	434,491
Net asset value at end of period	$	374,100		$	447,881
Average net asset value	$	404,725		$	433,234
Stock price at end of period	$	10.46		$	10.86

Total return based on net asset value per share (2)	( 2.7 )		%	( 1.4 )		%
Total return based on stock price (3)	11.8		%	( 34.2 )		%

Net investment income to average net asset value (4)	18.7		%	13.3		%
Net increase (decrease) in net assets to average net asset value (4)	( 3.6 )		%	( 2.6 )		%
Ratio of expenses to average net asset value (4)	15.9		%	12.8		%
Operating expenses excluding incentive fees to average net asset value (4)	15.9		%	10.7		%
Income incentive fees to average net asset value (4)	—		%	2.1		%
Capital gains incentive fees to average net asset value (4)	—		%	—		%

_____________

(1) All per share activity is calculated based on the weighted average shares outstanding for the relevant period, except net increase from capital share transactions, which is based on the common shares outstanding as of the relevant balance sheet date.

(2) Total return based on NAV is the change in ending NAV per share plus distributions per share paid during the period assuming participation in the Company’s dividend reinvestment plan divided by the beginning NAV per share. Total return does not reflect sales charges that may be incurred by stockholders.

(3) Total return based on stock price is the change in the ending stock price of the Company’s common stock plus distributions paid during the period assuming participation in the Company’s dividend reinvestment plan divided by the beginning stock price of the Company’s common stock. Total return does not reflect sales charges that may be incurred by stockholders. The total return is for the period shown and is not annualized.

(4) Percentage is presented on an annualized basis.

The weighted average portfolio yield on total debt investments shown below is for the nine months ended September 30, 2023 and 2022:


Ratios (Percentages, on an annualized basis) (1)	For the Nine Months Ended September 30,
	2023		2022
Weighted average portfolio yield on total debt investments (2)	14.8	%	14.5	%
Coupon income	11.7	%	10.6	%
Accretion of discount	0.9	%	0.8	%
Accretion of end-of-term payments	1.7	%	1.7	%
Impact of prepayments during the period	0.5	%	1.4	%

_____________

(1) Weighted average portfolio yields on total debt investments for periods shown are the annualized rates of interest income recognized during the period divided by the average amortized cost of debt investments in the portfolio during the period.

(2) The weighted average portfolio yields on total debt investments reflected above do not represent actual investment returns to the Company’s stockholders.

Note 9. Net Increase (Decrease) in Net Assets per Share

The following table shows the computation of basic and diluted net increase/(decrease) in net assets per share for the three and nine months ended September 30, 2023 and 2022:


Basic and Diluted Share Information (in thousands, except per share data)	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023		2022
Net investment income	$	19,104	$	16,860	$	56,520	$	43,061
Net increase (decrease) in net assets resulting from operations	$	2,148	$	432	$	( 11,028 )	$	( 8,276 )
Weighted average shares of common stock outstanding	35,609		33,373		35,453		31,816
Net investment income per share of common stock	$	0.54	$	0.51	$	1.59	$	1.35
Net increase (decrease) in net assets resulting from operations per share of common stock	$	0.06	$	0.01	$	( 0.31 )	$	( 0.26 )

Note 10. Equity

Since inception through September 30, 2023, the Company has issued 34,999,352 shares of common stock through an initial public offering and a concurrent private placement offering in 2014, a registered follow-on offering in 2015, a private placement offering in 2017, a registered follow-on offering and concurrent private placement offering in 2018, a registered follow-on offering in 2020 and a registered follow-on offering in 2022. The Company received net proceeds from these offerings of $ 488.1 million, net of the portion of the underwriting sales load and offering costs paid by the Company. Included in the $ 488.1 million of net proceeds from these offerings is $ 55.3 million in net proceeds from the Company’s issuance in August 2022 of an aggregate of 4,161,807 shares of common stock in a registered follow-on offering pursuant to an underwriting agreement by and among the Company, the Adviser and the Administrator, on the one hand, and Wells Fargo Securities, LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in the underwriting agreement. 411,807 of the shares issued in August 2022 were issued pursuant to the underwriters’ option to purchase additional shares.

The Company has adopted a dividend reinvestment plan for its stockholders, which is an “opt out” dividend reinvestment plan. Under this plan, if the Company declares a cash distribution to stockholders, the amount of such distribution is automatically reinvested in additional shares of common stock unless a stockholder specifically “opts out” of the dividend reinvestment plan. If a stockholder opts out, that stockholder receives cash distributions.

On September 30, 2022, we entered into a sales agreement (the “Sales Agreement”) with the Adviser, the Administrator and UBS Securities LLC (the “Sales Agent”), providing for the issuance from time to time of up to an aggregate of $ 50.0 million in shares of our common stock by means of at-the-market offerings (the “ATM Program”) . Subject to the terms of the Sales Agreement, the Sales Agent is not required to sell any specific number or dollar amount of securities but will act as our sales agent using commercially reasonable efforts consistent with the Sales Agent’s normal trading and sales practices, on mutually agreed terms between us and the Sales Agent.

During the three months ended September 30, 2023, the Company sold 563,565 shares of common stock under the Sales Agreement. For the same period, the Company received total net proceeds of $ 6.2 million from these sales. As of September 30, 2023, $ 43.7 million in shares remained available for sale under the ATM Program.

The following tables show information on the proceeds raised along with any related underwriting sales load and associated offering expenses, and the price at which common stock was issued by the Company, during the nine months ended September 30, 2023 and for the year ended December 31, 2022:


Issuance of Common Stock for the Nine Months Ended September 30, 2023 (in thousands, except for share data)	Date	Number of Shares of Common Stock Issued	Gross Proceeds Raised		Underwriting Sales Load		Offering Expenses		Gross Offering Price per Share
First quarter 2023 distribution reinvestment	3/31/2023	49	$	566	$	—	$	—	$	11.48
Second quarter 2023 distribution reinvestment	6/30/2023	50	553		—		—		$	11.19
Third quarter 2023 distribution reinvestment	9/29/2023	76	751		—		—		$	9.94
Third quarter 2023 ATM offering (1)	(1)	564	6,286		95		30		$	11.15


Total issuance		739	$	8,156	$	95	$	30

_______________

(1) Gross offering price per share represents the weighted average price per share issued from August 14, 2023 to September 18, 2023 under the Sales Agreement during the period.


Issuance of Common Stock for the Year Ended December 31, 2022 (in thousands, except per share data)	Date	Number of Shares of Common Stock Issued	Gross Proceeds Raised		Underwriting Sales Load		Offering Expenses		Gross Offering Price per Share
First quarter 2022 distribution reinvestment	3/31/2022	26	$	426	$	—	$	—	$	16.59
Second quarter 2022 distribution reinvestment	6/30/2022	37	452		—		—		$	12.10
Public follow-on	8/9/2022	3,750	51,563		1,547		177		$	13.75
Public follow-on (over-allotment)	8/31/2022	412	5,662		170		—		$	13.75
Third quarter 2022 distribution reinvestment	9/30/2022	46	479		—		—		$	10.32
Fourth quarter 2022 distribution reinvestment	12/30/2022	66	654		—		—		$	9.91
Total issuance		4,337	$	59,236	$	1,717	$	177

The Company had 36,085,862 and 35,348,049 shares of common stock outstanding as of September 30, 2023 and December 31, 2022, respectively.

Note 11. Distributions

The Company has elected to be treated, and intends to comply with the requirements to continue to qualify annually, as a RIC under the Code. In order to maintain its ability to be subject to tax as a RIC, among other things, the Company is required to distribute at least 90% of its net ordinary income and net realized short-term capital gains in excess of its net realized long-term capital losses, if any, to its stockholders. Additionally, to avoid a nondeductible 4% U.S. federal excise tax on certain of the Company’s undistributed income, the Company must distribute during each calendar year an amount at least equal to the sum of: (a) 98% of the Company’s ordinary income (not taking into account any capital gains or losses) for such calendar year; (b) 98.2% of the amount by which the Company’s capital gains exceed the Company’s capital losses (adjusted for certain ordinary losses) for a one-year period ending on October 31 of the calendar year (unless an election is made by the Company to use its taxable year); and (c) certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax.

For the tax years ended December 31, 2022 and 2021, the Company was subject to a 4% U.S. federal excise tax and the Company may be subject to this tax in future years. In such cases, the Company is liable for the tax only on the amount by which the Company does not meet the foregoing distribution requirement. The character of income and gains that the Company distributes is determined in accordance with income tax regulations that may differ from GAAP. Book and tax basis differences relating to stockholder dividends and distributions and other permanent book and tax differences are reclassified to paid-in capital. The Company incurred a non-deductible U.S. federal excise tax of $ 726,000 and $ 337,000 for the tax years ended December 31, 2022 and 2021, respectively.

The following table shows the Company's cash distributions per share that have been authorized by the Board since the Company's initial public offering to September 30, 2023. From March 5, 2014 (commencement of operations) to December 31, 2015, and during the years ended December 31, 2022, 2018 and 2017, distributions represent ordinary income as the Company's earnings exceeded distributions. Approximately $ 0.24 per share of the distributions during the year ended December 31, 2016 represented a return of capital. During the years ended December 31, 2021, 2020 and 2019, distributions represent ordinary income and long term capital gains.

Period Ended

Date Declared

Record Date

Payment Date

Per Share Amount

March 31, 2014

April 3, 2014

April 15, 2014

April 30, 2014

0.09

(1)

June 30, 2014

May 13, 2014

May 30, 2014

June 17, 2014

0.30

September 30, 2014

August 11, 2014

August 29, 2014

September 16, 2014

0.32

December 31, 2014

October 27, 2014

November 28, 2014

December 16, 2014

0.36

December 31, 2014

December 3, 2014

December 22, 2014

December 31, 2014

0.15

(2)

March 31, 2015

March 16, 2015

March 26, 2015

April 16, 2015

0.36

June 30, 2015

May 6, 2015

May 29, 2015

June 16, 2015

0.36

September 30, 2015

August 11, 2015

August 31, 2015

September 16, 2015

0.36

December 31, 2015

November 10, 2015

November 30, 2015

December 16, 2015

0.36

March 31, 2016

March 14, 2016

March 31, 2016

April 15, 2016

0.36

June 30, 2016

May 9, 2016

May 31, 2016

June 16, 2016

0.36

September 30, 2016

August 8, 2016

August 31, 2016

September 16, 2016

0.36

December 31, 2016

November 7, 2016

November 30, 2016

December 16, 2016

0.36

March 31, 2017

March 13, 2017

March 31, 2017

April 17, 2017

0.36

June 30, 2017

May 9, 2017

May 31, 2017

June 16, 2017

0.36

September 30, 2017

August 8, 2017

August 31, 2017

September 15, 2017

0.36

December 31, 2017

November 6, 2017

November 17, 2017

December 1, 2017

0.36

March 31, 2018

March 12, 2018

March 23, 2018

April 6, 2018

0.36

June 30, 2018

May 2, 2018

May 31, 2018

June 15, 2018

0.36

September 30, 2018

August 1, 2018

August 31, 2018

September 14, 2018

0.36

December 31, 2018

October 31, 2018

November 30, 2018

December 14, 2018

0.36

December 31, 2018

December 6, 2018

December 20, 2018

December 28, 2018

0.10

(2)

March 31, 2019

March 1, 2019

March 20, 2019

March 29, 2019

0.36

June 30, 2019

May 1, 2019

May 31, 2019

June 14, 2019

0.36

September 30, 2019

July 31, 2019

August 30, 2019

September 16, 2019

0.36

December 31, 2019

October 30, 2019

November 29, 2019

December 16, 2019

0.36

March 31, 2020

February 28, 2020

March 16, 2020

March 30, 2020

0.36

June 30, 2020

April 30, 2020

June 16, 2020

June 30, 2020

0.36

September 30, 2020

July 30, 2020

August 31, 2020

September 15, 2020

0.36

December 31, 2020

October 29, 2020

November 27, 2020

December 14, 2020

0.36

December 31, 2020

December 21, 2020

December 31, 2020

January 13, 2021

0.10

(2)

March 31, 2021

February 24, 2021

March 15, 2021

March 31, 2021

0.36

June 30, 2021

April 29, 2021

June 16, 2021

June 30, 2021

0.36

September 30, 2021

July 28, 2021

August 31, 2021

September 15, 2021

0.36

December 31, 2021

October 29, 2021

November 30, 2021

December 15, 2021

0.36

March 31, 2022

February 22, 2022

March 15, 2022

March 31, 2022

0.36

June 30, 2022

April 28, 2022

June 16, 2022

June 30, 2022

0.36

September 30, 2022

July 27, 2022

September 15, 2022

September 30, 2022

0.36

December 31, 2022

October 28, 2022

December 15, 2022

December 30, 2022

0.37

December 31, 2022

December 9, 2022

December 22, 2022

December 30, 2022

0.10

(2)

March 31, 2023

February 21, 2023

March 15, 2023

March 31, 2023

0.40

June 30, 2023

April 26, 2023

June 15, 2023

June 30, 2023

0.40

September 30, 2023

July 26, 2023

September 15, 2023

September 29, 2023

0.40

Total cash distributions

14.25

_______________

(1) The amount of this initial distribution reflected a quarterly distribution rate of $ 0.30 per share, prorated for the 27 days for the period from the pricing of the Company’s initial public offering on March 5, 2014 through March 31, 2014.

(2) Represents a special distribution.

It is the Company’s intention to distribute all or substantially all of its taxable income earned over the course of the year. However, the Company may choose not to distribute all of its taxable income for a number of reasons, including retaining excess taxable income for investment purposes and/or to defer the payment of distributions associated with the excess taxable income for future calendar years. During the three months ended September 30, 2023 and 2022, the Company recorded $ 0.6 million and $ 0.2 million, respectively, for an excise tax accrual. During the nine months ended September 30, 2023 and 2022, the Company recorded $ 1.0 million and $ 0.5 million, respectively, for an excise tax accrual. For the three months ended September 30, 2023 and 2022, total distributions of $ 0.40 per share and $ 0.36 per share were declared and paid, respectively, and represented distributions from ordinary income. For the nine months ended September 30, 2023 and 2022, total distributions of $ 1.20 per share and $ 1.08 per share were declared and paid, respectively, and represented distributions from ordinary income. No provision for income tax was recorded in the Company’s consolidated statements of operations for the three and nine months ended September 30, 2023 and 2022. As of September 30, 2023, the Company estimated it had undistributed taxable earnings from net investment income of $ 37.3 million, or $ 1.03 per share. Since March 5, 2014 (commencement of operations) to September 30, 2023, total distributions of $ 14.25 per share have been paid.

Note 12. Subsequent Events

The Company's management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. There have been no subsequent events that occurred during such period that would require disclosure in this Quarterly Report on Form 10-Q or would be required to be recognized in the consolidated financial statements as of and for the three and nine months ended September 30, 2023, except as discussed below.

Distribution

On October 26, 2023, the Board declared a $ 0.40 per share regular quarterly distribution payable on December 29, 2023 to stockholders of record on December 15, 2023.

Recent Portfolio Activity

From October 1, 2023 through October 31, 2023, the Company closed $ 3.0 million of additional debt commitments and funded $ 10.0 million in new investments. TPC’s direct originations platform entered into $ 17.5 million of additional non-binding signed term sheets with venture growth stage companies. These investment opportunities for the Company are subject to due diligence, definitive documentation and investment committee approval, as well as compliance with the Adviser’s allocation policy.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

The information contained in this section should be read in conjunction with our consolidated financial statements and related notes and schedules thereto appearing elsewhere in this Quarterly Report on Form 10-Q. Except as otherwise specified, references to “the Company”, “we”, “us”, and “our” refer to TriplePoint Venture Growth BDC Corp. and its subsidiaries.

This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. The forward-looking statements contained in this Quarterly Report on Form 10-Q include statements as to:

• our and our portfolio companies’ future operating results and financial condition, including our and our portfolio companies’ ability to achieve our respective objectives;

• our business prospects and the prospects of our portfolio companies;

• our relationships with third parties, including but not limited to lenders and venture capital investors, including other investors in our portfolio companies;

• the outcome and impact on the Company of any material pending or threatened legal proceedings to which the Company or its property is subject;

• the impact and timing of our unfunded commitments;

• the expected market for venture capital investments;

• the performance of our existing portfolio and other investments we may make in the future;

• the impact of investments that we expect to make;

• actual and potential conflicts of interest with TPC, the Adviser and its senior investment team and Investment Committee;

• our contractual arrangements and relationships with third parties;

• the dependence of our future success on the U.S. and global economies, including with respect to the industries in which we invest;

• our expected financings and investments;

• the ability of the Adviser to locate suitable investments for us and to monitor and administer our investments;

• the ability of our Adviser to attract, retain and have access to highly talented professionals, including our Adviser’s senior management team;

• our ability to maintain our qualification as a RIC and as a BDC;

• the adequacy of our and our portfolio companies’ available liquidity, cash resources and working capital and compliance with covenants under borrowing arrangements;

• the ability of our portfolio companies to obtain financing on attractive terms or at all; and

• the timing of cash flows, if any, from the operations of our portfolio companies.

These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

• changes in laws and regulations, changes in political, economic or industry conditions, and changes in the interest rate environment or other conditions affecting the financial and capital markets;

• the potential widespread re-emergence of COVID-19 or its variants, or a similar health pandemic, and the length and duration thereof in the United States as well as worldwide, and the magnitude of its impact and time required for economic recovery, including with respect to the impact of travel restrictions and other isolation and quarantine measures on the ability of the Adviser’s investment professionals to conduct in-person diligence on, and otherwise monitor, existing and future investments;

• the potential for an economic downturn and the time period required for robust economic recovery therefrom;

• a contraction of available credit, an inability or unwillingness of our lenders to fund their commitments to us and/or an inability to access capital markets or additional sources of liquidity, which could have a material adverse effect on our results of operations and financial condition and impair our lending and investment activities;

• interest rate volatility could adversely affect our results, particularly given that we use leverage as part of our investment strategy;

• currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;

• risks associated with possible disruption in our or our portfolio companies’ operations due to the effect of, and uncertainties stemming from, adverse developments affecting the financial services industry and the venture banking ecosystem, including the recent failure of certain banking institutions, as well as due to wars and other forms of conflict, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics; and

• the risks, uncertainties and other factors we identify in “Risk Factors” in this Quarterly Report on Form 10-Q, in our most recent Annual Report on Form 10-K under Part I, Item 1A, and in our other filings with the SEC that we make from time to time.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include, without limitation, our ability to originate new loans and investments, borrowing costs and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report on Form 10-Q.

Overview

We are an externally managed, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. We have elected to be treated, and intend to qualify annually, as a RIC under Subchapter M of the Code for U.S. federal income tax purposes. Our shares are currently listed on the New York Stock Exchange (the “NYSE”) under the symbol “TPVG”.

We were formed to expand the venture growth stage business segment of TPC’s investment platform. TPC is widely recognized as a leading global financing provider devoted to serving venture capital-backed companies with creative, flexible and customized debt financing, equity capital and complementary services throughout their lifespan. TPC is located on Sand Hill Road in Silicon Valley and has a primary focus in technology and other high growth industries.

Our investment objective is to maximize our total return to stockholders primarily in the form of current income and, to a lesser extent, capital appreciation by lending primarily with warrants to venture growth stage companies focused in technology and other high growth industries backed by TPC’s select group of leading venture capital investors.

COVID-19 Developments

The COVID-19 pandemic, and the related effect on the U.S. and global economies, including the recent economic downturn and the uncertainty associated with the timing and likelihood of robust economic recovery, has had adverse consequences for the business operations of some of our portfolio companies and has adversely affected, and threatens to continue to adversely affect, our operations and the operations of the Adviser.

Any significant increase in aggregate unrealized depreciation of our investment portfolio or significant reductions in our net asset value as a result of the effects of the COVID-19 pandemic or otherwise increases the risk of failing to meet the 1940 Act asset coverage requirements and breaching covenants under the Credit Facility, under the governing agreements for the 2025 Notes, the 2026 Notes and the 2027 Notes, or otherwise triggering an event of default under our borrowing arrangements. Any such breach of covenant or event of default, if we are not able to obtain a waiver from the required lenders or debt holders, would have a material adverse effect on our business, liquidity, financial condition, results of operations and ability to pay distributions to our stockholders. See “Risk Factors” in this Quarterly Report on Form 10-Q and “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022 for more information. As of September 30, 2023, we were in compliance with the asset coverage requirements under the 1940 Act and with our covenants under the Credit Facility and under the governing agreements for the 2025 Notes, the 2026 Notes and the 2027 Notes.

We will continue to monitor the evolving situation relating to the COVID-19 pandemic and related guidance from U.S. and international authorities, including federal, state and local public health authorities. Given the dynamic nature of this situation and the fact that there may be developments outside of our control that require us or our portfolio companies to adjust plans of operation, we cannot reasonably estimate the full impact of COVID-19 or its variants on our financial condition, results of operations or cash flows in the future. However, it could have a material adverse impact for a prolonged period of time on our future net investment income, the fair value of our portfolio investments, and the respective results of operations and financial condition of us and our portfolio companies. See “Risk Factors” in this Quarterly Report on Form 10-Q, and in our other filings with the SEC that we make from time to time, for more information.

Portfolio Composition, Investment Activity and Asset Quality

Portfolio Composition

We originate and invest primarily in venture growth stage companies. Companies at the venture growth stage have distinct characteristics differentiating them from venture capital-backed companies at other stages in their development lifecycle. We invest primarily in (i) growth capital loans that have a secured collateral position and that are generally used by venture growth stage companies to finance their continued expansion and growth, (ii) equipment financings, which may be structured as loans or leases, that have a secured collateral position on specified mission-critical equipment, (iii) on a select basis, revolving loans that have a secured collateral position and that are typically used by venture growth stage companies to advance against inventory, components, accounts receivable, contractual or future billings, bookings, revenues, sales or cash payments and collections including proceeds from a sale, financing or the equivalent and (iv) direct equity investments in venture growth stage companies. In connection with our growth capital loans, equipment financings and revolving loans, we generally receive warrant investments as part of the transaction that allow us to participate in any equity appreciation of our borrowers and enhance our overall investment returns.

As of September 30, 2023, we had 343 investments in 118 companies. Our investments included 160 debt investments, 122 warrant investments, and 61 direct equity and related investments. As of September 30, 2023, the aggregate cost and fair value of these investments were $924.1 million and $870.2 million, respectively. As of September 30, 2023, nine of our portfolio companies were publicly traded. As of September 30, 2023, the 160 debt investments had an aggregate fair value of $782.9 million and a weighted average loan to enterprise value ratio at the time of underwriting of 7.8%. Enterprise value of a portfolio company is estimated based on information available, including any information regarding the most recent rounds of equity funding, at the time of origination.

As of December 31, 2022, we had 327 investments in 121 companies. Our investments included 144 debt investments, 124 warrant investments, and 59 direct equity and related investments. As of December 31, 2022, the aggregate cost and fair value of these investments were $959.4 million and $949.3 million, respectively. As of December 31, 2022, 11 of our portfolio companies were publicly traded. As of December 31, 2022, the 144 debt investments had an aggregate fair value of $853.0 million and a weighted average loan to enterprise value ratio at the time of underwriting of 7.8%. Enterprise value of a portfolio company is estimated based on information available, including any information regarding the most recent rounds of equity funding, at the time of origination.

The following tables show information on the cost and fair value of our investments in companies along with the number of companies in our portfolio as of September 30, 2023 and December 31, 2022:


	September 30, 2023
Investments by Type (dollars in thousands)	Cost		Fair Value		Net Unrealized Gains (losses)		Number of Investments	Number of Companies
Debt investments	$	851,489	$	782,853	$	(68,636)	160	54
Warrant investments	29,951		42,634		12,683		122	106
Equity investments	42,687		44,691		2,004		61	48
Total Investments in Portfolio Companies	$	924,127	$	870,178	$	(53,949)	343	118	(1)

_______________

(1) Represents non-duplicative number of companies.


	December 31, 2022
Investments by Type (dollars in thousands)	Cost		Fair Value		Net Unrealized Gains (losses)		Number of Investments	Number of Companies
Debt investments	$	888,586	$	852,951	$	(35,635)	144	57
Warrant investments	29,427		48,414		18,987		124	107
Equity investments	41,394		47,911		6,517		59	48
Total Investments in Portfolio Companies	$	959,407	$	949,276	$	(10,131)	327	121	(1)

_______________

(1) Represents non-duplicative number of companies.

The following tables show the fair value of the portfolio of investments, by industry and the percentage of the total investment portfolio, as of September 30, 2023 and December 31, 2022:


	September 30, 2023
Investments in Portfolio Companies by Industry (dollars in thousands)	At Fair Value		Percentage of Total Investments
Consumer Products and Services	$	144,957	16.7	%
E-Commerce - Clothing and Accessories	133,883		15.4
Financial Institution and Services	72,718		8.4
Healthcare Technology Systems	62,880		7.2
Business Applications Software	62,395		7.2
Business/Productivity Software	59,328		6.8
Real Estate Services	58,315		6.7
Business Products and Services	47,168		5.4
Other Financial Services	34,395		4.0
Travel & Leisure	32,950		3.8
Entertainment	29,368		3.4
Shopping Facilitators	28,959		3.3
Application Software	24,819		2.9
E-Commerce - Personal Goods	22,164		2.5
Multimedia and Design Software	20,442		2.3
Food & Drug	16,251		1.9
Consumer Non-Durables	7,150		0.8
Consumer Retail	2,169		0.2
General Media and Content	2,162		0.2
Information Services (B2C)	1,999		0.2
Network Systems Management Software	1,830		0.2
Consumer Finance	1,123		0.1
Financial Software	931		0.1
Database Software	465		0.1
Commercial Services	427		*
Educational/Training Software	225		*
Aerospace and Defense	192		*
Business to Business Marketplace	178		*
Social/Platform Software	151		*
Computer Hardware	116		*
Healthcare Services	55		*
Advertising / Marketing	13		*
Building Materials/Construction Machinery	—		*
Medical Software and Information Services	—		*
Transportation	—		*

Total portfolio company investments	$	870,178	100.0	%

_______________

* Amount represents less than 0.05% of the total portfolio investments at fair value.


	December 31, 2022
Investments in Portfolio Companies by Industry (dollars in thousands)	At Fair Value		Percentage of Total Investments
Consumer Products and Services	$	166,626	17.6	%
E-Commerce - Clothing and Accessories	131,855		13.9
Business Applications Software	95,772		10.1
Financial Institution and Services	70,083		7.4
Real Estate Services	63,961		6.7
Business/Productivity Software	56,070		5.9
Business Products and Services	49,447		5.2
Travel & Leisure	32,362		3.4
Security Services	31,657		3.3
Entertainment	28,657		3.0
Shopping Facilitators	28,406		3.0
Other Financial Services	24,029		2.5
Healthcare Technology Systems	23,347		2.5
Application Software	22,802		2.4
Multimedia and Design Software	20,174		2.1
Healthcare Services	20,074		2.1
Food & Drug	18,053		1.9
Consumer Finance	17,750		1.9
Database Software	13,702		1.4
E-Commerce - Personal Goods	13,161		1.4
Consumer Non-Durables	11,935		1.3
Consumer Retail	2,169		0.2
General Media and Content	2,162		0.2
Network Systems Management Software	1,925		0.2
Commercial Services	1,310		0.1
Financial Software	997		0.1
Aerospace and Defense	192		*
Business to Business Marketplace	178		*
Social/Platform Software	151		*
Educational/Training Software	140		*
Computer Hardware	116		*
Advertising / Marketing	13		*
Transportation	—		*
Building Materials/Construction Machinery	—		*
Medical Software and Information Services	—		*
Total portfolio company investments	$	949,276	100.0	%

_______________

* Amount represents less than 0.05% of the total portfolio investments at fair value.

The following table shows the financing product type of our debt investments as of September 30, 2023 and December 31, 2022:


	September 30, 2023				December 31, 2022
Debt Investments By Financing Product (dollars in thousands)	Fair Value		Percentage of Total Debt Investments		Fair Value		Percentage of Total Debt Investments
Growth capital loans	$	765,016	97.7	%	$	822,438	96.4	%
Revolver loans	17,823		2.3		29,888		3.5
Convertible notes	14		—		625		0.1
Total debt investments	$	782,853	100.0	%	$	852,951	100.0	%

Growth capital loans in which the borrower held a term loan facility, with or without an accompanying revolving loan, in priority to our senior lien represent 17.6% and 21.4% of our debt investments at fair value as of September 30, 2023 and December 31, 2022, respectively.

Investment Activity

During the three months ended September 30, 2023, we entered into debt commitments with one new portfolio company and two existing portfolio companies totaling $5.6 million, funded debt investments to five portfolio companies for $12.7 million in principal value and acquired warrant investments representing $1.3 million of value. Debt investments funded during the three months ended September 30, 2023 carried a weighted average annualized portfolio yield of 14.2% at origination.

During the nine months ended September 30, 2023, we entered into debt commitments with two new portfolio companies and six existing portfolio companies totaling $27.3 million, funded debt investments to 19 portfolio companies for $100.9 million in principal value, acquired warrant investments representing $1.5 million of value, and made direct equity investments of $0.2 million. Debt investments funded during the nine months ended September 30, 2023 carried a weighted average annualized portfolio yield of 14.7% 1 at origination.

During the three months ended September 30, 2022, we entered into debt commitments with seven new portfolio companies and three existing portfolio companies totaling $103.3 million, funded debt investments to 14 portfolio companies for $101.7 million in principal value, acquired warrant investments representing $1.9 million of value, and made direct equity investments of $2.6 million. Debt investments funded during the three months ended September 30, 2022 carried a weighted average annualized portfolio yield of 14.5% at origination.

During the nine months ended September 30, 2022, we entered into debt commitments with 28 new portfolio companies and nine existing portfolio companies totaling $489.0 million, funded debt investments to 33 portfolio companies for $322.0 million in principal value, acquired warrant investments representing $4.8 million of value, and made direct equity investments of $5.7 million. Debt investments funded during the nine months ended September 30, 2022 carried a weighted average annualized portfolio yield of 13.8% at origination.

During the three months ended September 30, 2023, we received $37.3 million of principal prepayments, $15.0 million of early repayments and $20.0 million of scheduled principal amortization. During the nine months ended September 30, 2023, we received $71.0 million of principal prepayments, $18.4 million of early repayments and $38.3 million of scheduled principal amortization.

During the three months ended September 30, 2022, we received $0.6 million of principal prepayments, $0.1 million of early repayments and $3.3 million of scheduled principal amortization. During the nine months ended September 30, 2022, we received $166.4 million of principal prepayments, $4.9 million of early repayments and $19.5 million of scheduled principal amortization.

The following table shows the total portfolio investment activity for the three and nine months ended September 30, 2023 and 2022:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022
Beginning portfolio at fair value	$	941,955	$	876,718	$	949,276	$	865,340
New debt investments, net (1)	12,428		99,208		98,967		315,058
Scheduled principal amortization	(20,031)		(3,282)		(38,288)		(19,446)
Principal prepayments and early repayments	(52,250)		(723)		(89,400)		(171,295)
Net amortization and accretion of premiums and discounts and end-of-term payments	38		4,873		9,528		10,414
Payment-in-kind coupon	3,265		1,659		7,946		4,593
New warrant investments	1,334		1,873		1,502		4,833
New equity investments	384		2,951		1,320		6,747
Proceeds from dispositions of investments	—		(4,616)		(3,173)		(4,862)
Net realized gains (losses) on investments	(25,545)		(12,990)		(23,682)		(14,653)
Net change in unrealized gains (losses) on investments	8,600		(3,241)		(43,818)		(34,299)
Ending portfolio at fair value	$	870,178	$	962,430	$	870,178	$	962,430

_______________

(1) Debt balance is net of fees and discounts applied to the loan at origination.

Our level of investment activity can vary substantially from period to period as our Adviser chooses to slow or accelerate new business originations depending on market conditions, rate of investment of TPC’s select group of leading venture capital investors, our Adviser’s knowledge, expertise and experience, our funding capacity (including availability under the Credit Facility and our ability or inability to raise equity or debt capital), the amount of our outstanding unfunded commitments and other market dynamics.

1 This yield excludes the impact of $2.0 million in short-term loans that were funded and repaid during the three months ended March 31, 2023, which carried a higher interest rate than our normal course investments, and the impact thereof on our weighted average adjusted annualized yield at origination for the period presented.

The following table shows the debt commitments, fundings of debt investments (principal balance) and equity investments, and non-binding term sheet activity for the three and nine months ended September 30, 2023 and 2022:


Commitments and Fundings (in thousands)	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023		2022
Debt Commitments
New portfolio companies	$	5,000	$	88,000	$	10,000	$	396,173
Existing portfolio companies	577		15,286		17,320		92,786
Total (1)	$	5,577	$	103,286	$	27,320	$	488,959

Funded Debt Investments	$	12,706	$	101,732	$	100,863	$	321,988

Equity Investments	$	—	$	2,596	$	202	$	5,688

Non-Binding Term Sheets	$	58,118	$	268,753	$	370,856	$	1,729,018

_______________

(1) Includes backlog of potential future commitments.

We may enter into commitments with certain portfolio companies that permit an increase in the commitment amount in the future in the event that conditions to such increases are met (“backlog of potential future commitments”). If such conditions to increase are met, these amounts may become unfunded commitments if not drawn prior to expiration. As of September 30, 2023 the backlog of potential future commitments totaled $1.5 million. As of December 31, 2022, we did not have any backlog of potential future commitments.

Asset Quality

Consistent with TPC’s existing policies, our Adviser maintains a credit watch list which places borrowers into five risk categories based on our Adviser’s senior investment team’s judgment, where 1 is the best rating and all new loans are generally assigned a rating of 2.

Category

Category Definition

Action Item

Clear (1)

Performing above expectations and/or strong financial or enterprise profile, value or coverage.

Review quarterly.

White (2)

Performing at expectations and/or reasonably close to it. Reasonable financial or enterprise profile, value or coverage. Generally, all new loans are initially graded White (2).

Contact portfolio company periodically; in no event less than quarterly.

Yellow (3)

Performing generally below expectations and/or some proactive concern due to industry, business, financial and/or related factors. Adequate financial or enterprise profile, value or coverage.

Contact portfolio company monthly or more frequently as determined by our Adviser’s Investment Committee; contact venture capital investors.

Orange (4)

Needs close attention due to performance materially below expectations, weak financial and/or enterprise profile, concern regarding additional capital or exit equivalent.

Contact portfolio company weekly or more frequently as determined by our Adviser’s Investment Committee; contact venture capital investors regularly; our Adviser forms a workout group to minimize risk of loss.

Red (5)

Serious concern/trouble due to pending or actual default or equivalent. May experience partial and/or full loss.

Maximize value from assets.

The following table shows the credit rankings for the portfolio companies that had outstanding debt obligations to us as of September 30, 2023 and December 31, 2022:


	September 30, 2023					December 31, 2022
Credit Category (dollars in thousands)	Fair Value		Percentage of Total Debt Investments		Number of Portfolio Companies	Fair Value		Percentage of Total Debt Investments		Number of Portfolio Companies
Clear (1)	$	91,262	11.7	%	6	$	55,921	6.6	%	3
White (2)	584,279		74.6		35	699,008		81.9		48
Yellow (3)	68,669		8.8		6	88,912		10.4		5
Orange (4)	17,446		2.2		3	9,110		1.1		1
Red (5)	21,197		2.7		4	—		—		—
	$	782,853	100.0	%	54	$	852,951	100.0	%	57

As of September 30, 2023 and December 31, 2022, the weighted average investment ranking of our debt investment portfolio was 2.10 and 2.06, respectively. During the three months ended September 30, 2023, portfolio company credit category changes, excluding fundings and repayments, consisted of the following: one portfolio company with a principal balance of $27.7 million was upgraded from White (2) to Clear (1), three portfolio companies with an aggregate principal balance of $19.4 million were downgraded from White (2) to Yellow (3), two portfolio companies with an aggregate principal balance of $9.0 million were downgraded from Yellow (3) to Orange (4), and one portfolio company with a principal balance of $10.6 million was downgraded from Orange (4) to Red (5).

As of September 30, 2023, we had investments in eight portfolio companies which were on non-accrual status, with an aggregate cost and fair value of $94.8 million and $39.2 million, respectively. As of December 31, 2022, we had an investment in one portfolio company which was on non-accrual status, with an aggregate cost and fair value of $29.5 million and $9.1 million, respectively.

Results of Operations

Comparison of operating results for the three and nine months ended September 30, 2023 and 2022

An important measure of our financial performance is net increase (decrease) in net assets resulting from operations, which includes net investment income (loss), net realized gains (losses) and net unrealized gains (losses). Net investment income (loss) is the difference between our income from interest, dividends, fees and other investment income and our operating expenses including interest on borrowed funds. Net realized gains (losses) on investments is the difference between the proceeds received from dispositions of portfolio investments and their amortized cost. Net unrealized gains (losses) on investments is the net change in the fair value of our investment portfolio.

For the three months ended September 30, 2023, our net increase in net assets resulting from operations was $2.1 million, which was comprised of $19.1 million of net investment income and $17.0 million of net realized and unrealized losses. For the three months ended September 30, 2022, our net increase in net assets resulting from operations was $0.4 million, which was comprised of $16.9 million of net investment income and $16.4 million of net realized and unrealized losses. On a per share basis for the three months ended September 30, 2023, net investment income was $0.54 per share and the net increase in net assets from operations was $0.06 per share, as compared to net investment income of $0.51 per share and a net increase in net assets from operations of $0.01 per share for the three months ended September 30, 2022.

For the nine months ended September 30, 2023, our net decrease in net assets resulting from operations was $11.0 million, which was comprised of $56.5 million of net investment income and $67.5 million of net realized and unrealized losses. For the nine months ended September 30, 2022, our net decrease in net assets resulting from operations was $8.3 million, which was comprised of $43.1 million of net investment income and $51.3 million of net realized and unrealized losses. On a per share basis for the nine months ended September 30, 2023, net investment income was $1.59 per share and the net decrease in net assets from operations was $0.31 per share, as compared to net investment income of $1.35 per share and a net decrease in net assets from operations of $0.26 per share for the nine months ended September 30, 2022.

Investment Income

For the three months ended September 30, 2023, total investment and other income was $35.7 million as compared to $29.7 million for the three months ended September 30, 2022. The increase in total investment and other income for the three months ended September 30, 2023, compared to the 2022 period, is primarily due to a greater weighted average principal amount outstanding on our income-bearing debt investment portfolio and higher investment yields.

For the nine months ended September 30, 2023, total investment and other income was $104.5 million as compared to $84.5 million for the nine months ended September 30, 2022. The increase in total investment and other income for the nine months ended September 30, 2023, compared to the 2022 period, is primarily due to a greater weighted average principal amount outstanding on our income-bearing debt investment portfolio and higher investment yields, partially offset by reduced loan prepayment activity.

For the three months ended September 30, 2023, we recognized $1.7 million in other income consisting of $0.7 million due to the termination or expiration of unfunded commitments and $1.0 million from the realization of certain fees paid and accrued from portfolio companies. For the three months ended September 30, 2022, we recognized $0.5 million in other income consisting of $0.1 million due to the termination or expiration of unfunded commitments and $0.4 million from the realization of certain fees paid and accrued from portfolio companies and other income related to prepayment activity.

For the nine months ended September 30, 2023, we recognized $3.7 million in other income consisting of $1.7 million due to the termination or expiration of unfunded commitments and $2.0 million from the realization of certain fees paid and accrued from portfolio companies. For the nine months ended September 30, 2022, we recognized $2.3 million in other income consisting of $0.1 million due to the termination or expiration of unfunded commitments and $2.2 million from the realization of certain fees paid and accrued from portfolio companies and other income related to prepayment activity.

Operating Expenses

Total operating expenses consist of our base management fee, income incentive fee, capital gains incentive fee, interest expense and amortization of fees, administration agreement expenses, and general and administrative expenses. We anticipate operating expenses will increase over time as our portfolio continues to grow. However, we anticipate operating expenses, as a percentage of totals assets and net assets, will generally decrease over time as our portfolio and capital base expand. We expect base management and income incentive fees will increase as we grow our asset base and our earnings. The capital gains incentive fee will depend on realized gains and losses and unrealized losses. Interest expenses will generally increase as we borrow greater amounts under the Credit Facility, issue additional debt securities, and as interest rates increase. We generally expect expenses under the administration agreement and general and administrative expenses to increase over time to meet the additional requirements associated with servicing a larger portfolio.

For the three months ended September 30, 2023, total operating expenses were $16.6 million as compared to $12.8 million for the three months ended September 30, 2022. For the nine months ended September 30, 2023, total operating expenses were $48.0 million as compared to $41.4 million for the nine months ended September 30, 2022.

Base management fees for the three months ended September 30, 2023 and 2022 totaled $4.6 million and $3.9 million, respectively. Base management fees for the nine months ended September 30, 2023 and 2022 totaled $13.4 million and $11.6 million, respectively. Base management fees increased during the three and nine months ended September 30, 2023, as compared to the three and nine months ended September 30, 2022, due to increases in the average size of our portfolio during the applicable periods used in the calculations.

There were no income incentive fees for the three and nine months ended September 30, 2023. Income incentive fees for the three and nine months ended September 30, 2022 totaled $0.1 million and $6.7 million, respectively. For the three and nine months ended September 30, 2023, our income incentive fee was reduced by $3.8 million and $11.3 million, respectively, due to the total return requirement under the income component of our incentive fee structure, which resulted in a corresponding increase in net investment income for the three and nine months ended September 30, 2023 of $3.8 million and $11.3 million, respectively. For the three months ended September 30, 2022, our income incentive fee was reduced by $3.3 million due to the total return requirement under the income component of our incentive fee structure, which resulted in a corresponding increase of $3.3 million in net investment income.

There were no capital gains incentive fee expenses for the nine months ended September 30, 2023 and 2022.

Interest expense and amortization of fees totaled $9.3 million and $7.2 million for the three months ended September 30, 2023 and 2022, respectively. The increase during the three months ended September 30, 2023, as compared to the three months ended September 30, 2022, is primarily due to a greater weighted-average outstanding principal balance under the Credit Facility and an increase in interest rates.

Interest expense and amortization of fees totaled $28.5 million and $18.4 million for the nine months ended September 30, 2023 and 2022, respectively. The increase during the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022, is primarily due to a greater weighted-average outstanding principal balance under the Credit Facility and an increase in interest rates.

Administration agreement and general and administrative expenses totaled $2.7 million and $1.7 million for the three months ended September 30, 2023 and 2022, respectively. Administration agreement and general and administrative expenses totaled $6.1 million and $4.8 million for the nine months ended September 30, 2023 and 2022, respectively. The increase for the 2023 periods, as compared to the 2022 periods, was primarily due to higher excise tax and legal accruals.

Net Realized Gains and Losses and Net Unrealized Gains and Losses

Realized gains and losses are included in “net realized gains (losses) on investments” in the consolidated statements of operations.

During the three months ended September 30, 2023, we recognized net realized losses on investments of $25.6 million, resulting primarily from the write-off of Hi.Q, Inc., which was rated Red (5) on our watch list, and its removal from our investment portfolio. During the nine months ended September 30, 2023, we recognized net realized losses on investments of $23.7 million.

During the three months ended September 30, 2022, we recognized net realized losses on investments of $13.2 million, resulting primarily from the sale of Pencil and Pixel, Inc., which was rated Red (5) on our watch list, and its removal from our investment portfolio. During the nine months ended September 30, 2022, we recognized net losses on investments of $17.0 million, primarily resulting from the sale of Pencil and Pixel, Inc. and the sale of our investment in Casper Sleep Inc..

Unrealized gains and losses are included in “net change in unrealized gains (losses) on investments” in the consolidated statements of operations.

Net change in unrealized gains during the three months ended September 30, 2023 was $8.6 million, consisting of $17.6 million of net unrealized gains from the reversal of previously recorded unrealized losses from investments realized during the period, offset by $6.2 million of net unrealized losses on the existing debt investment portfolio and $2.8 million of net unrealized losses on the warrant and equity portfolio resulting from fair value adjustments. Net change in unrealized losses during the nine months ended September 30, 2023 was $43.8 million, consisting of $33.0 million of net unrealized losses on the debt investment portfolio and $10.8 million of net unrealized losses on the warrant and equity portfolio resulting from fair value adjustments.

Net change in unrealized losses during the three months ended September 30, 2022 was $3.2 million, consisting of $4.6 million of net unrealized losses on our warrant and equity portfolio resulting from fair value and mark-to-market adjustments as well as $5.0 million of net unrealized losses from foreign currency adjustments, offset by $6.4 million of net unrealized gains on our debt investment portfolio, of which $13.2 million of unrealized gains relate to the reversal of previous losses on Pencil and Pixel, Inc. and $6.8 million of unrealized losses are due to fair value adjustments. Net change in unrealized losses during the nine months ended September 30, 2022 was $34.3 million, consisting of $14.8 million of net unrealized losses on our debt investment portfolio, $9.4 million of net unrealized losses on our warrant and equity portfolio resulting from fair value and mark-to-market adjustments, as well as $10.1 million of net unrealized losses from foreign currency adjustments.

Net change in realized and unrealized gains or losses in subsequent periods may be volatile as such results depend on changes in the market, changes in the underlying performance of our portfolio companies and their respective industries, and other market factors.

Portfolio Yield and Total Return

Investment income includes interest income on our debt investments, utilizing the effective yield method, including cash interest income as well as the amortization of any purchase premium, accretion of purchase discount, original issue discount, facilities fees, and the amortization and payment of the end-of-term (“EOT”) payments. For the three months ended September 30, 2023 and 2022, interest income totaled $34.1 million and $29.2 million, respectively, representing a weighted average annualized portfolio yield on total debt investments for the period held of 15.1% and 13.8%, respectively. For the nine months ended September 30, 2023 and 2022, interest income totaled $100.8 million and $82.1 million, respectively, representing a weighted average annualized portfolio yield on total debt investments for the period held of 14.8% and 14.5%, respectively.

We calculate weighted average annualized portfolio yields for periods shown as the annualized rates of the interest income recognized during the period divided by the average amortized cost of debt investments in the portfolio during the period. The weighted average yields reported for these periods are annualized and reflect the weighted average yields to maturities. Should the portfolio companies choose to repay their loans earlier, our weighted average yields will increase for those debt investments affected but may reduce our weighted average yields on the remaining portfolio in future quarters.

For the three months ended September 30, 2023 and 2022, the yield on our total debt portfolio, excluding the impact of prepayments, was 14.1% and 13.8%, respectively. For the nine months ended September 30, 2023 and 2022, the yield on our total debt portfolio, excluding the impact of prepayments, was 14.3% and 13.1%, respectively.

The following table shows the weighted average annualized portfolio yield on our total debt portfolio comprising of cash interest income, accretion of the net purchase discount, facilities fees and the value of warrant investments received, accretion of EOT payments and the accelerated receipt of EOT payments on prepayments:


Ratios (Percentages, on an annualized basis) (1)	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023		2022
Weighted average annualized portfolio yield on total debt investments (2)	15.1	%	13.8	%	14.8	%	14.5	%
Coupon income	11.6	%	11.3	%	11.7	%	10.6	%
Accretion of discount	0.9	%	0.8	%	0.9	%	0.8	%
Accretion of end-of-term payments	1.6	%	1.7	%	1.7	%	1.7	%
Impact of prepayments during the period	1.0	%	—	%	0.5	%	1.4	%

_____________

(2) The weighted average portfolio yields on total debt investments reflected above do not represent actual investment returns to our stockholders.

Our weighted average annualized portfolio yield on debt investments may be higher than an investor’s yield on an investment in shares of our common stock. Our weighted average annualized portfolio yield on debt investments does not reflect operating expenses that may be incurred by us and, thus, by our stockholders. In addition, our weighted average annualized portfolio yield on debt investments and total return figures disclosed in this Quarterly Report on Form 10-Q do not consider the effect of any sales commissions or charges that may be incurred in connection with the sale of shares of our common stock. Our weighted average annualized portfolio yield on debt investments and total return figures do not represent actual investment returns to stockholders. Our weighted average annualized portfolio yield on debt investments and total return figures are subject to change and, in the future, may be greater or less than the rates in this Quarterly Report on Form 10-Q. Total return based on NAV is the change in ending NAV per share plus distributions per share paid during the period assuming participation in our dividend reinvestment plan divided by the beginning NAV per share for such period.

Total return based on stock price is the change in the ending stock price of our common stock plus distributions paid during the period assuming participation in our dividend reinvestment plan divided by the beginning stock price of our common stock for such period. For the three months ended September 30, 2023 and 2022, our total return during the periods based on the change in NAV plus distributions reinvested as of the respective distribution dates was 0.7% and 1.0%, respectively, and our total return during the periods based on the change in stock price plus distributions reinvested as of the respective distribution dates was (7.6)% and (11.8)%, respectively. For the nine months ended September 30, 2023 and 2022, our total return during the periods based on the change in NAV plus distributions reinvested as of the respective distribution dates was (2.7)% and (1.4)%, respectively, and our total return during the periods based on the change in stock price plus distributions reinvested as of the respective distribution dates was 11.8% and (34.2)%, respectively.

The table below shows our return on average total assets and return on average NAV for the three and nine months ended September 30, 2023 and 2022:


Returns on Net Asset Value and Total Assets (dollars in thousands)	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2023			2022			2023			2022
Net investment income	$	19,104		$	16,860		$	56,520		$	43,061
Net increase (decrease) in net assets	$	2,148		$	432		$	(11,028)		$	(8,276)

Average net asset value (1)	$	379,074		$	435,522		$	404,725		$	433,234
Average total assets (1)	$	968,997		$	952,878		$	1,014,301		$	896,841

Net investment income to average net asset value (2)	20.0		%	15.4		%	18.7		%	13.3		%
Net increase (decrease) in net assets to average net asset value (2)	2.2		%	0.4		%	(3.6)		%	(2.6)		%

Net investment income to average total assets (2)	7.8		%	7.0		%	7.5		%	6.4		%
Net increase (decrease) in net assets to average total assets (2)	0.9		%	0.2		%	(1.5)		%	(1.2)		%

_______________

(1) The average net asset values and the average total assets are computed based on daily balances.

(2) Percentage is presented on an annualized basis.

Critical Accounting Policies

The preparation of our consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates, including with respect to the valuation of our investments, could cause actual results to differ.

Understanding our accounting policies and the extent to which we use management’s judgment and estimates in applying these policies is integral to understanding our financial statements. We describe our most significant accounting policies in “Note 2. Significant Accounting Policies” in our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and in this Quarterly Report on Form 10-Q. Critical accounting policies are those that require the application of management’s most difficult, subjective or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. Management has utilized available information, including our past history, industry standards and the current economic environment, among other factors, in forming the estimates and judgments, giving due consideration to materiality. We have identified the valuation of our investment portfolio, including our investment valuation policy (which has been approved by the Board), as our critical accounting policy and estimates. The critical accounting policies should be read in conjunction with the risk factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and in this Quarterly Report on Form 10-Q.

Investment Valuation

Investment transactions are recorded on a trade-date basis. Our investments are carried at fair value in accordance with the 1940 Act and ASC Topic 946 and measured in accordance with Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure , or “ASC Topic 820,” issued by the FASB. ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is a market-based measure considered from the perspective of the market’s participant who holds the financial instrument rather than an entity-specific measure. When market assumptions are not readily available, our own assumptions are set to reflect those that the Adviser believes market participants would use in pricing the financial instruments on the measurement date.

The availability of observable inputs can vary depending on the financial instrument and is affected by a variety of factors. To the extent the valuation is based on models or inputs that are less observable, the determination of fair value requires more judgment. Our valuation methodology is approved by the Board, and the Board is responsible for the fair values determined. As markets change, new types of investments are made, or pricing for certain investments becomes more or less observable, management, with oversight from the Board, may refine our valuation methodologies to best reflect the fair value of our investments appropriately.

As of September 30, 2023, our investment portfolio, valued at fair value in accordance with our Board-approved valuation policy, represented 87.2% of our total assets, as compared to 93.6% of our total assets as of December 31, 2022.

See “Note 4. Investments” in the notes to the consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on March 1, 2023 and “Note 4. Investments” in the notes to the consolidated financial statements included in this Quarterly Report on Form 10-Q for more information on our valuation process.

Liquidity and Capital Resources

We believe that our current cash and cash equivalents on hand, our available borrowing capacity under the Credit Facility and our anticipated cash flows from operations, including from net cash proceeds from our ATM Program (described below) and contractual monthly portfolio company payments and cash flows, prepayments, and the ability to liquidate publicly traded investments, will be adequate to meet our cash needs for our daily operations, including to fund our unfunded commitment obligations.

From time to time, including at or near the end of each fiscal quarter, we consider using various temporary investment strategies for our business. One strategy includes taking proactive steps by utilizing cash equivalents as temporary assets with the objective of enhancing our investment flexibility pursuant to Section 55 of the 1940 Act. More specifically, from time to time we may purchase U.S. Treasury bills or other high-quality, short-term debt securities at or near the end of the quarter and typically close out the position on a net cash basis subsequent to quarter end. We may also utilize repurchase agreements or other balance sheet transactions, including drawing down on the Credit Facility, as deemed appropriate.

Cash Flows

During the nine months ended September 30, 2023, net cash provided by operating activities, consisting primarily of purchases, sales and repayments of investments and the items described in “Results of Operations,” was $63.0 million, and net cash provided by financing activities was $0.2 million due primarily to net borrowings under the Credit Facility of $35.0 million and $ 6.2 million from the issuance of common stock under the ATM Program, partially offset by $40.8 million in distributions paid. As of September 30, 2023, cash and cash equivalents, including restricted cash, was $ 122.5 million.

During the nine months ended September 30, 2022, net cash used in operating activities, consisting primarily of purchases, sales and repayments of investments and the items described in “Results of Operations,” was $107.3 million, and net cash provided by financing activities was $63.1 million due primarily to the issuance of the 2027 Notes and proceeds received from our August 2022 public follow-on offering of common stock, offset by net repayments under the Credit Facility of $79.0 million and $33.7 million in distributions paid. As of September 30, 2022, cash and cash equivalents, including restricted cash, was $15.0 million.

Capital Resources and Borrowings

As a BDC, we generally have an ongoing need to raise additional capital for investment purposes. As a result, we expect, from time to time, to access the debt and equity markets when we believe it is necessary and appropriate to do so. In this regard, we continue to explore various options for obtaining additional debt or equity capital for investments. This may include expanding or extending the Credit Facility or the issuance of additional shares of our common stock, including through our ATM Program (as described below) or debt securities. If we are unable to obtain leverage or raise equity capital on terms that are acceptable to us, our ability to grow our portfolio could be substantially impacted.

Credit Facility

As of September 30, 2023, we had $350 million in total commitments available under the Credit Facility, subject to various covenants and borrowing base requirements. The Credit Facility also includes an accordion feature, which allows us to increase the size of the Credit Facility to up to $400 million under certain circumstances. The revolving period under the Credit Facility expires on May 31, 2024, and the maturity date of the Credit Facility is November 30, 2025 (unless otherwise terminated earlier pursuant to its terms). Borrowings under the Credit Facility bear interest at the sum of (i) a floating rate based on certain indices, including SOFR and commercial paper rates (subject to a floor of 0.50%), plus (ii) a margin of 2.80% if facility utilization is greater than or equal to 75%, 2.90% if utilization is greater than or equal to 50%, 3.00% if utilization is less than 50% and 4.5% during the amortization period. See “Note 6. Borrowings” in the notes to the consolidated financial statements for more information regarding the terms of the Credit Facility.

As of September 30, 2023 and December 31, 2022, we had outstanding borrowings under the Credit Facility of $ 210.0 million and $175.0 million, respectively, excluding deferred credit facility costs of $ 3.1 million and $4.1 million, respectively, which is included in the consolidated statements of assets and liabilities. We had $ 140.0 million and $ 175.0 million of remaining capacity on our Credit Facility as of September 30, 2023 and December 31, 2022, respectively.

2025 Notes

On March 19, 2020, we completed a private offering of $70.0 million in aggregate principal amount of the 2025 Notes and received net proceeds of $69.1 million, after the payment of fees and offering costs. The interest on the 2025 Notes, which accrues at an annual rate of 4.50%, is payable semiannually on March 19 and September 19 each year. The maturity date of the 2025 Notes is scheduled for March 19, 2025.

As of September 30, 2023 and December 31, 2022, we have recorded in the consolidated statements of assets and liabilities our liability for the 2025 Notes, net of deferred issuance costs, of $ 69.7 million and $69.5 million, respectively. See “Note 6. Borrowings” in the notes to the consolidated financial statements for more information regarding the 2025 Notes.

2026 Notes

On March 1, 2021, we completed a private offering of $200.0 million in aggregate principal amount of the 2026 Notes and received net proceeds of $197.9 million, after the payment of fees and offering costs. The interest on the 2026 Notes, which accrues at an annual rate of 4.50%, is payable semiannually on March 19 and September 19 each year. The maturity date of the 2026 Notes is scheduled for March 1, 2026.

As of September 30, 2023 and December 31, 2022, we have recorded in the consolidated statements of assets and liabilities our liability for the 2026 Notes, net of deferred issuance costs, of $ 198.9 million and $198.6 million, respectively. See “Note 6. Borrowings” in the notes to the consolidated financial statements for more information regarding the 2026 Notes.

2027 Notes

On February 28, 2022, we completed a private offering of $125.0 million in aggregate principal amount of the 2027 Notes and received net proceeds of $123.7 million, after the payment of fees and offering costs. The interest on the 2027 Notes, which accrues at an annual rate of 5.00%, is payable semiannually on February 28 and August 28 each year. The maturity date of the 2027 Notes is scheduled for February 28, 2027.

As of September 30, 2023 and December 31, 2022, we have recorded in the consolidated statements of assets and liabilities our liability for the 2027 Notes, net of deferred issuance costs, of $ 124.0 million and $123.8 million, respectively. See “Note 6. Borrowings” in the notes to the consolidated financial statements for more information regarding the 2027 Notes.

ATM Program

On September 30, 2022, we entered into a sales agreement (the “Sales Agreement”) with the Adviser, the Administrator and UBS Securities LLC (the “Sales Agent”), providing for the issuance from time to time of up to an aggregate of $50.0 million in shares of our common stock by means of at-the-market offerings (the “ATM Program”). Subject to the terms of the Sales Agreement, the Sales Agent is not required to sell any specific number or dollar amount of securities but will act as our sales agent using commercially reasonable efforts consistent with the Sales Agent’s normal trading and sales practices, on mutually agreed terms between us and the Sales Agent.

As of September 30, 2023, $ 43.7 million in shares remained available for sale under the ATM Program.

Asset Coverage Requirements

On June 21, 2018, our stockholders voted at a special meeting of stockholders to approve a proposal to authorize us to be subject to a reduced asset coverage ratio of at least 150% under the 1940 Act. As a result of the stockholder approval at the special meeting, effective June 22, 2018, our applicable minimum asset coverage ratio under the 1940 Act has been decreased to 150% from 200%. Thus, we are permitted under the 1940 Act, under specified conditions, to issue multiple classes of debt and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance. As of September 30, 2023, our asset coverage for borrowed amounts was 162 %.

Contractual Obligations

The following table shows a summary of our payment obligations for repayment of debt as of September 30, 2023:


Payments Due By Period (in thousands)	September 30, 2023
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Credit Facility	$	210,000	$	—	$	210,000	$	—	$	—
2025 Notes	70,000		—		70,000		—		—
2026 Notes	200,000		—		200,000		—		—
2027 Notes	125,000		—		—		125,000		—
Total	$	605,000	$	—	$	480,000	$	125,000	$	—

Unfunded Commitments

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. As of September 30, 2023 and December 31, 2022, our unfunded commitments totaled $141.9 million and $324.0 million, respectively, of which $38.2 million and $88.9 million, respectively, was dependent upon the portfolio companies reaching certain milestones before the debt commitment becomes available to them.

The following table shows our unfunded commitments by portfolio company as of September 30, 2023 and December 31, 2022:


Unfunded Commitments (1) (in thousands)	September 30, 2023		December 31, 2022
Activehours, Inc. (d/b/a Earnin)	$	25,000	$	10,000
Overtime Sports Inc.	22,858		22,857
Corelight, Inc.	20,000		30,000
Frubana Inc.	16,790		25,000
McN Investments Ltd.	15,000		8,000
Savage X, Inc.	12,500		12,500
Loft Orbital Solutions Inc.	10,000		10,000
NewStore Inc.	5,000		5,000
Foodology Inc.	3,720		7,976
Tempus Ex Machina, Inc.	3,000		—
Quick Commerce Ltd	2,000		4,000
Avantstay, Inc.	1,500		10,000
JOKR S.à r.l.	1,499		1,499
Open Space Labs, Inc.	1,000		1,000
Substack Inc.	1,000		1,000
Pair EyeWear, Inc.	1,000		1,000
True Footage Inc.	23		1,417
Athletic Greens (USA) Inc.	—		20,000
Found Health, Inc.	—		20,000
Jerry Services, Inc.	—		15,000
LeoLabs, Inc.	—		15,000
Kalderos, Inc.	—		13,000
RenoRun US Inc.	—		12,750
The Aligned Company (f/k/a Thingy Thing Inc.)	—		12,000
Lower Holding Company	—		12,000
Vial Health Technology Inc.	—		10,000
Merama Inc.	—		9,718
Minted, Inc.	—		5,100
Mynd Management, Inc.	—		5,000
Don't Run Out, Inc.	—		5,000
Homeward, Inc.	—		5,000
FlashParking, Inc.	—		3,490
Baby Generation, Inc.	—		2,500
Flo Health, Inc.	—		2,167
Medly Health Inc.	—		2,036
Belong Home, Inc.	—		1,000
Dia Styling Co.	—		1,000
Mystery Tackle Box, Inc. (d/b/a Catch Co.)	—		1,000














Total	$	141,890	$	324,010

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(1) Does not include backlog of potential future commitments. Refer to “Investment Activity” above.

The following table shows additional information on our unfunded commitments regarding milestones and expirations as of September 30, 2023 and December 31, 2022:


Unfunded Commitments (1) (in thousands)	September 30, 2023		December 31, 2022
Dependent on milestones	$	38,243	$	88,917
Expiring during:
2023	$	45,743	$	224,053
2024	73,290		72,000
2025	22,857		27,957
Unfunded commitments	$	141,890	$	324,010

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(1) Does not include backlog of potential future commitments.

As of September 30, 2023, our unfunded commitments to 17 companies totaled $141.9 million. During the three and nine months ended September 30, 2023, $54.8 million and $107.1 million, respectively, in unfunded commitments expired or were terminated.

As of December 31, 2022, our unfunded commitments to 37 companies totaled $324.0 million. During the year ended December 31, 2022, $43.8 million in unfunded commitments expired or were terminated.

Our credit agreements contain customary lending provisions that allow us relief from funding obligations for previously made commitments in instances where the underlying portfolio company experiences material adverse events that affect the financial condition or business outlook for the portfolio company. Since these commitments may expire without being drawn upon, unfunded commitments do not necessarily represent future cash requirements or future earning assets for us. We generally expect 50% - 75% of our unfunded commitments to eventually be drawn before the expiration of their corresponding availability periods.

The fair value at the inception of the delay draw credit agreements with our portfolio companies is equal to the fees and/or warrants received to enter into these agreements, taking into account the remaining terms of the agreements and the relevant counterparty’s credit profile. The unfunded commitment liability reflects the fair value of these future funding commitments. As of September 30, 2023 and December 31, 2022, the fair value for these unfunded commitments totaled $2.3 million and $5.5 million, respectively, and was included in “other accrued expenses and liabilities” in our consolidated statements of assets and liabilities.

Distributions

We have elected to be treated, and intend to qualify annually, as a RIC under the Code. To maintain RIC tax treatment, we must distribute at least 90% of our net ordinary income and net realized short-term capital gains in excess of our net realized long-term capital losses, if any, to our stockholders. In order to avoid a non-deductible 4% U.S. federal excise tax on certain of our undistributed income, we would need to distribute during each calendar year an amount at least equal to the sum of: (a) 98% of our ordinary income (not taking into account any capital gains or losses) for such calendar year; (b) 98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for a one-year period ending on October 31 of the calendar year (unless an election is made by us to use our taxable year); and (c) certain undistributed amounts from previous years on which we paid no U.S. federal income tax. For the tax years ended December 31, 2022 and 2021, we were subject to a 4% U.S. federal excise tax and we may be subject to this tax in future years. In such cases, we will be liable for the tax only on the amount by which we do not meet the foregoing distribution requirement.

To the extent our taxable earnings fall below the total amount of our distributions for the year, a portion of those distributions may be deemed a return of capital to our stockholders. Our Adviser monitors available taxable earnings, including net investment income and realized capital gains, to determine if a return of capital may occur for the year. We estimate the source of our distributions as required by Section 19(a) of the 1940 Act to determine whether payment of dividends are expected to be paid from any other source other than net investment income accrued for the current period or certain cumulative periods, but we will not be able to determine whether any specific distribution will be treated as made out of our taxable earnings or as a return of capital until after the end of our taxable year. Any amount treated as a return of capital will reduce a stockholder’s adjusted tax basis in his or her common stock, thereby increasing his or her potential gain or reducing his or her potential loss on the subsequent sale or other disposition of his or her common stock. On a quarterly basis, for any payment of dividends estimated to be paid from any other source other than net investment income accrued for the current period or certain cumulative periods based on the Section 19(a) requirement, we post a Section 19(a) notice through the Depository Trust Company’s Legal Notice System and our website, as well as send our registered stockholders a printed copy of such notice along with the dividend payment. The estimates of the source of the distribution are interim estimates based on GAAP that are subject to revision, and the exact character of the distributions for tax purposes cannot be determined until the final books and records are finalized for the calendar year. Therefore, these estimates are made solely in order to comply with the requirements of Section 19(a) of the 1940 Act and should not be relied upon for tax reporting or any other purposes and could differ significantly from the actual character of distributions for tax purposes.

The following table shows our cash distributions per share that have been authorized by our Board since our initial public offering to September 30, 2023. From March 5, 2014 (commencement of operations) to December 31, 2015, and during the years ended December 31, 2022, 2018 and 2017 distributions represent ordinary income as our earnings exceeded distributions. Approximately $0.24 per share of the distributions during the year ended December 31, 2016 represented a return of capital. During the years ended December 31, 2021, 2020 and 2019, distributions represent ordinary income and long term capital gains. Any future distributions to our stockholders may be for amounts less than our historical distributions, may be made less frequently than historical practices, and may be made in part cash and part stock (as per each stockholder’s election), subject to a limitation that the aggregate amount of cash to be distributed to all stockholders must be at least 20% of the aggregate declared distribution.

Period Ended

Date Declared

Record Date

Payment Date

Per Share Amount

March 31, 2014

April 3, 2014

April 15, 2014

April 30, 2014

0.09

(1)

June 30, 2014

May 13, 2014

May 30, 2014

June 17, 2014

0.30

September 30, 2014

August 11, 2014

August 29, 2014

September 16, 2014

0.32

December 31, 2014

October 27, 2014

November 28, 2014

December 16, 2014

0.36

December 31, 2014

December 3, 2014

December 22, 2014

December 31, 2014

0.15

(2)

March 31, 2015

March 16, 2015

March 26, 2015

April 16, 2015

0.36

June 30, 2015

May 6, 2015

May 29, 2015

June 16, 2015

0.36

September 30, 2015

August 11, 2015

August 31, 2015

September 16, 2015

0.36

December 31, 2015

November 10, 2015

November 30, 2015

December 16, 2015

0.36

March 31, 2016

March 14, 2016

March 31, 2016

April 15, 2016

0.36

June 30, 2016

May 9, 2016

May 31, 2016

June 16, 2016

0.36

September 30, 2016

August 8, 2016

August 31, 2016

September 16, 2016

0.36

December 31, 2016

November 7, 2016

November 30, 2016

December 16, 2016

0.36

March 31, 2017

March 13, 2017

March 31, 2017

April 17, 2017

0.36

June 30, 2017

May 9, 2017

May 31, 2017

June 16, 2017

0.36

September 30, 2017

August 8, 2017

August 31, 2017

September 15, 2017

0.36

December 31, 2017

November 6, 2017

November 17, 2017

December 1, 2017

0.36

March 31, 2018

March 12, 2018

March 23, 2018

April 6, 2018

0.36

June 30, 2018

May 2, 2018

May 31, 2018

June 15, 2018

0.36

September 30, 2018

August 1, 2018

August 31, 2018

September 14, 2018

0.36

December 31, 2018

October 31, 2018

November 30, 2018

December 14, 2018

0.36

December 31, 2018

December 6, 2018

December 20, 2018

December 28, 2018

0.10

(2)

March 31, 2019

March 1, 2019

March 20, 2019

March 29, 2019

0.36

June 30, 2019

May 1, 2019

May 31, 2019

June 14, 2019

0.36

September 30, 2019

July 31, 2019

August 30, 2019

September 16, 2019

0.36

December 31, 2019

October 30, 2019

November 29, 2019

December 16, 2019

0.36

March 31, 2020

February 28, 2020

March 16, 2020

March 30, 2020

0.36

June 30, 2020

April 30, 2020

June 16, 2020

June 30, 2020

0.36

September 30, 2020

July 30, 2020

August 31, 2020

September 15, 2020

0.36

December 31, 2020

October 29, 2020

November 27, 2020

December 14, 2020

0.36

December 31, 2020

December 21, 2020

December 31, 2020

January 13, 2021

0.10

(2)

March 31, 2021

February 24, 2021

March 15, 2021

March 31, 2021

0.36

June 30, 2021

April 29, 2021

June 16, 2021

June 30, 2021

0.36

September 30, 2021

July 28, 2021

August 31, 2021

September 15, 2021

0.36

December 31, 2021

October 29, 2021

November 30, 2021

December 15, 2021

0.36

March 31, 2022

February 22, 2022

March 15, 2022

March 31, 2022

0.36

June 30, 2022

April 28, 2022

June 16, 2022

June 30, 2022

0.36

September 30, 2022

July 27, 2022

September 15, 2022

September 30, 2022

0.36

December 31, 2022

October 28, 2022

December 15, 2022

December 30, 2022

0.37

December 31, 2022

December 9, 2022

December 22, 2022

December 30, 2022

0.10

(2)

March 31, 2023

February 21, 2023

March 15, 2023

March 31, 2023

0.40

June 30, 2023

April 26, 2023

June 15, 2023

June 30, 2023

0.40

September 30, 2023

July 26, 2023

September 15, 2023

September 29, 2023

0.40

Total cash distributions

14.25

_____________

(1) The amount of this initial distribution reflected a quarterly distribution rate of $0.30 per share, prorated for the 27 days for the period from the pricing of our initial public offering on March 5, 2014 (commencement of operations), through March 31, 2014.

(2) Represents a special distribution.

For the three months ended September 30, 2023, distributions paid were comprised of interest-sourced distributions (qualified interest income) in an amount equal to 70.7% of total distributions paid. As of September 30, 2023, we had estimated undistributed taxable earnings from net investment income of $37.3 million, or $1.03 per share.

Recent Accounting Pronouncements

In June 2022, the FASB issued ASU No. 2022-03, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”). ASU 2022-03 (1) clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction and (2) requires specific disclosures related to such an equity security. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and interim periods within that fiscal year, with early adoption permitted. The adoption of ASU 2022-03 did not have a material impact on the consolidated financial statements.

Recent Developments

Distribution

On October 26, 2023, the Board declared a $0.40 per share regular quarterly distribution payable on December 29, 2023 to stockholders of record on December 15, 2023.

Recent Portfolio Activity

From October 1, 2023 through October 31, 2023, we closed $3.0 million of additional debt commitments and funded $10.0 million in new investments. TPC’s direct originations platform entered into $17.5 million of additional non-binding signed term sheets with venture growth stage companies. These investment opportunities for us are subject to due diligence, definitive documentation and investment committee approval, as well as compliance with the Adviser’s allocation policy.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are subject to financial market risks, including changes in interest rates. We are also subject to risks relating to the capital markets; changes in foreign currency exchange rates; conditions affecting the general economy; legislative reform; and local, regional, national or global political, social or economic instability. U.S. and global capital markets and credit markets have recently been experiencing an increase in the level of volatility across such markets and in the values of publicly-traded securities. Any continuation of the stresses on capital markets and credit markets, or a further increase in volatility, could result in a contraction of available credit for us and/or an inability by us to access the equity or debt capital markets, or could otherwise cause an inability or unwillingness of our lenders to fund their commitments to us, any of which may have a material adverse effect on our results of operations and financial condition.

Interest Rate Risk

Interest rate sensitivity refers to the change in our earnings and in the relative values of our portfolio that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a change in market interest rates will not have a material adverse effect on our net investment income.

Changes in interest rates may affect both our cost of funding and our interest income from portfolio investments. Our risk management systems and procedures are designed to identify and analyze our risk, to set appropriate policies and limits and to continually monitor these risks. Our investment income will be affected by changes in various interest rates or reference rates to the extent that any debt investments include floating interest rates. Debt investments are made with either floating rates that are subject to contractual minimum interest rates for the term of the investment or fixed interest rates.

A prolonged reduction in interest rates could reduce our gross investment income and could result in a decrease in our net investment income if such decreases in interest rates are not offset by a corresponding increase in the spread over the Prime Rate that we earn on any portfolio investments, a decrease in our operating expenses or a decrease in the interest rate of our floating interest rate liabilities.

As of September 30, 2023, approximately 62.1%, or $523.7 million in principal balance, of the debt investments in our portfolio bore interest at floating rates, which generally are Prime-based, and all of which have interest rate floors of 3.25% or higher. Substantially all of our unfunded commitments float with changes in the Prime Rate from the date we enter into the commitment to the date of the actual draw. In addition, our interest expense will be affected by changes in the interest rate in connection with our Credit Facility to the extent it goes above the interest rate floor; however, our 2025 Notes, 2026 Notes and 2027 Notes bear interest at a fixed rate (subject to a 1.00% increase in the fixed rate in the event that a Below Investment Grade Event (as defined in the Note Purchase Agreement (as modified by the First Supplement with respect to the 2026 Notes and the Second Supplement with respect to the 2027 Notes)) occurs).

As of September 30, 2023, our floating rate borrowings totaled $210.0 million, which represented 34.7% of our outstanding debt. As of September 30, 2023, all of our floating rate debt investments were subject to interest-rate floors set at 3.25% or higher. Because the Prime Rate as of September 30, 2023 was 8.50%, which is at or above the interest-rate floors applicable to our floating rate debt investments, decreases in interest rates will impact our interest income to a limited extent until the Prime Rate reaches 3.25%, while increases in interest rates will increase our interest income to the extent that such rates exceed the applicable interest-rate floor. In addition, with respect to interest expense on our floating rate borrowings under the Credit Facility, we will benefit from any decreases in interest rates up to the point that the SOFR rate decreases to 0.50%, which is the SOFR interest-rate floor under the Credit Facility as of September 30, 2023. However, because current interest rates exceed the SOFR interest-rate floor under our Credit Facility as of September 30, 2023, our interest expense on floating rate borrowings will increase as rates rise. The following table illustrates the annual impact on our net investment income of hypothetical base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure from the September 30, 2023 consolidated statement of assets and liabilities:


Change in Interest Rates (in thousands)	Increase (decrease) in interest income		(Increase) decrease in interest expense		Net increase (decrease) in net investment income
Up 300 basis points	$	14,485	$	(6,300)	$	8,185
Up 200 basis points	$	9,657	$	(4,200)	$	5,457
Up 100 basis points	$	4,828	$	(2,100)	$	2,728
Up 50 basis points	$	2,414	$	(1,050)	$	1,364
Down 50 basis points	$	(2,364)	$	1,050	$	(1,314)
Down 100 basis points	$	(4,703)	$	2,100	$	(2,603)
Down 200 basis points	$	(9,119)	$	4,200	$	(4,919)
Down 300 basis points	$	(13,103)	$	6,300	$	(6,803)

This analysis is indicative of the potential impact on our investment income as of September 30, 2023, assuming an immediate and sustained change in interest rates as noted. It should be noted that we anticipate growth in our portfolio funded in part with additional borrowings and such additional borrowings, all else being equal, will increase our investment income sensitivity to interest rates to the extent such borrowings have floating interest rates, and such changes could be material. In addition, this analysis does not adjust for potential changes in our portfolio or our borrowing facilities after September 30, 2023 nor does it take into account any changes in the credit performance of our loans that might occur should interest rates change.

Because it is our intention to hold loans to maturity, the fluctuating relative value of these loans that may occur due to changes in interest rates may have an impact on unrealized gains and losses during quarterly reporting periods. Based on our assessment of the interest rate risk, as of September 30, 2023, we had no hedging transactions in place as we deemed the risk acceptable, and we did not believe it was necessary to mitigate this risk at that time.

Foreign Currency Exchange Rate Risk

We may also have exposure to changes in foreign currency exchange rates in connection with certain investments. Such investments are translated into U.S. dollars based on the spot rate at the relevant balance sheet date, exposing us to movements in the exchange rate. Based on our assessment of the foreign currency exchange rate risk, as of September 30, 2023, we had no hedging transactions in place as we deemed the risk acceptable, and we did not believe it was necessary to mitigate this risk at that time.

While hedging activities may mitigate our exposure to adverse fluctuations in interest rates or foreign currency exchange rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements or foreign currency forward contracts, may also limit our ability to participate in the benefits of higher interest rates or beneficial movements in foreign currency exchange rates with respect to our portfolio investments. In addition, there can be no assurance that we will be able to effectively hedge our interest rate risk or foreign currency exchange rate risk.

Substantially all of our assets and liabilities are financial in nature. As a result, changes in interest rates, foreign currency exchange rates and other factors drive our performance more directly than does inflation. Changes in interest rates and foreign currency exchange rates do not necessarily correlate with changes in inflation rates.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of September 30, 2023 (the end of the period covered by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance that the desired control objectives will be achieved, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

Changes in Internal Control Over Financial Reporting

Management has not identified any change in the Company’s internal control over financial reporting that occurred during the quarter ended September 30, 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

In June 2023, a shareholder filed a putative securities class action complaint against the Company and certain of its directors and officers. Case No. 3:23-cv-02980-TLT ( N.D. Cal. ). The complaint alleges violations of federal securities laws during a class period between March 4, 2020 and May 1, 2023. As relief, the plaintiff seeks, among other things, unspecified damages and fees and costs. The Court appointed a lead plaintiff in September 2023, and an amended complaint is due on December 5, 2023.

Item 1A. Risk Factors

You should carefully consider the risks referenced below and all other information contained in this Quarterly Report on Form 10-Q, including our interim financial statements and the related notes thereto, before making a decision to purchase our securities. Any such risks and uncertainties are not the only ones facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may have a material adverse effect on our business, financial condition and/or operating results, as well as the market price of our securities.

In addition to the other information set forth in this report, you should carefully consider the risk factors previously disclosed in our Annual Report on Form 10‑K for the year ended December 31, 2022 (filed with the SEC on March 1, 2023), in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (filed with the SEC on May 3, 2023) and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (filed with the SEC on August 2, 2023), which could materially affect our business, financial condition or operating results.

Events outside of our control, including relating to geopolitical conflicts, such as acts of war and related potential supply-chain disruptions and inflation, could negatively affect our portfolio companies’ and our results of operations and financial condition .

Because our investment strategy contemplates making investments and loans to companies with foreign operations, the Israel-Hamas war and the conflict between Russia and Ukraine, and resulting market volatility, could adversely affect our and our portfolio companies’ business, operating results, and financial condition, and may magnify the impact of other risks described in our SEC filings. Although the severity and duration of any ongoing military actions are highly unpredictable, the Israel-Hamas war and the conflict between Russia and Ukraine have already resulted in significant volatility in certain equity, debt and currency markets, material increases in certain commodity prices, and economic uncertainty. The extent and duration or escalation of such conflicts, resulting sanctions and resulting future market disruptions are impossible to predict, but could be significant. Any disruptions resulting from such conflicts and any future conflict (including cyberattacks, espionage or the use or threatened use of nuclear weapons) or resulting from actual or threatened responses to such actions could cause disruptions to any of our portfolio companies located in Europe or the Middle East or that have substantial business relationships with companies in affected regions. It is not possible to predict the duration or extent of longer-term consequences of these conflicts, which could include further sanctions, retaliatory and escalating measures, embargoes, regional instability, geopolitical shifts and adverse effects on or involving macroeconomic conditions, the energy sector, supply chains, inflation, security conditions, currency exchange rates and financial markets around the globe. Any such market disruptions could affect our portfolio companies’ operations and, as a result, could have a material adverse effect on our business, financial condition and results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Dividend Reinvestment Plan

During the three months ended September 30, 2023, we issued 75,545 shares of common stock under our dividend reinvestment plan. These issuances were not subject to the registration requirements under the Securities Act of 1933, as amended. The cash paid for shares of common stock issued under our dividend reinvestment plan during the three months ended September 30, 2023 was $0.8 million.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the fiscal quarter ended September 30, 2023, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Fees and Expenses

The following table is being provided to update, as of September 30, 2023, certain information in the Company’s effective shelf registration statement on Form N-2 (File No. 333-254802), declared effective by the SEC on May 26, 2021, as supplemented by any prospectus supplements relating to our ATM Program. The information is intended to assist you in understanding the costs and expenses that an investor in our common stock will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this Quarterly Report on Form 10-Q, or any filing under the Securities Act into which this Quarterly Report on Form 10-Q is incorporated by reference, contains a reference to fees or expenses paid by “you,” “us” or “the Company,” or that “we” will pay fees or expenses, our stockholders will indirectly bear such fees or expenses as investors in us.

Except as noted below, the following annualized percentages were calculated based on actual expenses incurred in the nine months ended September 30, 2023 and net assets as of September 30, 2023, and do not include events occurring subsequent thereto. The table and examples below include all fees and expenses of our consolidated subsidiaries.


Stockholder Transaction Expenses:
Sales load or other commission payable by us (as a percentage of offering price)	—	%	(1)
Offering expenses (as a percentage of offering price)	—	%	(2)
Dividend reinvestment plan expenses	—	%	(3)
Total Stockholder Transaction Expenses (as a percentage of offering price)	—	%
Annual Expenses (as a percentage of net assets attributable to common stock):
Base management fee payable under the Advisory Agreement	4.79	%	(4)
Incentive fee payable under the Advisory Agreement (20% of net investment income and realized capital gains)	4.04	%	(5)
Interest payments on borrowed funds	10.18	%	(6)
Other expenses	2.18	%	(7)
Total annual expenses	21.19	%

__________

(1) The maximum agent commission with respect to the shares of our common stock sold under the ATM Program is 2.00%. In the event that our securities are sold to or through underwriters or other agents, a corresponding prospectus or prospectus supplement will disclose the applicable sales load and other offering expenses to be borne by us and our stockholders.

(2) Estimated offering expenses payable by us for the estimated duration of the ATM Program are approximately $250,000 and assumes we sell all $50.0 million of common stock initially available for sale under the ATM Program, which would result in offering expenses in the above table (as a percentage of offering price) to be equal to 0.50% for the ATM Program. In the event that we conduct another public offering of our securities, a corresponding prospectus or prospectus supplement will disclose the estimated offering expenses.

(3) The expenses of the dividend reinvestment plan are included in “Other expenses.” The plan administrator’s fees will be paid by us. We will not charge any brokerage charges or other charges to stockholders who participate in the plan. However, your own broker may impose brokerage charges in connection with your participation in the plan.

(4) Our base management fee, payable quarterly in arrears, is calculated at an annual rate of 1.75% of our average adjusted gross assets, including assets purchased with borrowed amounts and other forms of leverage. See “Business-Management Agreements-Investment Advisory Agreement” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for more information.

(5) Assumes that annual incentive fees earned by our Adviser remain consistent with the incentive fees that would have been earned by our Adviser (if not for the cumulative “catch-up” provision explained below) for the nine months ended September 30, 2023 adjusted for any equity issuances. The incentive fee consists of two components, investment income and capital gains, which are largely independent of each other, with the result that one component may be payable even if the other is not payable. Under the investment income component, we pay our Adviser each quarter 20.0% of the amount by which our pre-incentive fee net investment income for the quarter exceeds a hurdle rate of 2.0% (which is 8.0% annualized) of our net assets at the end of the immediately preceding calendar quarter, subject to a “catch-up” provision pursuant to which our Adviser receives all of such income in excess of the 2.0% level but less than 2.5% and subject to a total return requirement. The effect of the “catch-up” provision is that, subject to the total return provision discussed below, if pre-incentive fee net investment income exceeds 2.5% in any calendar quarter, our Adviser receives 20.0% of our pre-incentive fee net investment income as if the 2.0% hurdle rate did not apply. The foregoing incentive fee is subject to a total return requirement, which provides that no incentive fee in respect of our pre-incentive fee net investment income is payable except to the extent that 20.0% of the cumulative net increase in net assets resulting from operations since March 5, 2014 exceeds the cumulative incentive fees accrued and/or paid since March 5, 2014. In other words, any investment income incentive fee that is payable in a calendar quarter will be limited to the lesser of (i) 20.0% of the amount by which our pre-incentive fee net investment income for such calendar quarter exceeds the 2.0% hurdle rate, subject to the “catch-up” provision and (ii) (x) 20.0% of the cumulative net increase in net assets resulting from operations since March 5, 2014 minus (y) the cumulative incentive fees accrued and/or paid since March 5, 2014. For the foregoing purpose, the “cumulative net increase in net assets resulting from operations” is the sum of our pre-incentive fee net investment income, realized gains and losses and unrealized appreciation and depreciation since March 5, 2014. Under the capital gains component of the incentive fee, we pay our Adviser at the end of each calendar year 20.0% of our aggregate cumulative realized capital gains from inception through the end of that year, computed net of our aggregate cumulative realized capital losses and our aggregate cumulative unrealized depreciation through the end of such year, less the aggregate amount of any previously paid capital gain incentive fees. For the foregoing purpose, our “aggregate cumulative realized capital gains” does not include any unrealized appreciation. It should be noted that we accrue an incentive fee for accounting purposes taking into account any unrealized appreciation in accordance with GAAP. The capital gains component of the incentive fee is not subject to any minimum return to stockholders.

(6) “Interest payments on borrowed funds” represent our estimated annual interest payment, fees and credit facility expenses and are based on results of operations for the nine months ended September 30, 2023 (annualized), including with respect to the Credit Facility, the 2025 Notes, the 2026 Notes and the 2027 Notes. The costs associated with any outstanding indebtedness are indirectly borne by our common stockholders. The amount of leverage we employ at any particular time will depend on, among other things, the Board and our Adviser’s assessment of the market and other factors at the time at any proposed borrowing. We may also issue preferred stock, subject to our compliance with applicable requirements under the 1940 Act.

(7) “Other expenses” represent our estimated amounts for the current fiscal year, which are based upon the results of our operations for the nine months ended September 30, 2023, including payments under the Administration Agreement based on our allocable portion of overhead and other expenses incurred by our Administrator.

Example

The following example demonstrates the projected dollar amount of total cumulative expenses over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed we would have no additional leverage and that our annual operating expenses would remain at the levels set forth in the table above.


	1 Year		3 Years		5 Years		10 Years
You would pay the following expenses on a $1,000 investment, assuming a 5% annual return (1)	$	172	$	455	$	673	$	1,025
You would pay the following expenses on a $1,000 investment, assuming a 5% annual return entirely from realized capital gains	$	182	$	476	$	698	$	1,043

__________________

(1) Assumes no return from net realized capital gains or net unrealized capital appreciation .

While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. As noted, the example includes the realized capital gains fee from the Advisory Agreement but does not include the income incentive fee under the Advisory Agreement, which, assuming a 5% annual return, would either not be payable or have an immaterial impact on the expense amounts shown above. If we achieve sufficient returns on our investments to trigger an incentive fee of a material amount, our expenses, and returns to our investors, would be higher.

Further, while the example assumes reinvestment of all distributions at NAV, participants in our dividend reinvestment plan will receive a number of shares of our common stock determined by dividing the total dollar amount of the distribution payable to a participant by (a) 95% of the market price per share of our common stock at the close of trading on the payment date fixed by the Board in the event that newly issued shares of our common stock are used to implement the dividend reinvestment plan, or (b) the average purchase price of all shares of common stock purchased by the plan administrator in the event that shares are purchased in the open market to implement the requirements of the dividend reinvestment plan, which may be at, above or below NAV.

This example and the expenses in the table above should not be considered a representation of our future expenses, and actual expenses (including the cost of debt, if any, and other expenses) may be greater or less than those shown.

Price Range of Common Stock and Distributions

Our common stock is traded on the NYSE under the symbol “TPVG.” The following table shows, for each fiscal quarter during the last two full fiscal years and the current fiscal year to date, the net asset value (“NAV”) per share of our common stock, the high and low closing sales prices for our common stock, such sales prices as a percentage of NAV per share and quarterly distributions per share.


			Closing Sales Price (2)				Premium/(Discount) of High Sales Price to NAV (3)		Premium/(Discount) of Low Sales Price to NAV (3)		Declared Distributions
Period	NAV (1)		High		Low
Fourth Quarter of 2023 (through October 31, 2023)	*		$	10.28	$	9.20	*		*		$	0.40
Third Quarter of 2023	$	10.37	$	12.62	$	10.12	21.7	%	( 2.4 )	%	$	0.40
Second Quarter of 2023	$	10.70	$	12.27	$	9.81	14.7	%	( 8.3 )	%	$	0.40
First Quarter of 2023	$	11.69	$	12.72	$	10.75	8.8	%	( 8.0 )	%	$	0.40
Fourth Quarter of 2022	$	11.88	$	13.31	$	10.43	12.0	%	( 12.2 )	%	$	0.47	(4)
Third Quarter of 2022	$	12.69	$	14.47	$	10.46	14.0	%	( 17.6 )	%	$	0.36
Second Quarter of 2022	$	13.01	$	17.88	$	12.17	37.4	%	( 6.5 )	%	$	0.36
First Quarter of 2022	$	13.84	$	18.07	$	15.80	30.6	%	14.2	%	$	0.36
Fourth Quarter of 2021	$	14.01	$	19.05	$	15.90	36.0	%	13.5	%	$	0.36
Third Quarter of 2021	$	13.92	$	16.20	$	15.02	16.4	%	7.9	%	$	0.36
Second Quarter of 2021	$	13.03	$	16.71	$	14.17	28.2	%	8.7	%	$	0.36
First Quarter of 2021	$	13.00	$	15.13	$	12.83	16.4	%	( 1.3 )	%	$	0.36

_______________

(1) NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low sales prices. The NAVs shown are based on outstanding shares at the end of each period.

(2) Closing sales price as provided by the NYSE.

(3) Calculated as of the respective high or low closing sales price divided by the quarter end NAV and subtracting 1.

(4) Includes a $0.10 per share special distribution.

* Not determinable at the time of filing.

On October 31, 2023, the reported closing sales price of our common stock was $ 9.46 per share. As of October 31, 2023, we had 7 stockholders of record, which did not include stockholders for whom shares are held in “nominee” or “street name”.

Shares of BDCs may trade at a market price that is less than the value of the net assets attributable to those shares. The possibility that shares of our common stock will trade at a discount from NAV or at premiums that are unsustainable over the long term are separate and distinct from the risk that our NAV will decrease. It is not possible to predict whether the shares offered hereby will trade at, above or below NAV.

Item 6. Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the United States Securities and Exchange Commission:


3.1			Articles of Amendment and Restatement (1)

3.2			Amended and Restated Bylaws (2)























































31.1			Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934 (*)

31.2			Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934 (*)

32.1			Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (**)

32.2			Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (**)



101.INS			Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. (*)

101.SCH			Inline XBRL Taxonomy Extension Schema Document (*)

101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document (*)

101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document (*)

101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document (*)

101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document (*)

104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

(1) Incorporated by reference to Exhibit (a) to the Registrant’s Pre-Effective Amendment No. 1 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on January 22, 2014.

(2) Incorporated by reference to Exhibit (b) to the Registrant’s Pre-Effective Amendment No. 1 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on January 22, 2014.

(*) Filed herewith.

(**) Furnished herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TriplePoint Venture Growth BDC Corp.

Date: November 1, 2023

By:

/s/ James P. Labe

James P. Labe

Chief Executive Officer and Chairman of the Board of Directors

(Principal Executive Officer)

Date: November 1, 2023

By:

/s/ Christopher M. Mathieu

Christopher M. Mathieu

Chief Financial Officer

(Principal Financial and Accounting Officer)

TABLE OF CONTENTS

Part I - Financial Information Item 1. Financial Statements Note 1. Organization Note 2. Significant Accounting Policies Note 3. Related Party Agreements and Transactions Note 4. Investments Note 5. Credit Risk Note 6. Borrowings Note 7. Commitments and Contingencies Note 8. Financial Highlights Note 9. Net Increase (decrease) in Net Assets Per Share Note 10. Equity Note 11. Distributions Note 12. Subsequent Events Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II - Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Exhibits

3.1 Articles of Amendment and Restatement(1) 3.2 Amended and Restated Bylaws(2) 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934(*) 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934(*) 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(**) 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(**)

TPVG 10-Q Quarter ended Sept. 30, 2023

Exhibits