TriplePoint Private Venture Credit Inc. - FORM 10-Q

Attached files

file	filename
EX-32.2 - EX-32.2 - TriplePoint Private Venture Credit Inc.	tpvcex322-033121.htm
EX-32.1 - EX-32.1 - TriplePoint Private Venture Credit Inc.	tpvcex321-033121.htm
EX-31.2 - EX-31.2 - TriplePoint Private Venture Credit Inc.	tpvcex312-033121.htm
EX-31.1 - EX-31.1 - TriplePoint Private Venture Credit Inc.	tpvcex311-033121.htm

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 MARCH 31, 2021


¨			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: 814-01327

________________________________________________________________________________________________________________________________________________

TriplePoint Private Venture Credit Inc.

(Exact name of registrant as specified in its charter)

________________________________________________________________________________________________________________________________________________


MARYLAND						84-3383695
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

TriplePoint Private Venture Credit Inc.

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

None

________________________________________________________________________________________________________________________________________________

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 ¨ 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	x

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. x

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

As of May 14, 2021, the registrant had 7,729,938 shares of common stock, $0.01 par value per share, outstanding.

TRIPLEPOINT PRIVATE VENTURE CREDIT INC.

TABLE OF CONTENTS


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	1
	Consolidated Statements of Assets and Liabilities as of March 31, 2021 (unaudited) and December 31, 2020	1
	Consolidated Statement of Operations for the Three Months Ended March 31, 2021 (unaudited)	2
	Consolidated Statement of Changes in Net Assets for the Three Months Ended March 31, 2021 (unaudited)	3
	Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited)	4
	Consolidated Schedules of Investments as of March 31, 2021 (unaudited) and December 31, 2020	5
	Notes to Consolidated Financial Statements (unaudited)	20
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4.	Controls and Procedures	45
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3.	Defaults Upon Senior Securities	46
Item 4.	Mine Safety Disclosures	46
Item 5.	Other Information	46
Item 6.	Exhibits	46
	Signatures	47

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

TRIPLEPOINT PRIVATE VENTURE CREDIT INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(in thousands, except share and per share data)


	March 31, 2021		December 31, 2020
	(unaudited)
Assets
Investments at fair value (amortized cost of $138,037 and $118,935, respectively)	$	139,546	$	120,368
Cash and cash equivalents	23,218		31,745
Restricted cash	390		2,395
Deferred credit facility costs	1,132		1,254
Prepaid expenses and other assets	152		49
Total assets	$	164,438	$	155,811

Liabilities
Revolving Credit Facility	$	45,000	$	45,000
Base management fee payable	470		463
Dividend payable	16		—
Other accrued expenses and liabilities	3,625		4,207
Total liabilities	$	49,111	$	49,670
Commitments and Contingencies (Note 7)

Net assets
Preferred stock, par value $0.01 per share (50,000,000 shares authorized; 525 shares issued and outstanding)	$	—	$	—
Common stock, par value $0.01 per share	75		70
Paid-in capital in excess of par value	111,082		103,387
Total distributable earnings	4,170		2,684
Total net assets	$	115,327	$	106,141
Total liabilities and net assets	$	164,438	$	155,811

Shares of common stock outstanding (par value $0.01 per share and 450,000,000 shares authorized)	7,503,014		7,001,667
Net asset value per common share	$	15.30	$	15.08

See accompanying notes to consolidated financial statements.

TRIPLEPOINT PRIVATE VENTURE CREDIT INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

(unaudited)

(in thousands, except share and per share data)


	For the Three Months Ended March 31, 2021
Investment income
Interest income from investments	$	4,214
Other income
Expirations / terminations of unfunded commitments	10
Other fees	2
Total investment and other income	4,226

Operating expenses
Base management fee	470
Interest expense and amortization of fees	1,809
Administration agreement expenses	306
General and administrative expenses	278
Total operating expenses	2,863

Net investment income	1,363

Net realized and unrealized gains
Net realized gains on investments	63
Net change in unrealized gains on investments	75
Net realized and unrealized gains	138

Net increase in net assets resulting from operations	$	1,501

Basic and diluted net investment income per common share	$	0.19
Basic and diluted net increase in net assets per common share	$	0.21
Basic and diluted weighted average shares of common stock outstanding	7,182,465

See accompanying notes to consolidated financial statements.

TRIPLEPOINT PRIVATE VENTURE CREDIT INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS

(unaudited)

(in thousands, except share data)


							Paid-in capital in excess of par value		Total distributable earnings (loss)		Net assets
	Common stock			Preferred stock
	Shares	Par value		Shares	Par value
Balance at December 31, 2020	7,001,667	$	70	525	$	—	$	103,387	$	2,684	$	106,141
Issuance of common stock	501,347	5		—	—		7,695		—		7,700
Common stock distributions from distributable earnings	—	—		—	—		—		—		—
Preferred stock distributions from distributable earnings	—	—		—	—		—		(15)		(15)
Net increase in net assets resulting from operations	—	—		—	—		—		1,501		1,501
Balance at March 31, 2021	7,503,014	$	75	525	$	—	$	111,082	$	4,170	$	115,327

See accompanying notes to consolidated financial statements.

TRIPLEPOINT PRIVATE VENTURE CREDIT INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited)

(in thousands)


	For the Three Months Ended March 31, 2021
Cash Flows from Operating Activities:
Net increase in net assets resulting from operations	$	1,501
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:
Fundings and purchases of investments, net	(24,813)
Principal payments and proceeds from investments	6,498
Net change in unrealized (gains) losses on investments	(75)
Net realized (gains) losses on investments	(63)
Accretion of debt investment fees	(724)
Organizational costs	—
Amortization of debt fees and issuance costs	122
Change in operating assets and liabilities:
Prepaid expenses and other assets	(103)
Base management fee payable	7
Other accrued expenses and liabilities	(582)
Net cash (used in) provided by operating activities	(18,232)
Cash Flows from Financing Activities:
Borrowings under revolving credit facility	—
Repayments under revolving credit facility	—
Common stock distributions paid	—
Preferred stock distributions paid	—
Proceeds from issuance of common stock	7,700
Net cash provided by (used in) financing activities	7,700
Net change in cash, cash equivalents and restricted cash	(10,532)
Cash, cash equivalents and restricted cash at beginning of period	34,140
Cash, cash equivalents and restricted cash at end of period	$	23,608

	March 31, 2021
Cash and cash equivalents	$	23,218
Restricted cash	390
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$	23,608

Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	1,672
Excise tax paid	$	13

See accompanying notes to consolidated financial statements.


TRIPLEPOINT PRIVATE VENTURE CREDIT INC. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) (unaudited) As of March 31, 2021
Company	Type of Investment	Acquisition Date(9)	Outstanding Principal		Cost(6)		Fair Value		Maturity Date

Debt Investments

Aerospace and Defense
Astranis Space Technologies Corp.	Growth Capital Loan (Prime + 5.00% interest rate, 10.50% floor, 6.75% EOT payment)	5/27/2020	$	3,250	$	3,291	$	3,291	4/30/2023
	Growth Capital Loan (Prime + 5.00% interest rate, 10.50% floor, 6.75% EOT payment)	5/27/2020	1,750		1,759		1,759		7/31/2023
			5,000		5,050		5,050
Dedrone Holdings, Inc.	Growth Capital Loan (Prime + 4.25% interest rate, 7.50% floor, 5.50% EOT payment)(2)	3/31/2021	5,000		4,848		4,848		3/31/2024
Total Aerospace and Defense - 8.58%*			10,000		9,898		9,898

Buildings and Property
Breather Products US Inc.	Growth Capital Loan (Prime + 6.25% interest rate, 10.00% floor, 4.50% EOT payment)	5/27/2020	1,548		1,595		1,581		7/31/2022
Total Buildings and Property - 1.37%*			1,548		1,595		1,581

Business Applications Software
Tide Platform Limited(1)(3)	Growth Capital Loan (10.00% interest rate, 6.50% EOT payment)	11/13/2020	4,967		4,890		5,083		11/30/2023
	Revolver (8.00% interest rate, 4.00% EOT payment)(2)	2/22/2021	1,768		1,762		1,714		11/13/2021
Total Business Applications Software - 5.89%*			6,735		6,652		6,797

Communication Software
Hiya, Inc.	Growth Capital Loan (10.75% interest rate, 8.00% EOT payment)	5/27/2020	1,500		1,543		1,550		4/30/2022
Total Communication Software - 1.34%*			1,500		1,543		1,550

Computer Hardware
Swift Navigation, Inc.	Growth Capital Loan (Prime + 5.00% interest rate, 9.25% floor, 4.25% EOT payment)	8/7/2020	500		494		494		8/31/2023
Total Computer Hardware - 0.43%*			500		494		494

Consumer Finance
Activehours, Inc.	Growth Capital Loan (11.75% interest rate, 5.50% EOT payment)	10/8/2020	4,000		3,949		3,949		10/31/2023
Upgrade, Inc.	Growth Capital Loan (12.00% interest rate)	1/29/2021	4,196		4,196		4,196		1/31/2024
Total Consumer Finance - 7.06%*			8,196		8,145		8,145

Consumer Products and Services
Clutter Inc.	Growth Capital Loan (9.25% interest rate, 6.00% EOT payment)	12/23/2020	2,000		1,962		1,962		12/31/2023
	Growth Capital Loan (9.00% interest rate, 7.00% EOT payment)	3/26/2021	4,000		3,888		3,888		3/31/2024
			6,000		5,850		5,850
Hydrow, Inc.	Growth Capital Loan (Prime + 7.75% interest rate, 11.00% floor, 10.00% EOT payment)(2)	2/9/2021	1,650		1,639		1,639		12/31/2024
	Growth Capital Loan (Prime + 7.75% interest rate, 11.00% floor, 10.00% EOT payment)(2)	2/9/2021	3,300		3,209		3,209		12/31/2024
			4,950		4,848		4,848
VanMoof Global Holding B.V.(1)(3)	Growth Capital Loan (9.00% interest rate, 3.50% EOT payment)	2/1/2021	3,461		3,370		3,262		1/31/2025
Total Consumer Products and Services - 12.10%*			14,411		14,068		13,960


TRIPLEPOINT PRIVATE VENTURE CREDIT INC. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) (unaudited) As of March 31, 2021
Company	Type of Investment	Acquisition Date(9)	Outstanding Principal		Cost(6)		Fair Value		Maturity Date

Cultivation
InFarm - Indoor Urban Farming GMBH(1)(3)	Growth Capital Loan (11.25% interest rate, 8.00% EOT payment)	5/27/2020	$	732	$	831	$	887	1/31/2022
	Growth Capital Loan (11.25% interest rate, 8.00% EOT payment)	5/27/2020	267		299		319		2/28/2022
	Growth Capital Loan (11.25% interest rate, 8.00% EOT payment)	5/27/2020	1,451		1,607		1,716		3/31/2022
Total Cultivation - 2.53%*			2,450		2,737		2,922

E-Commerce - Clothing and Accessories
Minted, Inc.	Growth Capital Loan (Prime + 7.00% interest rate, 10.25% floor, 5.95% EOT payment)	9/30/2020	7,500		7,324		7,324		3/31/2024
TFG Holding, Inc.	Growth Capital Loan (Prime + 8.75% interest rate, 12.00% floor, 7.50% EOT payment)	12/4/2020	4,500		4,340		4,340		12/31/2023
Total E-Commerce - Clothing and Accessories - 10.11%*			12,000		11,664		11,664

Food Products
Feast Kitchen ApS(1)(3)	Growth Capital Loan (Prime + 4.25% interest rate, 9.75% floor, 10.00% EOT payment)	5/27/2020	1,363		1,441		1,441		6/30/2023
	Growth Capital Loan (10.00% interest rate, 10.00% EOT payment)	11/12/2020	500		489		489		5/31/2024
Total Food Products - 1.67%*			1,863		1,930		1,930

Healthcare Technology Systems
Capsule Corporation	Growth Capital Loan (Prime + 7.75% interest rate, 13.00% floor, 13.00% EOT payment)	12/30/2020	5,000		4,972		4,972		12/31/2024
Medly Health Inc.	Growth Capital Loan (Prime + 8.75% interest rate, 12.00% floor, 7.75% EOT payment)	12/11/2020	5,000		4,849		4,849		12/31/2023
	Growth Capital Loan (Prime + 8.75% interest rate, 12.00% floor, 7.75% EOT payment)	12/11/2020	5,000		4,849		4,849		12/31/2023
			10,000		9,698		9,698
SafelyYou Inc.	Growth Capital Loan (10.25% interest rate, 4.50% EOT payment)(2)	3/26/2021	1,000		965		965		3/31/2024
Total Healthcare Technology Systems - 13.56%*			16,000		15,635		15,635

Home Furnishings
Feather Home Inc.	Growth Capital Loan (Prime + 4.00% interest rate, 9.50% floor, 7.00% EOT payment)	5/27/2020	1,706		1,798		1,798		3/31/2022
Total Home Furnishings - 1.56%*			1,706		1,798		1,798

Household Products
Grove Collaborative, Inc.	Growth Capital Loan (Prime + 2.25% interest rate, 7.75% floor, 4.75% EOT payment)	5/27/2020	6,750		7,042		7,037		4/30/2021
	Growth Capital Loan (Prime + 2.25% interest rate, 7.75% floor, 4.75% EOT payment)	5/27/2020	2,333		2,434		2,432		4/30/2021
Total Household Products - 8.21%*			9,083		9,476		9,469

Infrastructure
GoEuro Corp.(1)(3)	Growth Capital Loan (11.00% interest rate, 8.50% EOT payment)	5/27/2020	5,000		5,072		5,155		10/31/2023
	Growth Capital Loan (11.00% interest rate, 8.50% EOT payment)	5/27/2020	2,500		2,536		2,578		10/31/2023
	Convertible Note (5.00% interest rate)(2)	8/11/2020	75		75		74		2/11/2023
Total Infrastructure - 6.77%*			7,575		7,683		7,807

Life and Health Insurance
Beam Technologies Inc.	Growth Capital Loan (Prime + 2.75% interest rate, 8.25% floor, 5.50% EOT payment)	5/27/2020	4,000		4,107		4,118		10/31/2021
Total Life and Health Insurance - 3.57%*			4,000		4,107		4,118

Logistics
Passport Labs, Inc.	Growth Capital Loan (11.00% interest rate, 8.00% EOT payment)	5/27/2020	$	5,000	$	5,112	$	5,298	5/31/2024
Total Logistics - 4.59%*			5,000		5,112		5,298


TRIPLEPOINT PRIVATE VENTURE CREDIT INC. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) (unaudited) As of March 31, 2021
Company	Type of Investment	Acquisition Date(9)	Outstanding Principal		Cost(6)		Fair Value		Maturity Date

Real Estate Services
Common Living Inc.	Growth Capital Loan (Prime + 2.75% interest rate, 8.25% floor, 5.75% EOT payment)	5/27/2020	2,300		2,392		2,392		2/28/2022
	Growth Capital Loan (Prime + 4.75% interest rate, 10.25% floor, 7.25% EOT payment)	5/27/2020	5,000		5,051		5,051		4/30/2023
			7,300		7,443		7,443
Divvy Homes Inc.	Growth Capital Loan (Prime + 4.25% interest rate, 7.50% floor, 2.25% EOT payment)	10/28/2020	5,000		4,888		4,888		7/31/2021
Mynd Management, Inc.	Growth Capital Loan (Prime + 2.30% interest rate, 7.80% floor, 3.75% EOT payment)	5/27/2020	2,110		2,142		2,142		11/30/2022
	Growth Capital Loan (Prime + 2.30% interest rate, 7.80% floor, 3.75% EOT payment)	5/27/2020	2,110		2,142		2,142		11/30/2022
	Growth Capital Loan (Prime + 2.30% interest rate, 7.80% floor, 3.75% EOT payment)	5/27/2020	2,208		2,235		2,235		12/31/2022
			6,428		6,519		6,519
Side, Inc.	Growth Capital Loan (Prime + 8.25% interest rate, 11.50% floor, 6.50% EOT payment)	9/4/2020	2,000		1,964		1,964		3/31/2023
	Growth Capital Loan (Prime + 8.25% interest rate, 11.50% floor, 6.50% EOT payment)	10/29/2020	500		488		488		4/30/2023
			2,500		2,452		2,452
Total Real Estate Services - 18.47%*			21,228		21,302		21,302

Social/Platform Software
ClassPass Inc.	Growth Capital Loan (Prime + 5.00% interest rate, 10.25% floor, 8.25% EOT payment)	5/27/2020	5,000		5,146		5,178		9/30/2023
Total Social/Platform Software - 4.49%*			5,000		5,146		5,178

Software Development Applications
Forte Labs, Inc.	Growth Capital Loan (Prime + 4.75% interest rate, 8.00% floor, 4.00% EOT payment)	12/31/2020	2,500		2,445		2,445		6/30/2022
Total Software Development Applications - 2.12%*			2,500		2,445		2,445

Total Debt Investments - 114.45%*			$	131,295	$	131,430	$	131,991


TRIPLEPOINT PRIVATE VENTURE CREDIT INC. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) (unaudited) As of March 31, 2021
Company	Type of Warrant	Acquisition Date(9)	Shares	Cost(6)		Fair Value

Warrant Investments(7)(8)

Aerospace and Defense
Astranis Space Technologies Corp.	Preferred Stock	5/27/2020	70,959	$	95	$	95
Dedrone Holdings, Inc.	Preferred Stock(2)	3/2/2021	71,018	103		103
Total Aerospace and Defense - 0.17%*			141,977	198		198

Buildings and Property
Breather Products US Inc.	Preferred Stock	5/27/2020	39,457	12		2
Total Buildings and Property - 0.00%*			39,457	12		2

Business Applications Software
Blueboard Inc.	Common Stock(2)	3/11/2021	69,768	14		14
Dialpad, Inc.	Preferred Stock(2)	8/3/2020	14,490	51		51
Narvar, Inc.	Preferred Stock(2)	8/28/2020	21,790	102		102
Tide Holdings Limited(1)(3)	Preferred Stock	11/13/2020	52,609	45		47
Total Business Applications Software - 0.19%*			158,657	212		214

Business to Business Marketplace
Material Technologies Corporation	Preferred Stock(2)	8/24/2020	23,576	74		74
Total Business to Business Marketplace - 0.06%*			23,576	74		74

Commercial Services
Dumpling, Inc.	Preferred Stock(2)	9/30/2020	17,003	6		6
Total Commercial Services - 0.01%*			17,003	6		6

Communication Software
Hiya, Inc.	Preferred Stock	5/27/2020	115,073	54		54
Total Communication Software - 0.05%*			115,073	54		54

Computer Hardware
Swift Navigation, Inc.	Preferred Stock	7/30/2020	62,874	77		77
Grey Orange International Inc.	Preferred Stock(2)	3/16/2021	6,970	46		46
Total Computer Hardware - 0.11%*			69,844	123		123

Consumer Finance
Activehours, Inc.	Preferred Stock	10/8/2020	24,648	65		65
Hello Digit, Inc.	Preferred Stock(2)	9/8/2020	723	12		12
Upgrade, Inc.	Preferred Stock	5/27/2020	136,869	44		36
Total Consumer Finance - 0.10%*			162,240	121		113

Consumer Products and Services
Clutter Inc.	Preferred Stock	9/30/2020	19,649	113		113
Hydrow, Inc.	Common Stock(2)	2/9/2021	50,863	70		132
Tempo Interactive Inc.	Preferred Stock(2)	3/31/2021	4,413	43		43
VanMoof Global Holding B.V.(1)(3)	Preferred Stock	2/1/2021	281,875	58		56
Well Dot, Inc.	Preferred Stock(2)	12/18/2020	9,510	41		41
Total Consumer Products and Services - 0.33%*			366,310	325		385


TRIPLEPOINT PRIVATE VENTURE CREDIT INC. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) (unaudited) As of March 31, 2021
Company	Type of Warrant	Acquisition Date(9)	Shares	Cost(6)		Fair Value

Cultivation
InFarm - Indoor Urban Farming GMBH(1)(3)	Preferred Stock	5/27/2020	1,278	$	1,223	$	1,482
Total Cultivation - 1.29%*			1,278	1,223		1,482

Database Software
Cohesity, Inc.	Preferred Stock(2)	5/27/2020	3,789	11		11
Total Database Software - 0.01%*			3,789	11		11

E-Commerce - Clothing and Accessories
Minted, Inc.	Preferred Stock	9/30/2020	22,277	216		216
TFG Holding, Inc.	Common Stock	11/30/2020	70,203	249		257
Total E-Commerce - Clothing and Accessories - 0.41%*			92,480	465		473

Elder and Disabled Care
Honor Technology, Inc.	Preferred Stock(2)	5/27/2020	130,618	50		131
Total Elder and Disabled Care - 0.11%*			130,618	50		131

Food Products
Feast Kitchen Inc.(1)(3)	Preferred Stock	5/27/2020	29,145	127		103
	Preferred Stock	9/14/2020	4,413	11		11
Total Food Products - 0.10%*			33,558	138		114

Healthcare Technology Systems
Calibrate Health, Inc.	Preferred Stock(2)	12/31/2020	45,089	23		23
Capsule Corporation	Preferred Stock	5/27/2020	45,008	119		261
Curology, Inc.	Preferred Stock(2)	5/27/2020	12,007	19		14
Medly Health Inc.	Preferred Stock	11/20/2020	1,083,470	195		195
Noho Dental, Inc.	Preferred Stock(2)	11/3/2020	56,109	85		85
SafelyYou Inc.	Preferred Stock(2)	1/21/2021	70,785	25		25
Total Healthcare Technology Systems - 0.52%*			1,312,468	466		603

Home Furnishings
Feather Home Inc.	Preferred Stock	5/27/2020	33,910	77		77
Total Home Furnishings - 0.07%*			33,910	77		77

Household Products
Grove Collaborative, Inc.	Preferred Stock	5/27/2020	33,038	72		105
Total Household Products - 0.09%*			33,038	72		105

Human Capital Services
Eightfold AI Inc.	Preferred Stock(2)	5/27/2020	69,577	36		186
Total Human Capital Services - 0.16%*			69,577	36		186

Information Services (B2C)
Cleo AI Ltd(1)(3)	Preferred Stock(2)	5/27/2020	41,041	82		90
Total Information Services (B2C) - 0.08%*			41,041	82		90

Infrastructure
GoEuro Corp.(1)(3)	Preferred Stock	5/27/2020	2,775	61		26
Total Infrastructure - 0.02%*			2,775	61		26

Life and Health Insurance
Beam Technologies Inc.	Preferred Stock	5/27/2020	5,344	57		81
Total Life and Health Insurance - 0.07%*			5,344	57		81


TRIPLEPOINT PRIVATE VENTURE CREDIT INC. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) (unaudited) As of March 31, 2021
Company	Type of Warrant	Acquisition Date(9)	Shares	Cost(6)		Fair Value

Logistics
Passport Labs, Inc.	Common Stock	5/27/2020	2,102	51		51
Total Logistics - 0.04%*			2,102	51		51

Medical Software and Information Services
KRNL, Inc.	Preferred Stock(2)	12/21/2020	24,713	24		24
Total Medical Software and Information Services - 0.02%*			24,713	24		24

Network Management Software
Callsign, Inc.(1)(3)	Preferred Stock(2)	5/27/2020	21,604	180		180
Total Network Management Software - 0.16%*			21,604	180		180

Real Estate Services
Common Living Inc.	Preferred Stock	5/27/2020	729,380	155		175
Divvy Homes Inc.	Preferred Stock	10/27/2020	128,289	470		470
Mynd Management, Inc.	Preferred Stock	5/27/2020	43,472	83		83
Ribbon Home, Inc.	Common Stock(2)	3/5/2021	12,140	19		19
Side, Inc.	Preferred Stock	7/29/2020	71,501	57		57
Total Real Estate Services - 0.70%*			984,782	784		804

Social/Platform Software
ClassPass Inc.	Preferred Stock	5/27/2020	14,085	43		25
Total Social/Platform Software - 0.02%*			14,085	43		25

Software Development Applications
Forte Labs, Inc.	Preferred Stock	12/30/2020	201,637	65		65
Total Software Development Applications - 0.06%*			201,637	65		65

Total Warrant Investments - 4.94%*				$	5,010	$	5,697


TRIPLEPOINT PRIVATE VENTURE CREDIT INC. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) (unaudited) As of March 31, 2021
Company	Type of Equity	Acquisition Date(9)	Shares	Cost(6)		Fair Value

Equity Investments(8)

Advertising / Marketing
Alliance Data Systems Corporation(1)	Common Stock(2)(10)	12/3/2020	6,784	$	567	$	760
Total Advertising / Marketing - 0.66%*			6,784	567		760

Business Applications Software
DialPad, Inc.	Preferred Stock(2)	9/22/2020	9,016	70		70
Total Business Applications Software - 0.06%*			9,016	70		70

Consumer Finance
Activehours, Inc.	Preferred Stock(2)	11/10/2020	9,859	100		100
Total Consumer Finance - 0.09%*			9,859	100		100

Consumer Products and Services
Hydrow, Inc.	Preferred Stock(2)	12/14/2020	42,642	166		234
	Preferred Stock(2)	3/19/2021	22,881	165		165
			65,523	331		399
Well Dot, Inc.	Preferred Stock(2)	10/16/2020	26,416	250		250
Total Consumer Products and Services - 0.56%*			91,939	581		649

Elder and Disabled Care
Honor Technology, Inc.	Preferred Stock(2)	10/16/2020	82,443	199		199
Total Elder and Disabled Care - 0.17%*			82,443	199		199

Life and Health Insurance
Beam Technologies Inc.	Preferred Stock(2)	1/5/2021	1,901	80		80
Total Life and Health Insurance - 0.07%*			1,901	80		80

Total Equity Investments - 1.61%*				$	1,597	$	1,858

Total Investments in Portfolio Companies - 121.00%*(4)				$	138,037	$	139,546

Total Investments - 121.00%*(5)				$	138,037	$	139,546

_______________

(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 March 31, 2021, non-qualifying assets represented 15.6% of the Company’s total assets, at fair value.

(2)As of March 31, 2021, 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)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 March 31, 2021, the Company’s portfolio company investments that were subject to restrictions on sales totaled $138.8 million at fair value and represented 120.3% of the Company’s net assets. In addition, unless otherwise indicated, as of March 31, 2021, all investments are pledged as collateral as part of the Company’s revolving credit facility.

(5)Except for equity in one public company, as denoted by footnote 10 to this Schedule of Investments, 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”).

(6)Gross unrealized gains, gross unrealized losses, and net unrealized gains for federal income tax purposes totaled $1.8 million, $0.3 million and $1.5 million, respectively, for the March 31, 2021 investment portfolio. The tax cost of investments is $138.0 million.

(7)Warrants are associated with funded debt instruments as well as certain commitments to provide future funding against certain unfunded obligations.

(8)Non-income producing investments.

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

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

* Value as a percentage of net assets.


TRIPLEPOINT PRIVATE VENTURE CREDIT INC. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) As of December 31, 2020
Company	Type of Investment	Acquisition Date(9)	Outstanding Principal		Cost(6)		Fair Value		Maturity Date

Debt Investments

Aerospace and Defense
Astranis Space Technologies Corp.	Growth Capital Loan (Prime + 5.00% interest rate, 10.50% floor, 6.75% EOT payment)	5/27/2020	$	3,250	$	3,263	$	3,263	4/30/2023
	Growth Capital Loan (Prime + 5.00% interest rate, 10.50% floor, 6.75% EOT payment)	5/27/2020	1,750		1,744		1,744		7/31/2023
Total Aerospace and Defense - 4.72%*			5,000		5,007		5,007

Buildings and Property
Breather Products US Inc.	Growth Capital Loan (Prime + 6.25% interest rate, 10.00% floor, 4.50% EOT payment)	5/27/2020	1,816		1,835		1,817		7/31/2022
Total Buildings and Property - 1.71%*			1,816		1,835		1,817

Business Applications Software
Tide Platform Limited(1)(3)	Growth Capital Loan (10.00% interest rate, 6.50% EOT payment)	11/13/2020	4,967		4,846		4,994		11/30/2023
Total Business Applications Software - 4.71%*			4,967		4,846		4,994

Communication Software
Hiya, Inc.	Growth Capital Loan (10.75% interest rate, 8.00% EOT payment)	5/27/2020	1,500		1,527		1,535		4/30/2022
Total Communication Software - 1.45%*			1,500		1,527		1,535

Computer Hardware
Swift Navigation, Inc.	Growth Capital Loan (Prime + 5.00% interest rate, 9.25% floor, 4.25% EOT payment)	8/7/2020	500		490		490		8/31/2023
Total Computer Hardware - 0.46%*			500		490		490

Consumer Finance
Activehours, Inc.	Growth Capital Loan (11.75% interest rate, 5.50% EOT payment)	10/8/2020	4,000		3,928		3,928		10/31/2023
Upgrade, Inc.	Growth Capital Loan (9.50% interest rate, 8.50% EOT payment)	5/27/2020	4,000		4,252		4,340		1/31/2023
Total Consumer Finance - 7.79%*			8,000		8,180		8,268

Consumer Products and Services
Clutter Inc.	Growth Capital Loan (9.25% interest rate, 6.00% EOT payment)	12/23/2020	2,000		1,944		1,944		12/31/2023
Total Consumer Products and Services - 1.83%*			2,000		1,944		1,944

Cultivation
InFarm - Indoor Urban Farming GMBH(1)(3)	Growth Capital Loan (11.25% interest rate, 8.00% EOT payment)	5/27/2020	939		1,024		1,143		1/31/2022
	Growth Capital Loan (11.25% interest rate, 8.00% EOT payment)	5/27/2020	336		363		405		2/28/2022
	Growth Capital Loan (11.25% interest rate, 8.00% EOT payment)	5/27/2020	1,789		1,923		2,147		3/31/2022
Total Cultivation - 3.48%*			3,064		3,310		3,695

E-Commerce - Clothing and Accessories
Minted, Inc.	Growth Capital Loan (Prime + 7.00% interest rate, 10.25% floor, 5.95% EOT payment)	9/30/2020	7,500		7,267		7,267		3/31/2024
TFG Holding, Inc.	Growth Capital Loan (Prime + 8.75% interest rate, 12.00% floor, 7.50% EOT payment)	12/4/2020	4,500		4,350		4,350		12/31/2023
Total E-Commerce - Clothing and Accessories - 10.94%*			12,000		11,617		11,617

Food Products
Feast Kitchen ApS(1)(3)	Growth Capital Loan (Prime + 4.25% interest rate, 9.75% floor, 10.00% EOT payment)	5/27/2020	1,497		1,557		1,557		6/30/2023
	Growth Capital Loan (10.00% interest rate, 10.00% EOT payment)	11/12/2020	500		483		483		5/31/2024
Total Food Products - 1.92%*			1,997		2,040		2,040


TRIPLEPOINT PRIVATE VENTURE CREDIT INC. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) As of December 31, 2020
Company	Type of Investment	Acquisition Date(9)	Outstanding Principal		Cost(6)		Fair Value		Maturity Date

Healthcare Technology Systems
Capsule Corporation	Growth Capital Loan (Prime + 7.75% interest rate, 13.00% floor, 13.00% EOT payment)	12/30/2020	$	5,000	$	4,940	$	4,940	12/31/2024
Medly Health Inc.	Growth Capital Loan (Prime + 8.75% interest rate, 12.00% floor, 7.75% EOT payment)	12/11/2020	5,000		4,811		4,811		12/31/2023
	Growth Capital Loan (Prime + 8.75% interest rate, 12.00% floor, 7.75% EOT payment)	12/11/2020	5,000		4,811		4,811		12/31/2023
			10,000		9,622		9,622
Total Healthcare Technology Systems - 13.72%*			15,000		14,562		14,562

Home Furnishings
Feather Home Inc.	Growth Capital Loan (Prime + 4.00% interest rate, 9.50% floor, 7.00% EOT payment)	5/27/2020	2,108		2,166		2,166		3/31/2022
Total Home Furnishings - 2.04%*			2,108		2,166		2,166

Household Products
Grove Collaborative, Inc.	Growth Capital Loan (Prime + 2.25% interest rate, 7.75% floor, 4.75% EOT payment)	5/27/2020	6,750		6,957		6,937		4/30/2021
	Growth Capital Loan (Prime + 2.25% interest rate, 7.75% floor, 4.75% EOT payment)	5/27/2020	2,333		2,405		2,398		4/30/2021
Total Household Products - 8.79%*			9,083		9,362		9,335

Infrastructure
GoEuro Corp.(1)(3)	Growth Capital Loan (11.00% interest rate, 8.50% EOT payment)	5/27/2020	5,000		5,040		5,131		10/31/2023
	Growth Capital Loan (11.00% interest rate, 8.50% EOT payment)	5/27/2020	2,500		2,520		2,566		10/31/2023
	Convertible Note (5.00% interest rate)(2)	8/11/2020	75		75		73		2/11/2023
Total Infrastructure - 7.32%*			7,575		7,635		7,770

Life and Health Insurance
Beam Technologies Inc.	Growth Capital Loan (Prime + 2.75% interest rate, 8.25% floor, 5.50% EOT payment)	5/27/2020	4,000		4,062		4,062		10/31/2021
Total Life and Health Insurance - 3.83%*			4,000		4,062		4,062

Logistics
Passport Labs, Inc.	Growth Capital Loan (11.00% interest rate, 8.00% EOT payment)	5/27/2020	5,000		5,094		5,292		5/31/2024
Total Logistics - 4.99%*			5,000		5,094		5,292

Real Estate Services
Common Living Inc.	Growth Capital Loan (Prime + 2.75% interest rate, 8.25% floor, 5.75% EOT payment)	5/27/2020	2,500		2,569		2,569		2/28/2022
	Growth Capital Loan (Prime + 4.75% interest rate, 10.25% floor, 7.25% EOT payment)	5/27/2020	5,000		5,007		5,007		4/30/2023
			7,500		7,576		7,576
Divvy Homes Inc.	Growth Capital Loan (Prime + 4.25% interest rate, 7.50% floor, 2.25% EOT payment)	10/28/2020	5,000		4,732		4,732		7/31/2021
Mynd Management, Inc.	Growth Capital Loan (Prime + 2.30% interest rate, 7.80% floor, 3.75% EOT payment)	5/27/2020	2,404		2,421		2,421		11/30/2022
	Growth Capital Loan (Prime + 2.30% interest rate, 7.80% floor, 3.75% EOT payment)	5/27/2020	2,404		2,421		2,421		11/30/2022
	Growth Capital Loan (Prime + 2.30% interest rate, 7.80% floor, 3.75% EOT payment)	5/27/2020	2,500		2,511		2,511		12/31/2022
			7,308		7,353		7,353
Side, Inc.	Growth Capital Loan (Prime + 8.25% interest rate, 11.50% floor, 6.50% EOT payment)	9/4/2020	2,000		1,946		1,946		3/31/2023
	Growth Capital Loan (Prime + 8.25% interest rate, 11.50% floor, 6.50% EOT payment)	10/29/2020	500		484		484		4/30/2023
			2,500		2,430		2,430
Total Real Estate Services - 20.81%*			22,308		22,091		22,091


TRIPLEPOINT PRIVATE VENTURE CREDIT INC. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) As of December 31, 2020
Company	Type of Investment	Acquisition Date(9)	Outstanding Principal		Cost(6)		Fair Value		Maturity Date

Social/Platform Software
ClassPass Inc.	Growth Capital Loan (Prime + 5.00% interest rate, 10.25% floor, 8.25% EOT payment)	5/27/2020	$	5,000	$	5,114	$	5,151	9/30/2023
Total Social/Platform Software - 4.85%*			5,000		5,114		5,151

Software Development Applications
Forte Labs, Inc.	Growth Capital Loan (Prime + 4.75% interest rate, 8.00% floor, 4.00% EOT payment)	12/31/2020	2,500		2,425		2,425		6/30/2022
Total Software Development Applications - 2.28%*			2,500		2,425		2,425

Total Debt Investments - 107.65%*			$	113,418	$	113,307	$	114,261


TRIPLEPOINT PRIVATE VENTURE CREDIT INC. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) As of December 31, 2020
Company	Type of Warrant	Acquisition Date(9)	Shares	Cost(6)		Fair Value

Warrant Investments(7)(8)

Aerospace and Defense
Astranis Space Technologies Corp.	Preferred Stock	5/27/2020	70,959	$	95	$	95
Total Aerospace and Defense - 0.09%*			70,959	95		95

Buildings and Property
Breather Products US Inc.	Preferred Stock	5/27/2020	39,457	13		2
Total Buildings and Property - 0.00%*			39,457	13		2

Business Applications Software
Dialpad, Inc.	Preferred Stock(2)	8/3/2020	2,898	10		10
Narvar, Inc.	Preferred Stock(2)	8/28/2020	21,790	102		102
Tide Holdings Limited(1)(3)	Preferred Stock	11/13/2020	52,609	45		47
Total Business Applications Software - 0.15%*			77,297	157		159

Business to Business Marketplace
Material Technologies Corporation	Preferred Stock(2)	8/24/2020	23,576	74		74
Total Business to Business Marketplace - 0.07%*			23,576	74		74

Commercial Services
Dumpling, Inc.	Preferred Stock(2)	9/30/2020	17,003	6		6
Total Commercial Services - 0.01%*			17,003	6		6

Communication Software
Hiya, Inc.	Preferred Stock	5/27/2020	115,073	54		54
Total Communication Software - 0.05%*			115,073	54		54

Computer Hardware
Swift Navigation, Inc.	Preferred Stock	7/30/2020	62,874	77		77
Total Computer Hardware - 0.07%*			62,874	77		77

Consumer Finance
Activehours, Inc.	Preferred Stock	10/8/2020	24,648	65		65
Hello Digit, Inc.	Preferred Stock(2)	9/8/2020	723	12		12
Upgrade, Inc.	Preferred Stock	5/27/2020	136,869	44		36
Total Consumer Finance - 0.11%*			162,240	121		113

Consumer Products and Services
Clutter Inc.	Preferred Stock	9/30/2020	6,550	38		38
Well Dot, Inc.	Preferred Stock(2)	12/18/2020	9,510	41		41
Total Consumer Products and Services - 0.07%*			16,060	79		79

Cultivation
InFarm - Indoor Urban Farming GMBH(1)(3)	Preferred Stock	5/27/2020	1,278	1,223		1,550
Total Cultivation - 1.46%*			1,278	1,223		1,550

Database Software
Cohesity, Inc.	Preferred Stock(2)	5/27/2020	3,789	11		11
Total Database Software - 0.01%*			3,789	11		11

E-Commerce - Clothing and Accessories
Minted, Inc.	Preferred Stock	9/30/2020	22,277	216		216
TFG Holding, Inc.	Common Stock	11/30/2020	70,203	172		172
Total E-Commerce - Clothing and Accessories - 0.37%*			92,480	388		388


TRIPLEPOINT PRIVATE VENTURE CREDIT INC. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) As of December 31, 2020
Company	Type of Warrant	Acquisition Date(9)	Shares	Cost(6)		Fair Value

Elder and Disabled Care
Honor Technology, Inc.	Preferred Stock(2)	5/27/2020	130,618	$	50	$	131
Total Elder and Disabled Care - 0.12%*			130,618	50		131

Food Products
Feast Kitchen Inc.(1)(3)	Preferred Stock	5/27/2020	29,145	127		103
	Preferred Stock	9/14/2020	4,413	11		11
Total Food Products - 0.11%*			33,558	138		114

Healthcare Technology Systems
Calibrate Health, Inc.	Preferred Stock(2)	12/31/2020	45,089	23		23
Capsule Corporation	Preferred Stock	5/27/2020	45,008	119		122
Curology, Inc.	Preferred Stock(2)	5/27/2020	12,007	19		19
Medly Health Inc.	Preferred Stock	11/20/2020	1,083,470	195		195
Noho Dental, Inc.	Preferred Stock(2)	11/3/2020	56,109	85		85
Total Healthcare Technology Systems - 0.42%*			1,241,683	441		444

Home Furnishings
Feather Home Inc.	Preferred Stock	5/27/2020	33,910	77		77
Total Home Furnishings - 0.07%*			33,910	77		77

Household Products
Grove Collaborative, Inc.	Preferred Stock	5/27/2020	33,038	72		105
Total Household Products - 0.10%*			33,038	72		105

Human Capital Services
Eightfold AI Inc.	Preferred Stock(2)	5/27/2020	69,577	36		203
Total Human Capital Services - 0.19%*			69,577	36		203

Information Services (B2C)
Cleo AI Ltd(1)(3)	Preferred Stock(2)	5/27/2020	41,041	82		89
Total Information Services (B2C) - 0.08%*			41,041	82		89

Infrastructure
GoEuro Corp.(1)(3)	Preferred Stock	5/27/2020	2,775	61		26
Total Infrastructure - 0.02%*			2,775	61		26

Life and Health Insurance
Beam Technologies Inc.	Preferred Stock	5/27/2020	5,344	57		57
Total Life and Health Insurance - 0.05%*			5,344	57		57

Logistics
Passport Labs, Inc.	Common Stock	5/27/2020	2,102	51		51
Total Logistics - 0.05%*			2,102	51		51

Medical Software and Information Services
KRNL, Inc.	Preferred Stock(2)	12/21/2020	24,713	24		24
Total Medical Software and Information Services - 0.02%*			24,713	24		24

Network Management Software
Callsign, Inc.(1)(3)	Preferred Stock(2)	5/27/2020	21,604	180		180
Total Network Management Software - 0.17%*			21,604	180		180


TRIPLEPOINT PRIVATE VENTURE CREDIT INC. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) As of December 31, 2020
Company	Type of Warrant	Acquisition Date(9)	Shares	Cost(6)		Fair Value

Real Estate Services
Common Living Inc.	Preferred Stock	5/27/2020	729,380	$	156	$	175
Divvy Homes Inc.	Preferred Stock	10/27/2020	85,526	313		313
Mynd Management, Inc.	Preferred Stock	5/27/2020	43,472	83		83
Side, Inc.	Preferred Stock	7/29/2020	71,501	57		57
Total Real Estate Services - 0.59%*			929,879	609		628

Social/Platform Software
ClassPass Inc.	Preferred Stock	5/27/2020	14,085	43		25
Total Social/Platform Software - 0.02%*			14,085	43		25

Software Development Applications
Forte Labs, Inc.	Preferred Stock	12/30/2020	201,637	57		57
Total Software Development Applications - 0.05%*			201,637	57		57

Total Warrant Investments - 4.54%*				$	4,276	$	4,819


TRIPLEPOINT PRIVATE VENTURE CREDIT INC. AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF INVESTMENTS (dollars in thousands) As of December 31, 2020
Company	Type of Equity	Acquisition Date(9)	Shares	Cost(6)		Fair Value

Equity Investments(8)

Advertising / Marketing
Alliance Data Systems Corporation(1)	Common Stock(2)(10)	12/3/2020	6,784	$	567	$	503
Total Advertising / Marketing - 0.47%*			6,784	567		503

Business Applications Software
DialPad, Inc.	Preferred Stock(2)	9/22/2020	9,016	70		70
Total Business Applications Software - 0.07%*			9,016	70		70

Consumer Finance
Activehours, Inc.	Preferred Stock(2)	11/10/2020	9,859	100		100
Total Consumer Finance - 0.09%*			9,859	100		100

Consumer Products and Services
Hydrow, Inc.	Preferred Stock(2)	12/14/2020	42,642	166		166
Well Dot, Inc.	Preferred Stock(2)	10/16/2020	26,416	250		250
Total Consumer Products and Services - 0.39%*			69,058	416		416

Elder and Disabled Care
Honor Technology, Inc.	Preferred Stock(2)	10/16/2020	82,443	199		199
Total Elder and Disabled Care - 0.19%*			82,443	199		199

Total Equity Investments - 1.21%*				$	1,352	$	1,288

Total Investments in Portfolio Companies - 113.40%*(4)				$	118,935	$	120,368

Total Investments - 113.40%*(5)				$	118,935	$	120,368

_______________

(1)Investment is a non-qualifying asset under Section 55(a) of the 1940 Act. As of December 31, 2020, non-qualifying assets represented 13.6% of the Company’s total assets, at fair value.

(2)As of December 31, 2020, 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)The Company generally acquires its investments in private transactions exempt from registration under the Securities Act. These investments are generally subject to certain limitations on resale, and may be deemed to be “restricted securities” under the Securities Act.

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

(6)Gross unrealized gains, gross unrealized losses, and net unrealized gains for federal income tax purposes totaled $1.6 million, $0.2 million and $1.4 million, respectively, for the December 31, 2020 investment portfolio. The tax cost of investments is $118.9 million.

(7)Warrants are associated with funded debt instruments as well as certain commitments to provide future funding against certain unfunded obligations.

(8)Non-income producing investments.

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

(10)Entity is publicly traded and listed on the New York Stock Exchange.

* Value as a percentage of net assets.

Notes applicable to the investments presented in the foregoing table:

•No investment represents 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 table:

•Interest rate is the annual 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 Prime rate (“Prime”) as of March 31, 2021, Prime was 3.25%. As of March 31, 2021, a majority of the debt investments (approximately 67.7%, or $88.9 million in principal balance) in the Company’s portfolio bore interest at floating rates, which generally are Prime-based, all of which have interest rate floors at or above 3.25%.

•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 table are subject to change based on certain events such as prepayments.

TRIPLEPOINT PRIVATE VENTURE CREDIT INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021

(unaudited)

Note 1. Organization

TriplePoint Global Venture Credit, LLC was formed on October 2, 2019 as a Maryland limited liability company. On May 27, 2020, TriplePoint Global Venture Credit, LLC changed its name to TriplePoint Private Venture Credit Inc. (the “Company”) in connection with its conversion from a Maryland limited liability company to a Maryland corporation and the commencement of its investment operations. The Company is structured as an externally-managed non-diversified, closed-end investment company that has elected to be treated as a business development company (“BDC”) under the 1940 Act. As a BDC, the Company expects 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’s investment objective is to maximize its total return to shareholders primarily in the form of current income from secured loans, and secondarily through capital gains from equity “kickers” in the form of warrants and direct equity investments to venture capital-backed companies. 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 TriplePoint Capital LLC (“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 “Advisory Agreement”), the Company pays the Adviser a base management fee and an incentive fee for its services. The Company has also entered into an administration agreement with TriplePoint Administrator LLC (the “Administrator”), a wholly owned subsidiary of the Adviser, and pays separately for services provided.

The Company has two wholly owned subsidiaries: TPVC Funding Company LLC (the “Financing Subsidiary”), an entity established for utilizing the Company’s revolving credit facility, and TPVC Investment LLC, an entity established for holding certain of the Company’s investments in order to benefit from the tax treatment of these investments and create a tax structure that enables the Company to qualify for RIC tax treatment. 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.

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, 2020, filed with the U.S. Securities and Exchange Commission (“SEC”), on March 12, 2021, 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

Acquisition of Initial Portfolio

On May 27, 2020, the Company acquired from TPC and certain of its subsidiaries, a select portfolio of investments originated through TPC consisting of funded debt investments, future funding obligations and warrants associated with both the funded debt investments and future funding obligations. This initial portfolio included 30 secured loans with an aggregate outstanding principal amount of $91.3 million and warrants to purchase shares in 23 portfolio companies of $3.6 million. The valuation of this initial portfolio was approved by the Board in consultation with the Adviser and consideration of valuations performed by independent third-party valuation firms.

Investment Advisory Agreement

In accordance with 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. The Advisory Agreement was approved by the Board, including all of its independent directors, in April 2020 and is effective for an initial two-year term commencing on May 27, 2020. 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 invested equity capital (as defined below) as of the end of the then-current quarter and the prior calendar quarter (and in the case of the Company’s first quarter, the invested equity capital as of such quarter-end). For this purpose, “invested equity capital” means the amounts drawn on the Company’s capital commitments from investors.

Following the closing of the listing of shares of the Company’s common stock on a national securities exchange, including in connection with an initial public offering (“IPO”), the base management fee will be calculated at an annual rate of 1.75% of the Company’s average adjusted gross assets, including assets purchased with borrowed funds. The base management fee will be calculated based on the average value of the Company’s gross assets at the end of its two most recently completed calendar quarters.

Incentive Fee

The incentive fee, which provides the Adviser with a share of the income that it generates for the Company, 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, the Company will pay 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% (which is 8.0% annualized) of its 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 the 2.0% level but less than 2.5%. The effect of the “catch-up” provision is that 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 investment income component of the incentive fee will be subject to a total return requirement, which will provide that no incentive fee in respect of the Company’s pre-incentive fee net investment income will be payable except to the extent that 20.0% of the cumulative net increase in net assets resulting from operations over the then current and 11 preceding quarters (or if shorter, the number of quarters that have occurred since May 27, 2020, the initial effective date of the Advisory Agreement) (in either case, the “Trailing Twelve Quarters”) exceeds the cumulative incentive fees accrued and/or paid for the 11 preceding quarters. 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 for the Trailing Twelve Quarters minus (y) the cumulative incentive fees accrued and/or paid for the 11 preceding calendar quarters. 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 for the Trailing Twelve Quarters. However, following the occurrence (if any) of an IPO, the Trailing Twelve Quarters will be “reset” so as to include, as of the end of any quarter, the calendar quarter then ending and the 11 preceding calendar quarters (or if shorter, the number of quarters that have occurred since the IPO, rather than the number of quarters that have occurred since May 27, 2020).

The capital gains component of the incentive fee will be determined and paid annually in arrears at the end of each calendar year or, in the event of an Advanced Liquidity Event (as defined below), the date on which the closing of such Advanced Liquidity Event occurs. At the end of each calendar year (or upon the effectuation of an Advanced Liquidity Event), the Company will pay the Adviser (A) 20.0% of the difference, if positive, of the sum of aggregate cumulative realized capital gains, if any, computed net of aggregate cumulative realized capital losses, if any, and aggregate cumulative unrealized capital depreciation, in each case from May 27, 2020, the initial effective date of the Advisory Agreement, through the end of such year (or the date on which an Advanced Liquidity Event occurs), less (B) the aggregate amount of any previously paid capital gains incentive fees from May 27, 2020 until the end of such calendar year (or the date on which an Advanced Liquidity Event occurs). For the foregoing purpose, “aggregate cumulative realized capital gains” does not include any unrealized capital appreciation. An Advanced Liquidity Event could include: (1) a listing of the Company’s shares of capital stock on a national securities exchange, including through an IPO, (2) a merger with another entity, including an affiliated company, subject to any limitations under the 1940 Act or (3) the sale of all or substantially all of the assets of the Company.

The Company will accrue, but not pay, a portion of the capital gains incentive fee with respect to net unrealized appreciation. Under GAAP, the Company is required to accrue a capital gains incentive fee that includes net realized capital gains and losses and net unrealized capital appreciation and depreciation on investments held at the end of each period. In calculating the accrual for the capital gains component of the incentive fee, the Company will consider the cumulative aggregate unrealized capital appreciation in the calculation, since an incentive fee based on capital gains would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Advisory Agreement. This accrual is calculated using the aggregate cumulative realized capital gains and losses and aggregate cumulative unrealized capital appreciation or depreciation. If such amount is positive at the end of a period, then the Company will record a capital gains incentive fee equal to 20.0% of such amount, minus the aggregate amount of the actual capital gains incentive fee paid in all prior periods. If such amount is negative, then there is no accrual for such period. There can be no assurance that such unrealized capital appreciation will be realized in the future. Additionally, if the Advisory Agreement is terminated as of a date that is not a calendar year end, including upon the effectuation of a merger of the Company with another entity (including an affiliated company, subject to any limitations under the 1940 Act) or the sale of all or substantially all of the Company’s assets, the termination date is treated as though it were a calendar year end for purposes of calculating and paying the capital gains incentive fee.

Base management and incentive fees are paid in the quarter following that in which they are earned. 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 (in thousands)	For the Three Months Ended March 31, 2021
Base management fee	$	470
Income incentive fee	$	—

Administration Agreement

The administration agreement (the “Administration Agreement”) was approved by the Board in April 2020. The 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 full 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 March 31, 2021, expenses paid or payable by the Company to the Administrator under the Administration Agreement were $0.3 million.

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 Audit Committee of the Board is responsible for assisting the Board in valuing investments that are not publicly traded or for which current market values are not readily available. Investments for which market quotations are readily available are valued using market quotations, which are generally obtained from independent pricing services, broker-dealers or market makers. With respect to portfolio investments for which market quotations are not readily available, the Board, with the assistance of the Adviser and its senior investment team and independent valuation agents, is responsible for determining, in good faith, the fair value in accordance with the valuation policy approved by the Board. 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 senior investment team 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 non-active markets or in active markets for similar assets or liabilities), observable inputs other than quoted prices and inputs that are not directly observable but are corroborated by observable market data.

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, 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.

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 being initially valued by the Adviser’s professionals that are responsible for the portfolio investment;

•Preliminary valuation conclusions are then documented and discussed with the Adviser’s senior investment team and approved by the Adviser’s executive management team;

•At least once annually, the valuation for each portfolio investment is reviewed by an independent third-party valuation firm. However, the Board does not have de minimis investments of less than 1.0% of the Company’s gross assets (up to an aggregate of 10% of the Company’s gross assets) independently reviewed, given the expenses involved in connection therewith;

•The Audit Committee of the Board then reviews these preliminary valuations and makes fair value recommendations to the Board; and

•The Board then discusses valuations and determines the fair value of each investment in the Company’s portfolio in good faith, based on the input of the Adviser, the respective independent third-party valuation firms and the Audit Committee.

Debt Investments

The debt investments identified on the consolidated schedules of investments are loans made to venture capital-backed 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 Adviser’s senior management team 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 March 31, 2021 and December 31, 2020. 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)	March 31, 2021								December 31, 2020
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Debt investments	$	—	$	—	$	131,991	$	131,991	$	—	$	—	$	114,261	$	114,261
Warrant investments	—		—		5,697		5,697		—		—		4,819		4,819
Equity investments	760		—		1,098		1,858		503		—		785		1,288
Total investments	$	760	$	—	$	138,786	$	139,546	$	503	$	—	$	119,865	$	120,368

The following table shows information about Level 3 investments measured at fair value for the three months ended March 31, 2021. 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 Three Months Ended March 31, 2021
	Debt Investments		Warrant Investments		Equity Investments		Total Investments
Fair value as of December 31, 2020	$	114,261	$	4,819	$	785	$	119,865
Funding and purchases of investments, at cost	23,833		735		245		24,813
Principal payments and sale proceeds received from investments	(6,498)		—		—		(6,498)
Amortization and accretion of premiums and discounts, net and end-of term payments	788		—		—		788
Realized gains on investments	—		—		—		—
Net change in unrealized gains (losses) included in earnings	(393)		143		68		(182)
Gross transfers out of Level 3(1)	—		—		—		—
Fair value as of March 31, 2021	$	131,991	$	5,697	$	1,098	$	138,786

Net change in unrealized gains (losses) on Level 3 investments held as of March 31, 2021	$	(306)	$	143	$	68	$	(95)

_______________

(1)Transfers out of Level 3 are measured as of the date of the transfer. There were no transfers out of Level 3 during the three months ended March 31, 2021.

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

For the three months ended March 31, 2021, the Company recognized net realized gains of $0.1 million.

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

Net change in unrealized gains during the three months ended March 31, 2021 was $0.1 million, resulting primarily from market rate adjustments.

The following table shows a summary of quantitative information about the Level 3 fair value measurements of investments as of March 31, 2021 and December 31, 2020. 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)

March 31, 2021

Fair Value

Valuation Technique

Unobservable Inputs

Range

Weighted Average

Debt investments

131,991

Discounted Cash Flows

Discount Rate

7.35% - 23.29%

15.29%

Warrant investments

5,697

Black Scholes Option Pricing Model

Revenue Multiples

0.40x - 56.90x

10.24x

Volatility

48.50% - 80.00%

66.35%

Term

2.00 - 6.50 Years

4.61 Years

Risk Free Rate

0.15% - 1.16%

0.73%

EBITDA Multiples

6.14x - 25.07x

15.15x

Equity investments

1,098

Black Scholes Option Pricing Model

Volatility

55.00% - 75.00%

69.84%

Term

3.00 - 4.00 Years

3.19 Years

Risk Free Rate

0.35% - 0.64%

0.40%

Revenue Multiples

1.24x - 5.22x

2.86x

Total investments

138,786

Level 3 Investments
(dollars in thousands)

December 31, 2020

Fair Value

Valuation Technique

Unobservable Inputs

Range

Weighted Average

Debt investments

114,261

Discounted Cash Flows

Discount Rate

6.61% - 23.38%

15.22%

Warrant investments

4,819

Black Scholes Option Pricing Model

Revenue Multiples

0.95x - 56.90x

11.92x

Volatility

48.50% - 80.00%

66.18%

Term

2.00 - 6.50 Years

4.71 Years

Risk Free Rate

0.13% - 0.51%

0.33%

Equity investments

785

Black Scholes Option Pricing Model

Volatility

55.00% - 65.00%

60.00%

Term

3.00 - 4.00 Years

3.50 Years

Risk Free Rate

0.17% - 0.27%

0.22%

Total investments

119,865

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.

As of March 31, 2021, the Company had no delinquencies and no credit losses on any of its debt investments.

Note 6. Borrowings

The following table shows the Company's outstanding debt as of March 31, 2021 and December 31, 2020:


Liability (in thousands)	March 31, 2021						December 31, 2020
Liability (in thousands)	Total Commitment		Balance Outstanding		Unused Commitment		Total Commitment		Balance Outstanding		Unused Commitment
Revolving Credit Facility	$	250,000	$	45,000	$	205,000	$	250,000	$	45,000	$	205,000

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. These expenses are shown in the table below:


Interest Expense and Amortization of Fees (in thousands)	For the Three Months Ended March 31, 2021
Revolving Credit Facility
Interest cost	$	546
Unused fee	1,126
Amortization of costs and other fees	137
Revolving Credit Facility Total	$	1,809

Total interest expense and amortization of fees	$	1,809

Credit Facility

On July 15, 2020, the Company’s wholly-owned subsidiary, the Financing Subsidiary, as the borrower, entered into a $150 million secured revolving credit facility with Deutsche Bank AG, New York Branch (“Deutsche Bank”) pursuant to a Receivables Financing Agreement (together with the exhibits and schedules thereto, the “Receivables Financing Agreement” and the secured revolving credit facility thereunder, the “Credit Facility”), by and among the Financing Subsidiary, the Company, individually and as collateral manager and as equityholder, the lenders from time to time party thereto, Deutsche Bank, as the facility agent (the “Facility Agent”), Deutsche Bank and MUFG Union Bank, N.A. (“MUFG”), as joint lead arrangers, Deutsche Bank Trust Company Americas, as paying agent and as collection account bank, U.S. Bank National Association, as custodian, and Vervent Inc., as backup collateral manager. In September 2020, the Company amended the Credit Facility to (i) increase its total commitments from $150 million to $250 million and (ii) add two new lenders, KeyBank National Association and TIAA, FSB.

The Credit Facility also includes an accordion feature, which allows the Financing Subsidiary to request an increase in the size of the Credit Facility to an amount not to exceed $400 million (including by adding additional lenders under the Credit Facility), subject to certain conditions and the consent of the lenders. The Credit Facility is collateralized by all of the assets of the Financing Subsidiary, including the loans and other investments acquired by the Financing Subsidiary from time to time and collections thereon.

The revolving period under the Credit Facility is scheduled to expire on July 15, 2021, provided that the revolving period may be extended with the consent of the lenders and may also terminate early if an event of default or other adverse events, specified in the Receivables Financing Agreement, occur. The maturity date for the Credit Facility is scheduled to occur two years after the termination of the revolving period, unless earlier terminated in accordance with the terms of the Receivables Financing Agreement. Advances are made under the Credit Facility pursuant to a borrowing base, which generally utilizes a 50% advance rate on the applicable net loan balance of assets held by the Financing Subsidiary, subject to excess concentrations, availability blocks and other restrictions set forth in the Receivables Financing Agreement. The advances under the Credit Facility accrue interest at a per annum rate equal to the applicable margin plus the lender’s cost of funds rate, which is a floating rate based on certain indices, and is subject to certain minimum principal utilization amounts during the revolving period. The applicable margin is equal to 3.50% during the revolving period and increases to 4.50% during the amortization period.

As of March 31, 2021 and December 31, 2020, the Company had outstanding borrowings under the Credit Facility of $45.0 million and $45.0 million, respectively, excluding deferred credit facility costs of $1.1 million and $1.3 million, respectively, which are included as assets 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 in the fair value hierarchy if determined as of the reporting date. During the three months ended March 31, 2021, the Company had average outstanding borrowings under the Credit Facility of $45.0 million at a weighted average interest rate of 4.00%. As of March 31, 2021 and December 31, 2020, $124.2 million and $120.4 million, respectively, of the Company’s assets were pledged for borrowings under the Credit Facility.

Note 7. Commitments and Contingencies

Commitments

As of March 31, 2021 and December 31, 2020, the Company’s unfunded commitments totaled $104.0 million to 23 portfolio companies and $72.5 million to 18 portfolio companies, respectively, of which $26.4 million and $16.7 million, respectively, was dependent upon the applicable portfolio company 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 table below shows the Company’s unfunded commitments by portfolio company as of March 31, 2021 and December 31, 2020:


	March 31, 2021				December 31, 2020
Unfunded Commitments(1) (in thousands)	Unfunded Commitments		Fair Value of Unfunded Commitment Liability		Unfunded Commitments		Fair Value of Unfunded Commitment Liability
Material Technologies Corporation	$	10,000	$	124	$	10,000	$	124
Narvar, Inc.	7,500		140		3,750		140
Tempo Interactive Inc.	7,500		71		—		—
Dialpad, Inc.	7,000		76		1,000		35
Noho Dental, Inc.	5,000		135		5,000		135
Ribbon Home, Inc.	6,000		49		—		—
Activehours, Inc.	6,000		43		6,000		43
Grey Orange International Inc.	5,000		66		—		—
Calibrate Health, Inc.	5,000		48		5,000		48
HI LLC	5,000		37		5,000		37
Curology, Inc.	5,000		—		5,000		—
Eightfold AI Inc.	5,000		—		5,000		—
Honor Technology, Inc.	4,500		—		4,500		—
Blueboard Inc.	4,000		25		—		—
Well Dot, Inc.	4,000		66		4,000		67
TFG Holding, Inc.	3,000		137		3,000		106
Forte Labs, Inc.	2,500		—		2,500		—
Hello Digit, Inc.	2,500		18		2,500		18
Divvy Homes Inc.	2,500		188		—		—
VanMoof Global Holding B.V.	2,513		74		—		—
Swift Navigation, Inc.	2,000		86		2,000		96
Clutter Inc.	2,000		—		6,000		40
Dumpling, Inc.	500		11		500		11
Minted, Inc.	—		25		—		25
Tide Platform Limited	—		—		1,706		17
Total	$	104,013	$	1,419	$	72,456	$	942

_______________

(1)Does not include $4.3 million and $16.5 million backlog of potential future commitments as of March 31, 2021 and December 31, 2020, respectively. Refer to the “Backlog of Potential Future Commitments” below.

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 counterparties’ 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 months ended March 31, 2021:


Commitments Activity (in thousands)	For the Three Months Ended March 31, 2021
Unfunded commitments at beginning of period(1)	$	88,956
New commitments(1)	43,704
Fundings	(24,376)
Expirations / Terminations	—
Foreign currency adjustments	(21)
Unfunded commitments and backlog of potential future commitments at end of period	$	108,263
Backlog of potential future commitments	4,250
Unfunded commitments at end of period	$	104,013

_______________

(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 March 31, 2021 and December 31, 2020:


Unfunded Commitments(1) (in thousands)	March 31, 2021		December 31, 2020
Dependent on milestones	$	26,375	$	16,706
Expiring during:
2021	$	64,250	$	55,456
2022	39,763		17,000
Unfunded commitments	$	104,013	$	72,456

_______________

(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 March 31, 2021 and December 31, 2020, this backlog of potential future commitments totaled $4.3 million and $16.5 million, respectively.

Note 8. Financial Highlights

The following table shows the financial highlights for the three months ended March 31, 2021:


Financial Highlights (in thousands, except share and per share data)	For the Three Months Ended March 31, 2021
Per Share Data(1)
Net asset value at beginning of period	$	15.08
Changes in net asset value due to:
Net investment income	0.19
Net realized gains on investments	0.01
Net change in unrealized gains on investments	0.02
Net asset value at end of period	$	15.30

Net investment income per common share	$	0.19
Net increase in net assets resulting from operations per common share	$	0.21
Weighted average shares of common stock outstanding for period	7,182,465
Shares of common stock outstanding at end of period	7,503,014

Ratios / Supplemental Data(2)
Net asset value at end of period	$	115,327
Average net asset value	$	110,185
Total return based on net asset value per share(3)	1.4		%
Net investment income to average net asset value(4)	5.0		%
Net increase in net assets to average net asset value(4)	5.5		%
Ratio of expenses to average net asset value(4)	10.5		%
Operating expenses excluding incentive fees to average net asset value(4)	10.5		%
Income incentive fees to average net asset value(4)	—		%
Capital gains incentive fees to average net asset value(4)	—		%

_____________

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

(2)NAV used in ratios represents NAV to common shareholders and excludes preferred shareholders’ equity.

(3)Total return based on NAV is the change in ending NAV per common share plus distributions per common share paid during the period by the beginning NAV per common share.

(4)Percentage is presented on an annualized basis.

The weighted average portfolio yield on total debt investments shown below is for the three months ended March 31, 2021:


Ratios (Percentages, on an annualized basis)(1)	For the Three Months Ended March 31, 2021
Weighted average annualized portfolio yield on total debt investments(2)	14.3	%
Coupon income	10.2	%
Accretion of discount	0.9	%
Accretion of end-of-term payments	2.9	%
Impact of prepayments during the period	0.3	%

_____________

(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 shareholders.

Note 9. Net Increase in Net Assets per Share

The following table shows the computation of basic and diluted net increase (decrease) in net assets per common share for the three months ended March 31, 2021:


Basic and Diluted Share Information (in thousands, except share and per share data)	For the Three Months Ended March 31, 2021
Net investment income	$	1,363
Net increase in net assets resulting from operations	$	1,501
Basic and diluted weighted average shares of common stock outstanding	7,182,465
Basic and diluted net investment income per share of common stock	$	0.19
Basic and diluted net increase in net assets resulting from operations per share of common stock	$	0.21

Note 10. Equity

During the three months ended March 31, 2021, the Company issued 501,347 shares of common stock at a weighted-average price of $15.08 per share through a private placement offering, resulting in gross proceeds to the Company of $7.7 million.

As of March 31, 2021 and December 31, 2020, the Company had 7,503,014 and 7,001,667 shares of common stock outstanding, respectively. As of both March 31, 2021 and December 31, 2020, the Company had 525 shares of its Series A preferred stock outstanding.

During the three months ended March 31, 2021, the Company received $10.0 million of additional capital commitments to purchase shares of the Company’s common stock pursuant to a subscription agreement. As of March 31, 2021, the Company had received capital commitments totaling $332.0 million, of which $219.3 million remained available.

Note 11. Common Distributions

The Company intends to elect 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 shareholders. 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 year ended December 31, 2020, 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 U.S. 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 $46,000 for the period from May 27, 2020 (Commencement of Operations) to December 31, 2020.

The following table shows the Company’s cash distributions per common share that have been authorized by the Board since commencement of operations to March 31, 2021. All distributions included in the below table represent ordinary income as the Company’s earnings exceeded distributions for the relevant period.

Period Ended

Date Declared

Record Date

Payment Date

Per Share Amount

December 31, 2020

November 12, 2020

November 13, 2020

November 20, 2020

0.15

December 31, 2020

December 21, 2020

December 22, 2020

December 30, 2020

0.30

December 31, 2020

December 21, 2020

December 22, 2020

December 30, 2020

0.14

(1)

Total cash distributions

0.59

_____________

(1)Represents a special distribution sourced from net realized short-term capital gains.

It is the Company’s intention to distribute all or substantially all of its taxable income earned over the course of the year; thus, no provision for income tax has been recorded in the Company’s consolidated statement of operations during the three months ended March 31, 2021. 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 defer the payment of distributions associated with the excess taxable income for future calendar years.

Note 12. Subsequent Events

Distribution

On May 12, 2021, the Board declared a $0.30 per share distribution, payable on May 19, 2021 to stockholders of record on May 13, 2021.

Capital Commitments and Issuance of Shares

On May 14, 2021, the Company issued and sold in an exempt offering 226,924 shares of its common stock, which share amount was based on the Company’s receipt of aggregate proceeds of $3.5 million minus the aggregate organizational expenses allocable to the participating investor. This issuance was exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Regulation D thereunder.

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 Private Venture Credit Inc. 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 the ability of us and our portfolio companies 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 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 qualify and maintain our qualification as a RIC and as a BDC;

•the adequacy of our available liquidity, cash resources, including undrawn capital commitments from investors and the ability of our investors to fulfill their obligations under their respective subscription agreements, and working capital and compliance with covenants under our borrowing arrangements; 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, including with respect to changes resulting from or in response to, or potentially even the absence of changes as a result of, the impact of the COVID-19 pandemic;

•the length and duration of the COVID-19 outbreak 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;

•an economic downturn and the time period required for robust economic recovery therefrom, including relating to the impact of the COVID-19 pandemic, which has already generally had a material impact on our portfolio companies’ results of operations and financial condition and will likely continue to have a material impact on our portfolio companies’ results of operations and financial condition for its duration, which could lead to the loss of some or all of our investments in such portfolio companies and have a material adverse effect on our results of operations and financial condition;

•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, including as a result of the impact and duration of the COVID-19 pandemic, 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 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, non-diversified management investment company that has elected to be regulated as a BDC under the 1940 Act. We intend to elect to be treated, and intend to qualify annually, as a RIC under Subchapter M of the Code for U.S. federal income tax purposes.

We were formed in October 2019 to capitalize on the strong worldwide demand from venture capital-backed companies for debt financing originated by the TPC global investment platform and commenced investment operations on May 27, 2020. We participate in and benefit from TPC’s multi-stage Lifespan Approach by lending to early, later, and venture growth stage companies focused in technology and other high growth industries that are backed by TPC’s select group of leading venture capital investors and generally have a global business strategy and products or services that appeal to customers and consumers worldwide. We generally view high growth industries as industries which experience a higher than average growth rate as compared to others as a result of demand for new products or services offered by companies in these industries. It is this demand and the potential global addressable market for their products or services that makes them attractive to venture capital investment and therefore attractive lending candidates for us.

Our investment objective is to maximize our total return to shareholders primarily in the form of current income from our secured loans, and secondarily through capital gains from equity “kickers” in the form of warrants and direct equity investments.

In order to expedite the ramp-up of our investment activities and further our ability to meet our investment objectives, on May 27, 2020, we acquired a select portfolio of investments originated through TPC consisting of funded debt investments, future funding obligations and warrants associated with both the funded debt investments and future funding obligations. This initial portfolio included 30 secured loans and warrants to purchase shares in 23 portfolio companies for an aggregate purchase price of $94.6 million. The valuation of this initial portfolio was approved by the Board in consultation with the Adviser and consideration of valuations performed by independent third-party valuation firms on our initial portfolio. On May 27, 2020, we sold 7,001,667 shares of our common stock in a private offering for $105.0 million of gross proceeds. On May 27, 2020, we sold 525 shares of our Series A Preferred Stock (as defined below in “—Liquidity and Capital Resources— Capital Resources and Borrowings—Series A Preferred Stock”) at a price of $1,000.00 per share, resulting in gross proceeds of $525,000. In aggregate, through March 31, 2021, we have sold 525 shares of our Series A Preferred Stock and 7,503,014 shares of our common stock for $113.3 million of gross proceeds. Subsequent to March 31, 2021, we have sold an additional 226,924 shares of our common stock for $3.5 million of gross proceeds.

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 economic recovery, has had adverse consequences for the business operations of some of our portfolio companies, may adversely affect our operations, and has adversely affected, and threatens to continue to adversely affect, the operations of the Adviser.

Due to the ongoing adverse effects of the COVID-19 pandemic, we expect that certain of our portfolio companies will experience financial distress and, depending on the duration of the COVID-19 pandemic and the extent of its disruption to operations, certain of our portfolio companies may default on their financial obligations to us and their other capital providers. In addition, as a result of the adverse effects of the COVID-19 pandemic and the related disruption and financial distress, certain portfolio companies may seek to modify their loans from us, which could reduce the amount or extend the time for payment of principal, reduce the rate or extend the time of payment of interest, and/or increase the amount of PIK interest we receive with respect to such investment, among other things. The effects of the COVID-19 pandemic have impeded, and may continue to impede, the ability of certain of our portfolio companies to raise additional capital and/or pursue asset sales or otherwise execute strategic transactions, which could have a material adverse effect on the valuation of our investments in such companies. Portfolio companies operating in certain industries may be more susceptible to these risks than other portfolio companies in other industries in light of the effects of the COVID-19 pandemic. Some of our portfolio companies have already taken steps to significantly reduce, modify, or alter business strategies and operations, and we expect that additional portfolio companies may take similar steps if subjected to prolonged and severe financial distress, which may impair their business on a permanent basis. In addition, due to the completion of equity rounds by certain portfolio companies at lower valuations than rounds completed prior to the onset of the effects of the COVID-19 pandemic, we may experience unrealized depreciation on certain of our warrant and equity investments despite the relevant companies’ ability to mitigate disruptions on their business strategies and operations. There can be no assurance that future equity rounds completed by our portfolio companies will be at levels greater than or equal to previous rounds, which may result in net unrealized depreciation on our warrant and equity portfolio in future periods.

As of March 31, 2021, we are permitted under the 1940 Act, as a BDC, to borrow amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% after such borrowing. The Credit Facility also includes certain covenants, including without limitation, a covenant requiring 150% asset coverage in accordance with the 1940 Act. Any significant 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, 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, 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, 2020 for more information. As of March 31, 2021, we were in compliance with the asset coverage requirements under the 1940 Act and were not in breach of any covenants under the Credit Facility. We do not expect to breach any of these covenants in the near term assuming that conditions do not materially deteriorate further or for a prolonged period of time.

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 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, particularly with respect to our interest income, the fair value of our portfolio investments, and the 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 loans that have a secured collateral position and are used by venture capital-backed companies to finance their continued expansion and growth, equipment financings and, on a select basis, revolving loans, together with, in many cases, attached equity “kickers” in the form of warrant investments, and direct equity investments. We believe these investments will provide us with a stable, fixed-income revenue stream along with the potential for our returns to be enhanced by equity-related gains. We underwrite our investments seeking an unlevered yield-to-maturity on our growth capital loans and equipment financings generally ranging from 10% to 18% and on our revolving loans generally ranging from 1% above the current U.S. prime rate to 10%, in each case, with potential for higher returns in the event we are able to exercise warrant investments and realize gains or sell our related equity investments at a profit. We make investments that our Adviser’s senior investment team believes have a low probability of loss due to their expertise and either the existence of or the near-term potential for strong revenue or revenue growth, product validation, customer commitments, intellectual property, financial condition and enterprise value of the potential opportunity. The Adviser’s senior investment team also generally seeks to invest no more than 5% of our total assets in equity investments.

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 March 31, 2021 and December 31, 2020:


	March 31, 2021
Investments by Type (dollars in thousands)	Cost		Fair Value		Net Unrealized Gains (Losses)		Number of Investments	Number of Companies
Debt investments	$	131,430	$	131,991	$	561	44	29
Warrant investments	5,010		5,697		687		49	48
Equity investments	1,597		1,858		261		8	7
Total Investments in Portfolio Companies	$	138,037	$	139,546	$	1,509	101	49	(1)

_______________

(1)Represents non-duplicative number of companies.


	December 31, 2020
Investments by Type (dollars in thousands)	Cost		Fair Value		Net Unrealized Gains (Losses)		Number of Investments	Number of Companies
Debt investments	$	113,307	$	114,261	$	954	37	25
Warrant investments	4,276		4,819		543		41	40
Equity investments	1,352		1,288		(64)		6	6
Total Investments in Portfolio Companies	$	118,935	$	120,368	$	1,433	84	42	(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 March 31, 2021 and December 31, 2020:


	March 31, 2021
Investments in Portfolio Companies by Industry (dollars in thousands)	At Fair Value		Percentage of Total Investments
Real Estate Services	$	22,106	15.8	%
Healthcare Technology Systems	16,238		11.6
Consumer Products and Services	14,994		10.7
E-Commerce - Clothing and Accessories	12,137		8.7
Aerospace and Defense	10,096		7.2
Household Products	9,574		6.9
Consumer Finance	8,358		6.0
Infrastructure	7,833		5.6
Business Applications Software	7,081		5.1
Logistics	5,349		3.8
Social/Platform Software	5,203		3.7
Cultivation	4,404		3.2
Life and Health Insurance	4,279		3.1
Software Development Applications	2,510		1.8
Food Products	2,044		1.5
Home Furnishings	1,875		1.3
Communication Software	1,604		1.1
Buildings and Property	1,583		1.1
Advertising / Marketing	760		0.5
Computer Hardware	617		0.4
Elder and Disabled Care	330		0.2
Human Capital Services	186		0.1
Network Management Software	180		0.1
Information Services (B2C)	90		0.1
Business to Business Marketplace	74		0.1
Medical Software and Information Services	24		*
Database Software	11		*
Commercial Services	6		*
Total portfolio company investments	$	139,546	100.0	%

_______________

*Amount represents less than 0.05% of the total portfolio investment,


	December 31, 2020
Investments in Portfolio Companies by Industry (dollars in thousands)	At Fair Value		Percentage of Total Investments
Real Estate Services	$	22,719	18.9	%
Healthcare Technology Systems	15,006		12.5
E-Commerce - Clothing and Accessories	12,005		10.0
Household Products	9,440		7.8
Consumer Finance	8,481		7.0
Infrastructure	7,796		6.5
Logistics	5,343		4.4
Cultivation	5,245		4.4
Business Applications Software	5,223		4.3
Social/Platform Software	5,176		4.3
Aerospace and Defense	5,102		4.2
Life and Health Insurance	4,119		3.4
Software Development Applications	2,482		2.1
Consumer Products and Services	2,439		2.0
Home Furnishings	2,243		1.9
Food Products	2,154		1.8
Buildings and Property	1,819		1.5
Communication Software	1,589		1.3
Computer Hardware	567		0.5
Advertising / Marketing	503		0.4
Elder and Disabled Care	330		0.3
Human Capital Services	203		0.2
Network Management Software	180		0.1
Information Services (B2C)	89		0.1
Business to Business Marketplace	74		0.1
Medical Software and Information Services	24		*
Database Software	11		*
Commercial Services	6		*
Total portfolio company investments	$	120,368	100.0	%

The following table shows the financing product type of our debt investments as of March 31, 2021 and December 31, 2020:


	March 31, 2021				December 31, 2020
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	$	130,203	98.6	%	$	114,188	99.9	%
Convertible notes	74		0.1		73		0.1
Revolver loans	1,714		1.3		—		—
Total debt investments	$	131,991	100.0	%	$	114,261	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 20.7% and 19.9% of our debt investments at fair value as of March 31, 2021 and December 31, 2020, respectively.

Investment Activity

The following table shows the total portfolio investment activity for the three months ended March 31, 2021:


(in thousands)	For the Three Months Ended March 31, 2021
Beginning portfolio at fair value	$	120,368
New debt investments, net(1)	23,833
Scheduled principal amortization	(2,498)
Principal prepayments and early repayments	(4,000)
Accretion of debt investment fees	788
New warrant investments	735
New equity investments	245
Net unrealized gains on investments	75
Ending portfolio at fair value	$	139,546

_______________

(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 our ability or inability to raise equity or debt capital), and other market dynamics.

The following table shows the debt commitments and fundings of debt investments (principal balance) for the three months ended March 31, 2021:


Commitments and Fundings (in thousands)	For the Three Months Ended March 31, 2021
Debt Commitments
New portfolio companies	$	34,558
Existing portfolio companies	9,146
Total(1)	$	43,704

Funded Debt Investments	$	24,376

Equity Investments	$	245

_______________

(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 March 31, 2021 and December 31, 2020, this backlog of potential future commitments totaled $4.3 million and $16.5 million, respectively.

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 highest 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.

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

Yellow (3)

Performing generally below expectations and/or some proactive concern. 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 March 31, 2021 and December 31, 2020:


	March 31, 2021					December 31, 2020
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)	$	10,845	8.2	%	3	$	6,686	5.8	%	2
White (2)	119,565		90.6		25	105,758		92.6		22
Yellow (3)	1,581		1.2		1	1,817		1.6		1
Orange (4)	—		—		—	—		—		—
Red (5)	—		—		—	—		—		—
	$	131,991	100.0	%	29	$	114,261	100.0	%	25

As of March 31, 2021 and December 31, 2020, the weighted average investment ranking of our debt investment portfolio was 1.93 and 1.96, respectively.

Results of Operations

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 March 31, 2021, our net increase in net assets resulting from operations was $1.5 million, which was comprised of $1.4 million of net investment income and $0.1 million of net realized and unrealized gains. On a per common share basis for the three months ended March 31, 2021, net investment income was $0.19 per share and the net increase in net assets from operations was $0.21 per share.

Investment Income

Total investment and other income for the three months ended March 31, 2021 was $4.2 million.

Operating Expenses

Total operating expenses consist of our base management fee, income incentive fee, capital gains incentive fee, interest expenses, administration agreement expenses, and general and administrative expenses. We anticipate that our 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 capital base and our earnings. The capital gains incentive fee will depend on realized and unrealized gains and losses. Interest expenses will generally increase if we draw down on the Credit Facility or issue debt securities, and 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.

Total operating expenses for the three months ended March 31, 2021 were $2.9 million.

Base management fees totaled $0.5 million during the three months ended March 31, 2021.

There were no income incentive fees for the three months ended March 31, 2021.

For the three months ended March 31, 2021, interest and fees on our borrowings totaled $1.8 million.

During the three months ended March 31, 2021, expenses under the Administration Agreement and general and administrative expenses totaled $0.6 million.

Net Realized Gains and Losses and Net Unrealized Gains and Losses

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

For the three months ended March 31, 2021, we recognized net realized gains of $0.1 million.

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

Net change in unrealized gains during the three months ended March 31, 2021 was $0.1 million, resulting primarily from market rate 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 EOT payments. For the three months ended March 31, 2021, interest income totaled $4.2 million, representing a weighted average annualized portfolio yield on total debt investments for the period of 14.3%.

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.

The yield on our total debt portfolio, excluding the impact of prepayments, was 14.0% for the three months ended March 31, 2021.

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 March 31, 2021
Weighted average annualized portfolio yield on total debt investments(2)	14.3	%
Coupon income	10.2	%
Accretion of discount	0.9	%
Accretion of end-of-term payments	2.9	%
Impact of prepayments during the period	0.3	%

_____________

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

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 based on net asset value do not represent actual investment returns to common 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 set forth in this Quarterly Report on Form 10-Q. Total return based on net asset value is the change in ending net asset value per common share plus distributions per common share paid during the period divided by the beginning net asset value per common share. The total return is for the period shown and is not annualized.

For the three months ended March 31, 2021, our total return based on the change in net asset value was 1.4%.

The table below shows our return on average total assets and return on average net asset value for the three months ended March 31, 2021:


Returns on Net Asset Value and Total Assets(1) (dollars in thousands)	For the Three Months Ended March 31, 2021
Net investment income	$	1,363
Net increase in net assets	$	1,501

Average net asset value(2)	$	110,185
Average total assets(2)	$	158,460

Net investment income to average net asset value(3)	5.0		%
Net increase in net assets to average net asset value(3)	5.5		%

Net investment income to average total assets(3)	3.5		%
Net increase in net assets to average total assets(3)	3.8		%

_______________

(1)Net asset value used in ratios represents net asset value to common shareholders and excludes preferred shareholders’ equity.

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

(3)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, 2020 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 our risk factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 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 March 31, 2021, our investment portfolio, valued at fair value in accordance with our Board-approved valuation policy, represented approximately 84.9% of our total assets, as compared to approximately 77.3% of our total assets as of December 31, 2020.

See “Note 4. Investments” in the notes to consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on March 12, 2021 and under “Note 4. Investments” in the notes to 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 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. This “Liquidity and Capital Resources” section should be read in conjunction with “COVID-19 Developments” above.

Cash Flows

During the three months ended March 31, 2021, net cash used in operating activities, consisting primarily of fundings and purchases, sales and repayments of investments and the items described in “Results of Operations” above, was $18.2 million and net cash provided by financing activities was $7.7 million from proceeds received in connection with the issuance of shares of common stock. As of March 31, 2021, cash, including restricted cash, was $23.6 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 entry into additional subscription agreements with investors in a private placement providing for the issuance of additional shares of our common stock in exchange for capital contributions or the issuance of 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. As of March 31, 2021, we had received capital commitments totaling $332.0 million in connection with our private offering of common stock, of which $219.3 million remained available.

Credit Facility

We have $250 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 the Financing Subsidiary to request an increase in the size of the Credit Facility to an amount not to exceed $400 million (including by adding additional lenders under the Credit Facility), subject to certain conditions and the consent of the lenders. The revolving period under the Credit Facility expires on July 15, 2021 and the maturity date of the Credit Facility is scheduled for July 15, 2023. The advances under the Credit Facility accrue interest at a per annum rate equal to the applicable margin plus the lender’s cost of funds rate, which is a floating rate based on certain indices. The applicable margin is equal to 3.50% during the revolving period and increases to 4.50% during the amortization period. See “Note 6. Borrowings” in the notes to consolidated financial statements for more information regarding the terms of the Credit Facility.

As of March 31, 2021 and December 31, 2020, we had outstanding borrowings of $45.0 million and $45.0 million, respectively, under the Credit Facility, excluding deferred credit facility costs of $1.1 million and $1.3 million, respectively, which are included as assets in the consolidated statements of assets and liabilities. We had $205.0 million and $205.0 million of remaining capacity on our Credit Facility as of March 31, 2021 and December 31, 2020, respectively.

Series A Preferred Stock

On May 27, 2020, we sold 525 shares of Series A Cumulative Preferred Stock (the “Series A Preferred Stock”) at a price of $1,000.00 per share, resulting in gross proceeds of $525,000. Distributions, including the payment of dividends and distribution of our assets upon dissolution, liquidation, or winding up, on the Series A Preferred Stock are senior to all other classes and series of our common stock to the extent of the aggregate liquidation preference of the Series A Preferred Stock ($1,000 per share, or the “Liquidation Value”) and all accrued but unpaid dividends and any applicable redemption premium on the Series A Preferred Stock. Dividends on each share of the Series A Preferred Stock are payable semiannually on June 30 and December 31 of each year and accrue at the rate of 12.0% per annum of the sum of the Liquidation Value thereof plus all accumulated and unpaid dividends thereon, from and including the date of issuance to and including the earlier of (1) the date of any liquidation, dissolution, or winding up of the Company or (2) the date on which such share of Series A Preferred Stock is redeemed. Such dividends are generally cumulative with the result that all accrued and unpaid dividends must be fully paid or declared with funds irrevocably set apart for payment for all past dividend periods before any dividend, distribution or payment may be made to holders of outstanding shares of our common stock. See “Liquidity and Capital Resources - Capital Resources and Borrowings” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for more information regarding the Series A Preferred Stock.

Asset Coverage Requirements

We are required under the 1940 Act to meet a coverage ratio of total assets to total borrowings and other senior securities, which include all of our borrowings and any preferred stock, of at least 150%. As of March 31, 2021, our asset coverage for total borrowings and other senior securities was 352%.

Contractual Obligations

The following table shows a summary of our payment obligations for repayment of debt as of March 31, 2021:


Payments Due By Period (in thousands)	March 31, 2021
Payments Due By Period (in thousands)	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Credit Facility	$	45,000	$	—	$	45,000	$	—	$	—

Off-Balance Sheet Arrangements

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 March 31, 2021 and December 31, 2020, our unfunded commitments totaled $104.0 million and $72.5 million, respectively, of which $26.4 million and $16.7 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 March 31, 2021 and December 31, 2020:


Unfunded Commitments(1) (in thousands)	March 31, 2021		December 31, 2020
Material Technologies Corporation	$	10,000	$	10,000
Narvar, Inc.	7,500		3,750
Tempo Interactive Inc.	7,500		—
Dialpad, Inc.	7,000		1,000
Noho Dental, Inc.	5,000		5,000
Ribbon Home, Inc.	6,000		—
Activehours, Inc.	6,000		6,000
Grey Orange International Inc.	5,000		—
Calibrate Health, Inc.	5,000		5,000
HI LLC	5,000		5,000
Curology, Inc.	5,000		5,000
Eightfold AI Inc.	5,000		5,000
Honor Technology, Inc.	4,500		4,500
Blueboard Inc.	4,000		—
Well Dot, Inc.	4,000		4,000
TFG Holding, Inc.	3,000		3,000
Forte Labs, Inc.	2,500		2,500
Hello Digit, Inc.	2,500		2,500
Divvy Homes Inc.	2,500		—
VanMoof Global Holding B.V.	2,513		—
Swift Navigation, Inc.	2,000		2,000
Clutter Inc.	2,000		6,000
Dumpling, Inc.	500		500
Tide Platform Limited	—		1,706
Total	$	104,013	$	72,456

_____________

(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 March 31, 2021 and December 31, 2020:


Unfunded Commitments(1) (in thousands)	March 31, 2021		December 31, 2020
Dependent on milestones	$	26,375	$	16,706
Expiring during:
2021	$	64,250	$	55,456
2022	39,763		17,000
Total	$	104,013	$	72,456

_______________

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

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 gross 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 counterparties’ credit profile. The unfunded commitment liability reflects the fair value of these future funding commitments.

Common Stock Distributions

We intend to elect to be treated, and intend to qualify annually, as a RIC under the Code. To obtain and 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 year ended December 31, 2020, 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 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 current period or certain cumulative periods based on the requirements of Section 19(a) of the 1940 Act, we will send a written Section 19(a) notice to our registered stockholders 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 specific tax characteristics of our distributions will be reported to stockholders after the end of the taxable year. We intend to pay quarterly distributions to our common stockholders.

The following table shows our cash distributions per common share that have been authorized by our Board since commencement of operations to March 31, 2021. All distributions included in the below table represent ordinary income as our earnings exceeded distributions for the relevant period.

Period Ended

Date Announced

Record Date

Payment Date

Per Share Amount

December 31, 2020

November 12, 2020

November 13, 2020

November 20, 2020

0.15

December 31, 2020

December 21, 2020

December 22, 2020

December 30, 2020

0.30

December 31, 2020

December 21, 2020

December 22, 2020

December 30, 2020

0.14

(1)

Total cash distributions

0.59

_____________

(1)Represents a special distribution sourced from net realized short-term capital gains.

As of March 31, 2021, we estimated that we had undistributed taxable earnings from distributable earnings of $2.7 million, or $0.36 per common share.

Recent Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, “Reference rate reform (Topic 848)—Facilitation of the effects of reference rate reform on financial reporting.” The amendments in this update provide optional expedients and exceptions for applying U.S. GAAP to certain contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform and became effective upon issuance for all entities. The standard is effective as of March 12, 2020 through December 31, 2022. The adoption of these rules did not have a material impact on the consolidated financial statements.

Recent Developments

Distribution

On May 12, 2021, the Board declared a $0.30 per share distribution, payable on May 19, 2021 to stockholders of record on May 13, 2021.

Capital Commitments and Issuance of Shares

On May 14, 2021, we issued and sold in an exempt offering 226,924 shares of our common stock, which share amount was based on our receipt of aggregate proceeds of $3.5 million minus the aggregate organizational expenses allocable to the participating investor. The issuance was exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Regulation D thereunder.

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; 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 experienced a higher level of stress due to the global COVID-19 pandemic, which has resulted in an increase in the level of volatility across such markets and in 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, including LIBOR and Prime 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.

In connection with the COVID-19 pandemic, the U.S. Federal Reserve and other central banks have reduced certain interest rates and LIBOR has decreased. 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 Prime 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 March 31, 2021, a majority of the debt investments (approximately 67.7%, or $88.9 million in principal balance) in our portfolio bore interest at floating rates, which generally are Prime-based, all of which have interest rate floors. 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.

As of March 31, 2021, our floating rate borrowings totaled $45.0 million. The following table shows the annual impact on net investment income of 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 March 31, 2021 consolidated statements 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	$	1,669	$	(3,368)	$	(1,699)
Up 200 basis points	$	867	$	(2,118)	$	(1,251)
Up 100 basis points	$	427	$	(868)	$	(441)
Up 50 basis points	$	210	$	(243)	$	(33)
Down 50 basis points	$	—	$	—	$	—
Down 100 basis points	$	—	$	—	$	—
Down 200 basis points	$	—	$	—	$	—
Down 300 basis points	$	—	$	—	$	—

This analysis is indicative of the potential impact on our investment income as of March 31, 2021, 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 borrowings under the Credit Facility and other borrowings, and such borrowings, to the extent they are floating rate borrowings, all else being equal, will increase our investment income sensitivity to 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 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 rate may have an impact on unrealized gains and losses during quarterly reporting periods. Based on our assessment of the interest rate risk, as of March 31, 2021, 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, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of lower interest 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.

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of March 31, 2021 (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 of achieving the desired control objectives, 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 March 31, 2021 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

Neither we, the Adviser, nor our subsidiaries are currently subject to any material pending legal proceedings, other than ordinary routine litigation incidental to our businesses. We, the Adviser, and our subsidiaries may from time to time, however, be involved in litigation arising out of our operations in the normal course of business or otherwise. Furthermore, third parties may seek to impose liability on us in connection with the activities of our portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, we do not expect any current matters will materially affect our financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on our financial condition or results of operations in any future reporting period.

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.

There have been no material changes during the three months ended March 31, 2021 to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020 (filed with the SEC on March 12, 2021), which could materially affect our business, financial condition or operating results.

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

Except as previously reported by us on our current reports on Form 8-K, we did not sell any equity securities during the period covered by this Quarterly Report on Form 10-Q that were not registered under the Securities Act.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:


2.1			Purchase and Sale Agreement, dated as of May 27, 2020, by and among TriplePoint Global Venture Credit, LLC, and TriplePoint Capital LLC and TriplePoint Financial LLC(1)

3.1			Articles of Incorporation(2)

3.2			Articles Supplementary(3)

3.3			Bylaws(4)

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(*)

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

(1)Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 814-01327) filed on May 27, 2020.

(2)Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 814-01327) filed on May 27, 2020.

(3)Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 814-01327) filed on May 27, 2020.

(4)Incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K (File No. 814-01327) filed on May 27, 2020.

(*)Filed 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 Private Venture Credit Inc.

Date: May 14, 2021

By:

/s/ James P. Labe

James P. Labe

Chief Executive Officer and Chairman of the Board of Directors

(Principal Executive Officer)

Date: May 14, 2021

By:

/s/ Christopher M. Mathieu

Christopher M. Mathieu

Chief Financial Officer

(Principal Financial and Accounting Officer)

TriplePoint Private Venture Credit Inc. - FORM 10-Q - May 14, 2021

Attached files

TriplePoint Private Venture Credit Inc. Reports