16 unchanged sentences
impact of investments that we expect to make;
−Removed: related to investments in growth-stage companies, other venture capital-backed companies,
−Removed: and generally U.S.
+Added: related to investments in growth-stage companies, other venture capital-backed companies, and generally U.S.
contractual arrangements and relationships with third parties;
ability to make distributions;
−Removed: dependence of our future success on the general economy and its impact on the industries
−Removed: in which we invest;
+Added: dependence of our future success on the general economy and its impact on the industries in which we invest;
related to the uncertainty of the value of our portfolio investments;
2 unchanged sentences
expected financings and investments;
−Removed: impact of changes in laws or regulations (including the interpretation thereof), including
−Removed: tax laws, on our operations and/or the operation of our portfolio companies;
+Added: impact of changes in laws or regulations (including the interpretation thereof), including tax laws, on our operations and/or the
+Added: operation of our portfolio companies;
adequacy of our cash resources and working capital;
4 unchanged sentences
statements, including, without limitation:
−Removed: economic downturn could impair our portfolio companies’ ability to continue to operate,
−Removed: which could lead to the loss of some or all of our investments in such portfolio companies;
−Removed: economic downturn could disproportionately impact the market sectors in which a significant
−Removed: portion of our portfolio is concentrated, causing us to suffer losses in our portfolio;
−Removed: contraction of available credit and/or an inability to access the equity markets could impair
−Removed: our investment activities;
−Removed: in inflation or an inflationary economic environment could adversely affect our portfolio
−Removed: companies’ operating results, causing us to suffer losses in our portfolio;
−Removed: rate volatility could adversely affect our results, particularly because we use leverage
−Removed: as part of our investment strategy;
−Removed: risks, uncertainties and other factors we identify in the sections entitled “Risk Factors”
−Removed: in our quarterly reports on Form 10-Q, our annual report on Form 10-K, and in our other filings
−Removed: with the SEC.
−Removed: we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove
−Removed: to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate.
−Removed: Important assumptions
−Removed: include our ability to originate new investments, certain margins and levels of profitability and the availability of additional capital.
−Removed: In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this quarterly report on Form
−Removed: 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved.
−Removed: These risks and uncertainties include
−Removed: those described or identified in our quarterly reports on Form 10-Q and our annual report on Form 10-K, in the “Risk Factors”
−Removed: You should not place undue reliance on these forward-looking statements, which apply only as of the date of this quarterly
−Removed: report on Form 10-Q.
−Removed: The following analysis of our financial condition and results of operations should be read in conjunction with our
−Removed: consolidated financial statements and the related notes thereto contained elsewhere in this quarterly report on Form 10-Q.
−Removed: are an internally-managed, non-diversified closed-end management investment company that has elected to be regulated as a business development
−Removed: company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and has elected to be
−Removed: treated, and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue
−Removed: Code of 1986, as amended (the “Code”).
+Added: economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some
+Added: or all of our investments in such portfolio companies;
+Added: economic downturn could disproportionately impact the market sectors in which a significant portion of our portfolio is concentrated,
+Added: causing us to suffer losses in our portfolio;
+Added: contraction of available credit and/or an inability to access the equity markets could impair our investment activities;
+Added: in inflation or an inflationary economic environment could adversely affect our portfolio companies’ operating results, causing
+Added: us to suffer losses in our portfolio;
+Added: rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy;
+Added: risks, uncertainties and other factors we identify in the sections entitled “Risk Factors” in our quarterly reports on
+Added: Form 10-Q, our annual report on Form 10-K, and in our other filings with the SEC.
+Added: we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could
+Added: prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate.
+Added: Important assumptions include our ability to originate new investments, certain margins and levels of profitability and the
+Added: availability of additional capital.
+Added: In light of these and other uncertainties, the inclusion of a projection or forward-looking
+Added: statement in this quarterly report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will
+Added: These risks and uncertainties include those described or identified in our quarterly reports on Form 10-Q and our
+Added: annual report on Form 10-K, in the “Risk Factors” sections.
+Added: You should not place undue reliance on these forward-looking
+Added: statements, which apply only as of the date of this quarterly report on Form 10-Q.
+Added: The following analysis of our financial condition
+Added: and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes
+Added: thereto contained elsewhere in this quarterly report on Form 10-Q.
+Added: are an internally managed, non-diversified closed-end management investment company that has elected to be regulated as a business
+Added: development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and has elected to be treated, and intends to
+Added: qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).
investment objective is to maximize our portfolio’s total return, principally by seeking capital gains on our equity and equity-related
5 unchanged sentences
In addition, we may invest
−Removed: in private credit and in the founders equity, founders warrants, forward purchase agreements, and private investment in public equity
−Removed: (“PIPE”) transactions of special purpose acquisition companies (“SPACs”).
−Removed: We may also invest on an opportunistic
−Removed: basis in select publicly traded equity securities or certain non-U.S.
−Removed: companies that otherwise meet our investment criteria, subject
−Removed: to applicable requirements of the 1940 Act.
−Removed: To the extent we make investments in private equity funds and hedge funds that are excluded
−Removed: from the definition of “investment company” under the 1940 Act by Section 3(c)(1) or 3(c)(7) of the 1940 Act, we will limit
−Removed: such investments to no more than 15% of our net assets.
+Added: in private credit and in the founders equity, founders warrants, forward purchase agreements, and private investment in public equity (“PIPE”) transactions of special purpose acquisition companies (“SPACs”).
+Added: also invest on an opportunistic basis in select publicly traded equity securities or certain non-U.S.
+Added: companies that otherwise meet our
+Added: investment criteria, subject to applicable requirements of the 1940 Act.
+Added: To the extent we make investments in private equity funds and
+Added: hedge funds that are excluded from the definition of “investment company” under the 1940 Act by Section 3(c)(1) or 3(c)(7)
+Added: of the 1940 Act, we will limit such investments to no more than 15% of our net assets.
regard to the regulatory requirements for BDCs under the 1940 Act, some of these investments may not qualify as investments in “eligible
8 unchanged sentences
investment philosophy is based on a disciplined approach of identifying promising investments in high-growth, venture-backed companies
−Removed: across several key industry themes which may include, among others, social/mobile, cloud computing and big data, internet commerce, financial
−Removed: technology, mobility, and enterprise software.
+Added: across several key industry themes which may include, among others, social/mobile/consumer, cloud computing and big data, internet commerce, financial
+Added: technology, mobility, enterprise software, and sustainability.
Our investment decisions are based on a disciplined analysis of available information
27 unchanged sentences
discretionary bonuses and restricted stock grants.
−Removed: as otherwise disclosed herein, this Form 10-Q discusses our business and operations as an internally-managed BDC during the period covered
−Removed: by this Form 10-Q.
and Investment Activity
−Removed: Months Ended September 30, 2023
−Removed: value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as
−Removed: changes in the composition of our portfolio resulting from purchases of new and follow-on investments and the sales of existing
−Removed: The fair value, as of September 30, 2023, of all of our portfolio investments, excluding short-term U.S.
−Removed: bills, was $193,492,718.
−Removed: the nine months ended September 30, 2023, we funded investments in an aggregate amount of $21,133,257 (not including capitalized
−Removed: transaction costs or investments in short-term U.S.
+Added: Months Ended March 31, 2024
+Added: value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes
+Added: in the composition of our portfolio resulting from purchases of new and follow-on investments and the sales of existing investments.
+Added: The fair value, as of March 31, 2024, of all of our portfolio investments, excluding short-term U.S.
+Added: Treasury bills, was $175,015,571.
+Added: the three months ended March 31, 2024, we funded investments in an aggregate amount of $9,999,996 (not including capitalized transaction
+Added: costs or investments in short-term U.S.
Treasury bills) as shown in the following table:
2 unchanged sentences
Gross Payments
−Removed: Orchard Technologies, Inc.
−Removed: Preferred shares, Series 1
−Removed: True Global Ventures 4 Plus Pte Ltd (2)
−Removed: Limited Partner Fund Investment
−Removed: Simple Agreement for Future Equity (SAFE)
−Removed: ServiceTitan, Inc.
−Removed: Common shares
−Removed: FourKites, Inc.
−Removed: Common shares
−Removed: Shogun Enterprises, Inc.
−Removed: (d/b/a Hearth) (3)
−Removed: Preferred shares, Series B-4
−Removed: Stake Trade, Inc.
−Removed: (d/b/a Prophet Exchange)
−Removed: Simple Agreement for Future Equity (SAFE)
−Removed: January 13, 2023, we invested $2.0 million in Orchard Technologies, Inc.’s Series 1 Senior Preferred financing round.
−Removed: of the transaction, we exchanged a portion of our existing Series D Preferred shares investment for Series 1 Senior Preferred
−Removed: shares, Series 2 Senior Preferred shares, and Common shares.
−Removed: Additionally, our previous investment in the Simple Agreement for
−Removed: Future Equity was converted into additional Series 1 Senior Preferred shares.
−Removed: (2) On March 31, 2023, the
−Removed: previously unfunded capital commitment of $1.3 million was deemed fully contributed in lieu
−Removed: of cash distributions.
−Removed: On March 31, 2023, the full $2.0 million capital commitment to True Global Ventures 4 Plus Fund LP had been called
−Removed: July 12, 2023, we invested $0.5 million in Shogun Enterprises, Inc.
−Removed: Hearth)’s Series B-4 Preferred financing round.
−Removed: As part of the transaction, the previous
−Removed: investment in the Convertible Note was converted into Series B-3 Preferred shares.
−Removed: Additionally,
−Removed: we received Common Warrants as part of the transaction.
−Removed: the nine months ended September 30, 2023, we capitalized fees of $33,676.
−Removed: the nine months ended September 30, 2023, we exited or received proceeds from investments in the amount of $9,658,163, net of transaction
−Removed: costs, and realized a net loss on investments of $14,542,137 (including adjustments to amounts held in escrow receivable) as shown
−Removed: in following table:
+Added: Supplying Demand, Inc.
+Added: (d/b/a Liquid Death)
+Added: Preferred shares, Series F-1
+Added: the three months ended March 31, 2024, we capitalized fees of $3,938.
+Added: the three months ended March 31, 2024, we exited or received proceeds from investments in the amount of $318,316, net of transaction
+Added: costs, and realized a net loss on investments of $424,074 (including adjustments to amounts held in escrow receivable) as shown in following
Portfolio Company
−Removed: Transaction Date
−Removed: Average Net Share Price (1)
−Removed: Realized Gain/(Loss) (2)
−Removed: NewLake Capital Partners, Inc.
−Removed: (f/k/a GreenAcreage Real Estate Corp.) (4)
Nextdoor Holdings, Inc.
−Removed: Rent the Runway, Inc.
−Removed: Residential Homes for Rent, LLC (d/b/a Second Avenue) (7)
−Removed: True Global Ventures 4 Plus Pte Ltd (8)
−Removed: Ozy Media, Inc.
−Removed: (10,945,024 )
−Removed: $ (14,689,009 )
−Removed: average net share price is the net share price realized after deducting all commissions and
−Removed: fees on the sale(s), if applicable.
+Added: PSQ Holdings, Inc.
+Added: (d/b/a PublicSquare) - Warrants (4)
+Added: average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable.
gain/(loss) does not include adjustments to amounts held in escrow receivable.
−Removed: of March 8, 2023, we had sold our remaining Kahoot!
−Removed: ASA public common shares.
−Removed: of September 30, 2023, we held 105,820 remaining NewLake Capital Partners, Inc.
−Removed: public common
−Removed: of September 30, 2023, we held 262,420 remaining Nextdoor Holdings, Inc.
−Removed: public common shares.
−Removed: of January 4, 2023, we had sold our remaining Rent the Runway, Inc.
+Added: of February 23, 2024, we had sold our remaining Nextdoor Holdings, Inc.
public common shares.
−Removed: the nine months ended September 30, 2023, approximately $0.9 million was received from Residential
−Removed: Homes for Rent, LLC (d/b/a Second Avenue) related to the 15% term loan due December 23, 2023.
−Removed: Of the proceeds received, approximately $0.8 million repaid a portion of the outstanding
−Removed: principal and the remaining was attributed to interest.
−Removed: previously unfunded capital commitment of $1.3 million was deemed fully contributed in lieu
−Removed: of cash distributions.
−Removed: May 4, 2023, we abandoned our investment in Ozy Media, Inc.
−Removed: Months Ended September 30, 2022
−Removed: value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as
−Removed: changes in the composition of our portfolio resulting from purchases of new and follow-on investments and the sales of existing
−Removed: The fair value, as of September 30, 2022, of all of our portfolio investments, excluding short-term U.S.
−Removed: bills, was $157,747,892.
−Removed: the nine months ended September 30, 2022, we funded investments in an aggregate amount of $13,415,076 (not including capitalized transaction
−Removed: costs) as shown in the following table:
+Added: of March 31, 2024, we held 2,296,037 remaining PSQ Holdings, Inc.
+Added: (d/b/a PublicSquare) warrants.
+Added: the three months ended March 31, 2024, we did not write-off any investments.
+Added: Months Ended March 31, 2023
+Added: value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes
+Added: in the composition of our portfolio resulting from purchases of new and follow-on investments and the sales of existing investments.
+Added: The fair value, as of March 31, 2023, of all of our portfolio investments, excluding U.S.
+Added: Treasury bills, was $165,088,040.
+Added: the three months ended March 31, 2023, we funded investments in an aggregate amount of $3,330,000 (not including capitalized transaction
+Added: costs or investments in short-term U.S.
+Added: Treasury investments) as shown in the following table:
Portfolio Company
1 unchanged sentence
Gross Payments
−Removed: Shogun Enterprises, Inc.
−Removed: Convertible Note 0.5%, Due 4/18/2024
−Removed: EDGE Markets, Inc.
−Removed: Preferred Shares, Series Seed
−Removed: Preferred Shares, Series C
−Removed: Xgroup Holdings Limited (d/b/a Xpoint)
−Removed: Convertible Note 6%, Due 8/17/2023
Orchard Technologies, Inc.
−Removed: Simple Agreement for Future Equity (SAFE)
−Removed: Forge Global, Inc.
−Removed: Common Shares
−Removed: and effective August 5, 2022, SuRo Capital Corp.
−Removed: notified Forge Global, Inc.
−Removed: of its intent
−Removed: to net exercise via cashless settlement its 230,144 common warrants in Forge Global, Inc.
−Removed: into 53,283 shares of Forge Global Inc.’s public common stock, pursuant to the net
−Removed: exercise formula in the warrant agreement.
−Removed: The exercise was effectuated on September 30,
−Removed: the nine months ended September 30, 2022, we capitalized fees of $26,206.
−Removed: the nine months ended September 30, 2022, we exited or received proceeds from investments in the amount of $7,776,744, net of transaction
−Removed: costs, and realized a net loss on investments of $4,011,047 (including adjustments to amounts held in escrow receivable) as
−Removed: shown in following table:
−Removed: Portfolio Company
−Removed: Transaction Date
−Removed: Average Net Share Price (1)
−Removed: Realized Gain/(Loss) (2)
−Removed: NewLake Capital Partners, Inc.
−Removed: (f/k/a GreenAcreage Real Estate Corp.) (3)
−Removed: Rover Group, Inc.
−Removed: Rent the Runway, Inc.
−Removed: Residential Homes for Rent, LLC (d/b/a Second Avenue) (6)
+Added: Preferred shares, Series 1
True Global Ventures 4 Plus Pte Ltd (2)
−Removed: Palantir Lending Trust SPV I (8)
−Removed: Enjoy Technology, Inc.
−Removed: $ (3,999,964 )
−Removed: average net share price is the net share price realized after deducting all commissions and
−Removed: fees on the sale(s), if applicable.
+Added: Limited Partner Fund Investment
+Added: January 13, 2023, we invested $2.0 million in Orchard Technologies, Inc.’s Series 1 Senior Preferred financing
+Added: As part of the transaction, we exchanged a portion of our existing Series D Preferred shares investment for
+Added: Series 1 Senior Preferred shares, Series 2 Senior Preferred shares, and Common shares.
+Added: Additionally, our previous
+Added: investment in the Simple Agreement for Future Equity was converted into additional Series 1 Senior Preferred shares.
+Added: previously unfunded capital commitment of $1.3 million was deemed fully contributed in lieu of cash distributions.
+Added: the three months ended March 31, 2023, we capitalized fees of $3,698.
+Added: the three months ended March 31, 2023, we exited or received proceeds from investments in the amount of $4,190,159, net of transaction
+Added: costs, and realized a net gain on investments of $189,343 (including adjustments to amounts held in escrow receivable) as shown in following
+Added: Rent the Runway,
+Added: NewLake Capital Partners,
+Added: (f/k/a GreenAcreage Real Estate Corp.) (5)
+Added: Residential Homes for Rent,
+Added: LLC (d/b/a Second Avenue) (6)
+Added: Global Ventures 4 Plus Pte Ltd (7)
+Added: average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable.
gain/(loss) does not include adjustments to amounts held in escrow receivable.
−Removed: of September 30, 2022, we held 232,133 remaining NewLake Capital Partners,
+Added: of January 4, 2023, we had sold our remaining Rent the Runway, Inc.
public common shares.
−Removed: of September 30, 2022, we held 106,854 remaining Rover Group, Inc.
−Removed: common shares.
−Removed: of September 30, 2022, we held 229,191 remaining Rent the Runway, Inc.
−Removed: common shares.
−Removed: the nine months ended September 30, 2022, approximately $0.9 million has been received from
−Removed: Residential Homes for Rent, LLC (d/b/a Second Avenue) related to the 15% term loan due December
−Removed: Of the proceeds received, approximately $0.8 million repaid a portion of the outstanding
−Removed: principal and the remaining was attributed to interest.
−Removed: May 31, 2022, we received an $874,470 cash distribution from True Global
−Removed: Ventures 4 Plus Pte Ltd.
−Removed: we expect to receive three additional distributions
−Removed: from True Global Ventures 4 Plus of varying amounts.
−Removed: July 14, 2022, a final payment was received for the remaining 512,290 Class A common shares
−Removed: of Palantir Technologies, Inc.
−Removed: that comprised the beneficial equity interest in underlying
−Removed: The realized gain from our investment in Palantir Lending
−Removed: Trust SPV I is generated by the proceeds from the sale of shares collateralizing the repaid
−Removed: promissory note to Palantir Lending Trust SPV I and attributable to the Equity Participation
−Removed: in Underlying Collateral.
−Removed: of August 12, 2022, we had sold all our public common shares of Enjoy Technology,
−Removed: the nine months ended September 30, 2022, we did not write-off any investments and our OneValley, Inc.
−Removed: (f/k/a NestGSV, Inc.) Series B
−Removed: preferred warrants with a strike price of $2.31 expired on May 29, 2022.
+Added: of March 8, 2023, we had sold our remaining Kahoot!
+Added: ASA public common shares.
+Added: of March 31, 2023, we held 105,820 remaining NewLake Capital Partners, Inc.
+Added: public common shares.
+Added: the three months ended March 31, 2023, approximately $0.3 million has been received from Residential Homes for Rent, LLC (d/b/a Second
+Added: Avenue) related to the 15% term loan due December 23, 2023.
+Added: Of the proceeds received, approximately $0.3 million repaid a portion
+Added: of the outstanding principal and the remaining was attributed to interest.
+Added: previously unfunded capital commitment of $1.3 million was deemed fully contributed in lieu of cash distributions.
+Added: the three months ended March 31, 2023, we did not write-off any investments.
of Operations
−Removed: of the Nine Months Ended September 30, 2023 and 2022
−Removed: results for the three and nine months ended September 30, 2023 and 2022 are as follows:
−Removed: Three Months Ended
−Removed: September 30,
−Removed: Nine Months Ended
−Removed: September 30,
+Added: of the Three Months Ended March 31, 2024 and 2023
+Added: results for the three months ended March 31, 2024 and 2023 are as follows:
+Added: Three Months Ended March 31,
Total Investment Income
11 unchanged sentences
$ (4,221,765 )
−Removed: $ (10,695,531 )
−Removed: $ (11,844,826 )
−Removed: Net realized loss on investments
−Removed: (14,542,137 )
+Added: Net realized gain/(loss) on investments
Net change in unrealized appreciation/(depreciation) of investments
(18,418,370 )
−Removed: (103,929,610 )
Net Change in Net Assets Resulting from Operations
$ (22,065,346 )
−Removed: $ (119,785,483 )
−Removed: income increased to $1,465,746 for the three months ended September 30, 2023 from $519,511 for the three months ended September 30,
−Removed: The net increase between periods was due to the addition of interest income from short-term U.S.
−Removed: Treasury bills and an
−Removed: increase in interest income from Architect Capital PayJoy SPV, LLC.
−Removed: The increase was offset by a decrease in interest income from
−Removed: Residential Homes for Rent, LLC (d/b/a Second Avenue), Xgroup Holdings Limited (d/b/a Xpoint), and Shogun Enterprises, Inc.
−Removed: Hearth), plus a decrease in dividend income from NewLake Capital Partners, Inc.
−Removed: (f/k/a GreenAcreage Real Estate Corp.) and a
−Removed: cessation in dividend income from Treehouse Real Estate Investment Trust, Inc.
−Removed: during the three months ended September 30, 2023,
−Removed: relative to the three months ended September 30, 2022.
−Removed: income increased to $4,137,046 for the nine months ended September 30, 2023 from $1,993,242 for the nine months ended September 30,
−Removed: The net increase between periods was due to the addition of interest income from short-term U.S.
−Removed: Treasury Bills and Xgroup
−Removed: Holdings Limited (d/b/a Xpoint).
−Removed: The increase was offset by a decrease in interest income from Architect Capital PayJoy SPV, LLC,
−Removed: Residential Homes for Rent, LLC (d/b/a Second Avenue), plus a decrease in dividend income from NewLake Capital Partners, Inc.
−Removed: GreenAcreage Real Estate Corp.) and a cessation in dividend income from Treehouse Real Estate Investment Trust, Inc.
−Removed: during the nine
−Removed: months ended September 30, 2023, relative to the nine months ended September 30, 2022.
−Removed: operating expenses decreased to $4,134,172 for the three months ended September 30, 2023 from $4,328,744 for the three months ended
−Removed: September 30, 2022.
−Removed: The decrease in operating expense was primarily due a decrease in professional fees and other expenses, offset
−Removed: by an increase in compensation expense associated with an increased headcount and stock-based compensation expense during the three
−Removed: months ended September 30, 2023, relative to the three months ended September 30, 2022.
−Removed: operating expenses increased to $14,832,577 for the nine months ended September 30, 2023 from $13,838,068 for the nine months ended
−Removed: September 30, 2022.
−Removed: The increase in operating expense was primarily due to an increase in compensation expense associated with an
−Removed: increased headcount, stock-based compensation expense and income tax expense related to blocker corporations, offset by a
−Removed: decrease in professional fees during the nine months ended September 30, 2023, relative to the nine months ended September 30,
+Added: income increased to $1,528,091 for the three months ended March 31, 2024 from $1,299,082 for the three months ended March 31, 2023.
+Added: The net increase between periods was due to increases in interest on idle cash and interest income from Architect Capital PayJoy
+Added: The increase was offset by a decrease in interest income from U.S.
+Added: Treasury Bills and Residential Homes for Rent, LLC
+Added: (d/b/a Second Avenue), and a decrease in dividend income from NewLake Capital Partners, Inc.
+Added: (f/k/a GreenAcreage Real Estate Corp.)
+Added: during the three months ended March 31, 2024, relative to the three months ended ended March 31, 2023.
+Added: operating expenses decreased to $4,750,993 for the three months ended March 31, 2024 from $5,520,847 for the three months ended
+Added: March 31, 2023.
+Added: The decrease in operating expense was primarily due to a decrease in income tax expense related to blocker
+Added: corporations and professional fees, offset by an increase in compensation expense associated with an increased headcount and
+Added: stock-based compensation expense during the three months ended March 31, 2024, relative to the three months ended March 31, 2023.
Investment Loss
−Removed: the three months ended September 30, 2023, we recognized a net investment loss of $2,668,426 ,
−Removed: compared to a net investment loss of $3,809,233 for the three months ended September 30, 2022.
−Removed: The change between periods resulted
−Removed: from an increase in total investment income and a decrease in operating expenses during the three months ended September 30, 2023,
−Removed: relative to the three months ended September 30, 2022.
−Removed: the nine months ended September 30, 2023, we recognized a net investment loss of $10,695,531 , compared to a net investment loss of
−Removed: $11,844,826 for the nine months ended September 30, 2022.
−Removed: The change between periods resulted from an increase in total investment income,
−Removed: offset by an increase in operating expenses during the nine months ended September 30, 2023, relative to the nine
−Removed: months ended September 30, 2022.
+Added: the three months ended March 31, 2024, we recognized a net investment loss of $3,222,902, compared to a net investment loss of
+Added: $4,221,765 for the three months ended March 31, 2023.
+Added: The change between periods resulted from an increase in total investment
+Added: income and a decrease in operating expenses during the three months ended March 31, 2024, relative to the three months ended March
Realized Loss on Investments
−Removed: the three months ended September 30, 2023, we recognized a net realized loss on our investments of $1,461,281, compared to a net
−Removed: realized loss of $5,141,097 for the three months ended September 30, 2022.
−Removed: the nine months ended September 30, 2023, we recognized a net realized loss on our investments of $14,542,137, compared to a net
−Removed: realized loss of $4,011,047 for the nine months ended September 30, 2022.
−Removed: The components of our net realized gains on portfolio
−Removed: investments for the nine months ended September 30, 2023 and 2022, excluding short-term U.S.
−Removed: Treasury bills and fluctuations
−Removed: in escrow receivables estimates, are reflected in the tables above, under “—Portfolio and Investment
+Added: the three months ended March 31, 2024, we recognized a net realized loss on our investments of $424,074, compared to a net realized
+Added: gain of $189,343 for the three months ended March 31, 2023.
+Added: The components of our net realized losses on portfolio investments for
+Added: the three months ended March 31, 2024 and 2023, excluding short-term U.S.
+Added: Treasury bills and fluctuations in escrow receivables estimates,
+Added: are reflected in the tables above, under “—Portfolio and Investment Activity.”
Change in Unrealized Appreciation/(Depreciation) of Investments
−Removed: the three months ended September 30, 2023 and 2022, we had a net change in unrealized appreciation/(depreciation) of $29,323,067 and
−Removed: $(36,951,920), respectively.
−Removed: The following tables summarize, by portfolio company, the significant changes in unrealized
−Removed: appreciation/(depreciation) of our investment portfolio for the three months ended September 30, 2023 and 2022.
−Removed: Portfolio Company
−Removed: Net Change in Unrealized Appreciation/(Depreciation) For the Three Months Ended September 30, 2023
−Removed: Portfolio Company
−Removed: Net Change in Unrealized Appreciation/(Depreciation) For the Three Months Ended September 30, 2022
−Removed: Learneo, Inc.
−Removed: (f/k/a Course Hero, Inc.)
−Removed: Enjoy Technology, Inc.
−Removed: ServiceTitan, Inc.
−Removed: NewLake Capital Partners, Inc.
−Removed: (f/k/a GreenAcreage Real Estate Corp.) (1)
−Removed: Forge Global, Inc.
−Removed: StormWind, LLC
−Removed: Orchard Technologies, Inc.
−Removed: Skillsoft Corp.
−Removed: Aspiration Partners, Inc.
−Removed: Course Hero, Inc.
−Removed: Shogun Enterprises, Inc.
−Removed: Varo Money, Inc.
−Removed: Aspiration Partners, Inc.
−Removed: Forge Global Holdings, Inc.
−Removed: (17,782,022 )
−Removed: $ (36,951,920 )
−Removed: change in unrealized appreciation/(depreciation) reflected for these investments resulted
−Removed: in full or in part from the full or partial exit of the investment, which resulted in the
−Removed: reversal of previously accrued unrealized appreciation/(depreciation), as applicable.
−Removed: represents investments for which individual changes in unrealized appreciation/(depreciation)
−Removed: was less than $1.0 million for the three months ended September 30, 2023 and 2022.
−Removed: the nine months ended September 30, 2023 and 2022, we had a net change in unrealized appreciation/(depreciation) of $39,427,513 and $(103,929,610),
−Removed: respectively.
−Removed: The following tables summarize, by portfolio company, the significant changes in unrealized appreciation/(depreciation)
−Removed: of our investment portfolio for the nine months ended September 30, 2023 and 2022.
+Added: the three months ended March 31, 2024, we had a net change in unrealized appreciation/(depreciation) of $(18,418,370).
+Added: For the three
+Added: months ended March 31, 2023, we had a net change in unrealized appreciation/(depreciation) of $8,648,931.
+Added: The following tables summarize,
+Added: by portfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for the three months
+Added: ended March 31, 2024 and 2023.
Portfolio Company
−Removed: Net Change in Unrealized
−Removed: Appreciation/(Depreciation) For the Nine Months Ended
−Removed: September 30, 2023
+Added: Net Change in
+Added: Appreciation/(Depreciation)
+Added: For the Three Months
+Added: March 31, 2024
Portfolio Company
Net Change in Unrealized
−Removed: Appreciation/(Depreciation) For the Nine Months Ended
−Removed: September 30, 2022
−Removed: PSQ Holdings, Inc.
−Removed: (d/b/a PublicSq.)
−Removed: True Global Ventures 4 Plus Fund Pte Ltd (1)
−Removed: Learneo, Inc.
−Removed: (f/k/a Course Hero, Inc.)
−Removed: Ozy Media, Inc.
−Removed: StormWind, LLC
−Removed: Nextdoor Holdings, Inc.
−Removed: Blink Health, Inc.
−Removed: Shogun Enterprises, Inc.
−Removed: (d/b/a Hearth)
−Removed: NewLake Capital Partners, Inc.
−Removed: (f/k/a GreenAcreage Real Estate Corp.) (1)
+Added: Appreciation/(Depreciation)
+Added: For the Three Months
+Added: March 31, 2023
ServiceTitan, Inc.
−Removed: Neutron Holdings, Inc.
−Removed: (d/b/a/ Lime)
+Added: Colombier Sponsor LLC
+Added: FourKites, Inc.
Varo Money, Inc.
−Removed: Shogun Enterprises, Inc.
+Added: Forge Global, Inc.
Aspiration Partners, Inc.
−Removed: Rover Group, Inc.
+Added: Residential Homes for Rent, LLC (d/b/a Second Avenue)
Orchard Technologies, Inc.
−Removed: Varo Money, Inc.
−Removed: Aspiration Partners, Inc.
−Removed: Skillsoft Corp.
−Removed: Nextdoor Holdings, Inc.
−Removed: Forge Global Holdings, Inc.
−Removed: (17,541,727 )
−Removed: Course Hero, Inc.
+Added: StormWind, LLC
+Added: Learneo, Inc.
+Added: (f/k/a Course Hero, Inc.)
(12,999,032 )
$ (18,418,370 )
−Removed: change in unrealized appreciation/(depreciation) reflected for these investments resulted
−Removed: in full or in part from the full or partial exit of the investment, which resulted in the
−Removed: reversal of previously accrued unrealized appreciation/(depreciation), as applicable.
−Removed: represents investments for which individual changes in unrealized appreciation/(depreciation)
−Removed: was less than $1.0 million for the nine months ended September 30, 2023 and 2022.
−Removed: refer to “Note 12—Subsequent Events” to our condensed consolidated financial statements as of September 30, 2023 for
−Removed: details regarding activity in our investment portfolio from October 1, 2023 through November 8, 2023.
+Added: change in unrealized appreciation/(depreciation) reflected for these investments resulted from the full or partial exit of the investment,
+Added: which resulted in the reversal of previously accrued unrealized appreciation/(depreciation), as applicable.
+Added: represents investments for which individual changes in unrealized appreciation/(depreciation) was less than $1.0 million for the
+Added: three months ended March 31, 2024.
+Added: refer to “Note 12—Subsequent Events” to our Condensed Consolidated Financial Statements as of March 31, 2024 for details
+Added: regarding activity in our investment portfolio from April 1, 2024 through May 8, 2024.
are frequently in negotiations with various private companies with respect to investments in such companies.
6 unchanged sentences
the applicable closing conditions are satisfied, at which time the escrow accounts will close and such equity investments will be effectuated.
+Added: Dutch Auction Tender Offer
+Added: February 14, 2024, our Board of Directors authorized a modified Dutch Auction tender offer (the “Tender Offer”) to
+Added: purchase up to 2,000,000 shares of our common stock at a price per share of not less than $4.00 and not greater than $5.00 in $0.10
+Added: increments, using available cash.
+Added: The Tender Offer commenced on February 20, 2024 and expired at 5:00 P.M.
+Added: Eastern Time on April 1,
+Added: Pursuant to the terms of the Tender Offer, we repurchased 2,000,000 shares, representing 7.9% of
+Added: our outstanding shares, on or about April 5, 2024 at a price of $4.70 per share.
+Added: We used available cash to fund the purchase of our shares
+Added: of common stock in the Tender Offer and to pay for all related fees and expenses.
and Capital Resources
1 unchanged sentence
of our equity and debt securities, including pursuant to our continuous at-the-market offering of shares of our common stock as discussed
−Removed: below under “At-the-Market Offering”.
−Removed: In addition, on December 17, 2021, we issued $75.0 million aggregate principal amount
−Removed: of 6.00% Notes due 2026, all of which remain outstanding.
−Removed: For additional information, see below and “Note 10—Debt Capital
−Removed: Activities” to our condensed consolidated financial statements as of September 30, 2023.
+Added: below under “Equity Issuances and Debt Capital Activities — At-the-Market Offering”.
+Added: In addition, on December 17, 2021,
+Added: we issued $75.0 million aggregate principal amount of 6.00% Notes due December 30, 2026 (the “6.00% Notes due 2026”), all of which remain outstanding.
+Added: For additional information,
+Added: see below and “Note 10—Debt Capital Activities” to our Condensed Consolidated Financial Statements as of March 31,
primary uses of cash are to make investments, pay our operating expenses, and make distributions to our stockholders.
−Removed: For the nine months
−Removed: ended September 30, 2023 and 2022, our operating expenses were $14,832,577 and $13,838,068, respectively.
+Added: For the three
+Added: months ended March 31, 2024 and 2023 our operating expenses were $4,750,993 and $5,520,847, respectively.
Cash Reserves and Liquid Securities
−Removed: September 30, 2023
+Added: March 31, 2024
December 31, 2023
3 unchanged sentences
Unrestricted securities (2)
−Removed: to other sales restrictions (3)
+Added: Subject to other sales restrictions (3)
Securities of publicly traded portfolio companies
1 unchanged sentence
$ 107,502,205
−Removed: $ 138,497,900
of short-term U.S.
1 unchanged sentence
“Unrestricted
−Removed: securities” represents common stock and warrants of our publicly traded portfolio companies that
−Removed: are not subject to any restrictions upon sale.
+Added: securities” represents common stock and warrants of our publicly traded portfolio companies that are not subject to any restrictions
We may incur losses.
−Removed: (3) Securities
−Removed: of publicly traded portfolio companies “subject to other sales restrictions”
−Removed: represents common stock of our publicly traded companies that are subject to certain lock-up
−Removed: restrictions.
−Removed: the nine months ended September 30, 2023, cash increased to $73,503,279 from $40,117,598 at the beginning of the year.
−Removed: in cash was primarily due to the exit of short-term U.S.
−Removed: Treasury bills and other portfolio investment exits, and investment income
−Removed: These increases were offset by the repurchase of our common stock pursuant to a modified “Dutch Auction” tender offer (the
−Removed: “Modified Dutch Auction Tender Offer”) and Share Repurchase Program, purchase of new and follow-on investments, interest on the 6.00% Notes due 2026,
−Removed: and to pay our operating expenses.
−Removed: For additional information relating to the Modified Dutch Auction Tender Offer or Share Repurchase Program, see
−Removed: “Modified Dutch Auction Tender Offer” below and “Note 5 - Common Stock” to our condensed consolidated
−Removed: financial statements as of September 30, 2023.
+Added: of publicly traded portfolio companies “subject to other sales restrictions” represents common stock of our publicly
+Added: traded portfolio companies that are subject to certain lock-up restrictions.
+Added: the three months ended March 31, 2024, cash increased to $50,814,399 from $28,178,352 at the beginning of the year.
+Added: The increase in cash was
+Added: primarily due to the sale or exit of investments, including U.S.
+Added: Treasury bills and other investment income received, offset
+Added: by the purchase of new investments, our operating expenses, and interest payments on the 6.00% Notes due 2026.
we believe we have ample liquidity to support our near-term capital requirements.
2 unchanged sentences
the current circumstances.
−Removed: summary of our significant contractual payment obligations as of September 30, 2023 is as follows:
+Added: summary of our significant contractual payment obligations as of March 31, 2024 is as follows:
Payments Due By Period (in millions)
−Removed: 6.00% Notes due December 30, 2026 (1)
+Added: 6.00% Notes due 2026 (1)
Operating lease liability
−Removed: the principal balance payable to investors for the 6.00% Notes due 2026 as of September 30, 2023.
−Removed: Refer to “Note 10—Debt Capital Activities” in our condensed consolidated
−Removed: financial statements as of September 30, 2023 for more information.
−Removed: Repurchase Program
−Removed: the three and nine months ended September 30, 2023, we repurchased 186,493 shares of our common stock under the Share Repurchase Program.
−Removed: During the three and nine months ended September 30, 2022, we repurchased 0 and 1,008,676 shares, respectively, of our common stock under the Share
+Added: the principal balance payable to investors for the 6.00% Notes due 2026 as of March 31, 2024.
+Added: Refer to “Note 10—Debt
+Added: Capital Activities” in our Condensed Consolidated Financial Statements as of March 31, 2024 for more
Repurchase Program
−Removed: As of September 30, 2023, the dollar value of shares that remained available to be purchased under the Share
−Removed: Repurchase Program was approximately $20.7 million.
−Removed: On August 7, 2023, our Board of Directors authorized an extension of, and an increase in the amount of shares of our common stock that may be repurchased under, the discretionary Share Repurchase
−Removed: Program until the earlier of (i) October 31, 2024 or (ii) the repurchase of $60.0 million in aggregate amount of our common stock.
+Added: the three months ended March 31, 2024, we did not repurchase any shares of our common stock under the discretionary open-market share repurchase program (the “Share Repurchase Program”).
+Added: During the three months
+Added: ended March 31, 2023, we did not repurchase any shares of our common stock under the Share Repurchase Program.
+Added: As of March 31, 2024, the dollar
+Added: value of shares that remained available to be purchased under the Share Repurchase Program was approximately $20.7 million.
+Added: Currently, the Share Repurchase Program is authorized until the earlier of (i) October 31, 2024 or (ii) the repurchase of $60.0 million in
+Added: aggregate amount of our common stock.
the Share Repurchase Program, we may repurchase our outstanding common stock in the open market provided that we comply with the
−Removed: prohibitions under our insider trading policies and procedures and the applicable provisions of the 1940 Act and the Exchange Act
−Removed: and the rules promulgated thereunder.
−Removed: For more information on the Share Repurchase Program, see “Note 5—Common
−Removed: Stock” to our condensed consolidated financial statements as of September 30, 2023.
−Removed: Dutch Auction Tender Offer
−Removed: March 17, 2023, we commenced the Modified Dutch Auction Tender Offer to purchase up to 3,000,000 shares of our common stock from our
−Removed: stockholders, which expired on April 17, 2023.
−Removed: In accordance with the terms of the Modified Dutch Auction Tender Offer, we selected the
−Removed: lowest price per share of not less than $3.00 per share and not greater than $4.50 per share.
−Removed: to the Modified Dutch Auction Tender Offer, we repurchased 3,000,000 shares, representing 10.6% of our outstanding shares, on or about
−Removed: April 21, 2023 at a price of $4.50 per share.
−Removed: We used available cash to fund the purchase of our shares of common stock in the Modified
−Removed: Dutch Auction Tender Offer and to pay for all related fees and expenses.
+Added: prohibitions under our insider trading policies and procedures and the applicable provisions of the 1940 Act and the Securities
+Added: Exchange Act of 1934, as amended (the “Exchange Act”) and the rules promulgated thereunder.
+Added: For more information on the
+Added: Share Repurchase Program, see “Note 5—Common Stock” to our Condensed Consolidated
+Added: Financial Statements as of March 31, 2024.
Sheet Arrangements
−Removed: of September 30, 2023 and December 31, 2022, we had no off-balance sheet arrangements, including any risk management of commodity pricing
−Removed: or other hedging practices.
+Added: of March 31, 2024 and December 31, 2023, we had no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging
However, we may employ hedging and other risk management techniques in the future.
−Removed: Issuances & Debt Capital Activities
+Added: Issuances and Debt Capital Activities
At-the-Market
−Removed: July 29, 2020, we entered into an At-the-Market Sales Agreement, dated July 29, 2020 (the “Initial Sales Agreement”), with
−Removed: BTIG, LLC, JMP Securities LLC, and Ladenburg Thalmann & Co., Inc.
+Added: July 29, 2020, we entered into an At-the-Market Sales Agreement, dated July 29, 2020 (as amended, the “Sales Agreement”),
+Added: with BTIG, LLC, JMP Securities LLC, and Ladenburg Thalmann & Co., Inc.
(collectively, the “Agents”).
−Removed: Under the Initial Sales
−Removed: Agreement, we may, but have no obligation to, issue and sell up to $50.0 million in aggregate amount of shares of our common stock (the
−Removed: “Shares”) from time to time through the Agents or to them as principal for their own account (the “ATM Program”).
−Removed: On September 23, 2020, we increased the maximum amount of Shares to be sold through the ATM Program to $150.0 million from $50.0 million.
−Removed: In connection with the upsize of the ATM Program to $150.0 million, we entered into the Amendment No.
−Removed: 1 to the At-the-Market Sales Agreement,
−Removed: dated September 23, 2020, with the Agents.
−Removed: We intend to use the net proceeds from the ATM Program to make investments in portfolio companies
−Removed: in accordance with our investment objective and strategy and for general corporate purposes.
−Removed: the three and nine months ended September 30, 2023, we did not issue or sell shares under the ATM program.
−Removed: During the three and nine
−Removed: months ended September 30, 2022, we issued and sold 0 and 17,807 shares, respectively, under the ATM Program at weighted-average
−Removed: price of $13.01 per share, for gross proceeds of $231,677 and net proceeds of $229,896, after deducting commissions to the Agents on
−Removed: As of September 30, 2023, up to approximately $98.8 million in aggregate amount of the Shares remain available for sale
−Removed: under the ATM Program.
−Removed: to “Note 5—Common Stock” to our condensed consolidated financial statements as of September 30, 2023 for more information
−Removed: regarding the ATM Program.
+Added: Under the Initial
+Added: Sales Agreement, we may, but have no obligation to, issue and sell up to $150.0 million in aggregate amount of shares of our common stock
+Added: (the “Shares”) from time to time through the Agents or to them as principal for their own account (the “ATM Program”).
+Added: We intend to use the net proceeds from the ATM Program to make investments in portfolio companies in accordance with our investment objective
+Added: and strategy and for general corporate purposes.
+Added: the three months ended March 31, 2024, we did not issue or sell Shares under the ATM program.
+Added: As of March 31, 2024, up to approximately $98.8
+Added: million in aggregate amount of the Shares remain available for sale under the ATM Program.
+Added: the three months ended March 31, 2023, we did not issue or sell Shares under the ATM program.
+Added: 31, 2023, up to approximately $98.8 million in aggregate amount of the Shares remain available for sale under the ATM Program.
+Added: to “Note 5—Common Stock” to our Condensed Consolidated Financial Statements as of March 31, 2024 for more
+Added: information regarding the ATM Program.
Notes due 2026
8 unchanged sentences
a redemption price of 100% of the aggregate principal amount thereof plus accrued and unpaid interest.
−Removed: to “Note 10—Debt Capital Activities” to our condensed consolidated financial statements as of September 30, 2023 for
−Removed: more information regarding the 6.00% Notes due 2026.
+Added: to “Note 10—Debt Capital Activities” to our Condensed Consolidated Financial Statements as of March 31, 2024 for more
+Added: information regarding the 6.00% Notes due 2026.
Distributions
1 unchanged sentence
available for distribution.
−Removed: The following table lists the distributions, including dividends and returns of capital, if any, per share
−Removed: that we have declared since our formation through September 30, 2023.
+Added: The following table lists the distributions, including dividends and returns
+Added: of capital, if any, per share that we have declared since our formation through March 31, 2024.
The table is divided by fiscal year according to record date:
−Removed: Date Declared
−Removed: Amount per Share
−Removed: November 4, 2015 (1)
−Removed: November 16, 2015
−Removed: December 31, 2015
−Removed: August 3, 2016 (2)
−Removed: August 16, 2016
−Removed: August 24, 2016
−Removed: November 5, 2019 (3)
−Removed: December 2, 2019
−Removed: December 12, 2019
−Removed: December 20, 2019 (4)
−Removed: December 31, 2019
−Removed: January 15, 2020
−Removed: July 29, 2020 (5)
−Removed: August 11, 2020
−Removed: August 25, 2020
−Removed: September 28, 2020 (6)
−Removed: October 5, 2020
−Removed: October 20, 2020
−Removed: October 28, 2020 (7)
−Removed: November 10, 2020
−Removed: November 30, 2020
−Removed: December 16, 2020 (8)
−Removed: December 30, 2020
−Removed: January 15, 2021
−Removed: January 26, 2021 (9)
−Removed: February 5, 2021
−Removed: February 19, 2021
−Removed: March 8, 2021 (10)
−Removed: March 30, 2021
−Removed: April 15, 2021
−Removed: May 4, 2021 (11)
−Removed: June 30, 2021
−Removed: August 3, 2021 (12)
−Removed: August 18, 2021
−Removed: September 30, 2021
−Removed: November 2, 2021 (13)
−Removed: November 17, 2021
−Removed: December 30, 2021
−Removed: December 20, 2021 (14)
−Removed: December 31, 2021
−Removed: January 14, 2022
−Removed: March 8, 2022 (15)
−Removed: March 25, 2022
−Removed: April 15, 2022
−Removed: distribution was paid in cash or shares of our common stock at the election of stockholders,
−Removed: although the total amount of cash distributed to all stockholders was limited to approximately
−Removed: 50% of the total distribution to be paid to all stockholders.
+Added: 20, 2021 (14)
+Added: distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed
+Added: to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders.
As a result of stockholder
−Removed: elections, the distribution consisted of 2,860,903 shares of common stock issued in lieu
−Removed: of cash, or approximately 14.8% of our outstanding shares prior to the distribution, as well
−Removed: as cash of $26,358,885.
+Added: elections, the distribution consisted of 2,860,903 shares of common stock issued in lieu of cash, or approximately 14.8% of our outstanding
+Added: shares prior to the distribution, as well as cash of $26,358,885.
The number of shares of common stock comprising the stock portion
−Removed: was calculated based on a price of $9.425 per share, which equaled the average of the volume
−Removed: weighted-average trading price per share of our common stock on December 28, 29 and 30, 2015.
+Added: was calculated based on a price of $9.425 per share, which equaled the average of the volume weighted-average trading price per share
+Added: of our common stock on December 28, 29 and 30, 2015.
None of the $2.76 per share distribution represented a return of capital.
−Removed: the total distribution of $887,240 on August 24, 2016, $820,753 represented a distribution
−Removed: from realized gains, and $66,487 represented a return of capital.
−Removed: of the $3,512,849 distribution paid on December 12, 2019 represented a distribution from
−Removed: realized gains.
−Removed: None of the distribution represented a return of capital.
−Removed: All of the $2,107,709 distribution paid on January 15, 2020
−Removed: represented a distribution from realized gains.
−Removed: None of the distribution represented a return of capital.
−Removed: All of the $2,516,452 distribution paid on August 25, 2020
−Removed: represented a distribution from realized gains.
−Removed: None of the distribution represented a return of capital.
−Removed: All of the $5,071,326 distribution paid on October 20, 2020
−Removed: represented a distribution from realized gains.
−Removed: None of the distribution represented a return of capital.
−Removed: All of the $4,978,504 distribution paid on November 30, 2020
−Removed: represented a distribution from realized gains.
−Removed: None of the distribution represented a return of capital.
−Removed: All of the $4,381,084 distribution paid on January 15, 2021
−Removed: represented a distribution from realized gains.
−Removed: None of the distribution represented a return of capital.
−Removed: All of the $4,981,131 distribution paid on February 19, 2021
−Removed: represented a distribution from realized gains.
−Removed: None of the distribution represented a return of capital.
−Removed: All of the $6,051,304 distribution paid on April 15, 2021 represented
−Removed: a distribution from realized gains.
−Removed: None of the distribution represented a return of capital.
−Removed: The distribution was paid in cash or shares of our common stock
−Removed: at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of
−Removed: the total distribution to be paid to all stockholders.
−Removed: As a result of stockholder elections, the distribution consisted of 2,335,527
−Removed: shares of common stock issued in lieu of cash, or approximately 9.6% of our outstanding shares prior to the distribution, as well as
−Removed: cash of $29,987,589.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $13.07 per
−Removed: share, which equaled the average of the volume weighted-average trading price per share of our common stock on May 12, 13, and 14, 2021.
+Added: the total distribution of $887,240 on August 24, 2016, $820,753 represented a distribution from realized gains, and $66,487 represented
+Added: a return of capital.
+Added: of the $3,512,849 distribution paid on December 12, 2019 represented a distribution from realized gains.
+Added: None of the distribution
+Added: represented a return of capital.
+Added: of the $2,107,709 distribution paid on January 15, 2020 represented a distribution from realized gains.
+Added: None of the distribution represented
+Added: a return of capital.
+Added: of the $2,516,452 distribution paid on August 25, 2020 represented a distribution from realized gains.
+Added: None of the distribution represented
+Added: a return of capital.
+Added: of the $5,071,326 distribution paid on October 20, 2020 represented a distribution from realized gains.
+Added: None of the distribution
+Added: represented a return of capital.
+Added: of the $4,978,504 distribution paid on November 30, 2020 represented a distribution from realized gains.
+Added: None of the distribution
+Added: represented a return of capital.
+Added: of the $4,381,084 distribution paid on January 15, 2021 represented a distribution from realized gains.
+Added: None of the distribution
+Added: represented a return of capital.
+Added: of the $4,981,131 distribution paid on February 19, 2021 represented a distribution from realized gains.
+Added: None of the distribution
+Added: represented a return of capital.
+Added: of the $6,051,304 distribution paid on April 15, 2021 represented a distribution from realized gains.
+Added: None of the distribution represented
+Added: a return of capital.
+Added: distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed
+Added: to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders.
+Added: As a result of stockholder
+Added: elections, the distribution consisted of 2,335,527 shares of common stock issued in lieu of cash, or approximately 9.6% of our outstanding
+Added: shares prior to the distribution, as well as cash of $29,987,589.
+Added: The number of shares of common stock comprising the stock portion
+Added: was calculated based on a price of $13.07 per share, which equaled the average of the volume weighted-average trading price per share
+Added: of our common stock on May 12, 13, and 14, 2021.
None of the $2.50 per share distribution represented a return of capital.
−Removed: The distribution was paid in cash or shares of our common stock
−Removed: at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of
−Removed: the total distribution to be paid to all stockholders.
−Removed: As a result of stockholder elections, the distribution consisted of 2,225,193
−Removed: shares of common stock issued in lieu of cash, or approximately 8.4% of our outstanding shares prior to the distribution, as well as
−Removed: cash of $29,599,164.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $13.55 per
−Removed: share, which equaled the average of the volume weighted-average trading price per share of our common stock on August 11, 12, and 13,
+Added: distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed
+Added: to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders.
+Added: As a result of stockholder
+Added: elections, the distribution consisted of 2,225,193 shares of common stock issued in lieu of cash, or approximately 8.4% of our outstanding
+Added: shares prior to the distribution, as well as cash of $29,599,164.
+Added: The number of shares of common stock comprising the stock portion
+Added: was calculated based on a price of $13.55 per share, which equaled the average of the volume weighted-average trading price per share
+Added: of our common stock on August 11, 12, and 13, 2021.
None of the $2.25 per share distribution represented a return of capital.
−Removed: The distribution was paid in cash or shares of our common stock
−Removed: at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of
−Removed: the total distribution to be paid to all stockholders.
−Removed: As a result of stockholder elections, the distribution consisted of 2,170,807
−Removed: shares of common stock issued in lieu of cash, or approximately 7.5% of our outstanding shares prior to the distribution, as well as
−Removed: cash of $28,494,812.
−Removed: The number of shares of common stock comprising the stock portion was calculated based on a price of $13.39 per
−Removed: share, which equaled the average of the volume weighted-average trading price per share of our common stock on November 11, 12, and 13,
+Added: distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed
+Added: to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders.
+Added: As a result of stockholder
+Added: elections, the distribution consisted of 2,170,807 shares of common stock issued in lieu of cash, or approximately 7.5% of our outstanding
+Added: shares prior to the distribution, as well as cash of $28,494,812.
+Added: The number of shares of common stock comprising the stock portion
+Added: was calculated based on a price of $13.39 per share, which equaled the average of the volume weighted-average trading price per share
+Added: of our common stock on November 11, 12, and 13, 2021.
None of the $2.00 per share distribution represented a return of capital.
−Removed: All of the $23,338,915 distribution paid on January 14, 2022
−Removed: represented a distribution from realized gains.
−Removed: None of the distribution represented a return of capital.
−Removed: All of the $3,441,824 distribution paid on April 15, 2022 represented
−Removed: a distribution from realized gains.
−Removed: None of the distribution represented a return of capital.
+Added: of the $23,338,915 distribution paid on January 14, 2022 represented a distribution from realized gains.
+Added: None of the distribution
+Added: represented a return of capital.
+Added: of the $3,441,824 distribution paid on April 15, 2022 represented a distribution from realized gains.
+Added: None of the distribution represented
+Added: a return of capital.
intend to focus on making equity-based investments from which we will derive primarily capital gains.
22 unchanged sentences
long as we qualify and maintain our tax treatment as a RIC, we generally will not be subject to U.S.
−Removed: federal and state income taxes on
−Removed: any ordinary income or capital gains that we distribute at least annually to our stockholders as dividends.
−Removed: Rather, any tax liability
−Removed: related to income earned by the RIC will represent obligations of our investors and will not be reflected in our consolidated financial
+Added: federal and state income taxes
+Added: on any ordinary income or capital gains that we distribute at least annually to our stockholders as dividends.
+Added: Rather, any tax
+Added: liability related to income earned by the RIC will represent obligations of our investors and will not be reflected in our condensed
+Added: consolidated financial statements.
See “Note 2—Significant Accounting Policies— U.S.
−Removed: Federal and State Income Taxes ” and “Note
−Removed: 9—Income Taxes” to our condensed consolidated financial statements as of September 30, 2023 for more information.
−Removed: Subsidiaries included in our condensed consolidated financial statements are taxable subsidiaries, regardless of whether we are taxed
−Removed: These taxable subsidiaries are not consolidated for income tax purposes and may generate income tax expenses as a result of
−Removed: their ownership of the portfolio companies.
−Removed: Such income tax expenses and deferred taxes, if any, will be reflected in our condensed consolidated
−Removed: financial statements.
−Removed: Accounting Policies
−Removed: accounting policies and practices are the policies that are both most important to the portrayal of our financial condition and results,
−Removed: and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about
−Removed: the effects of matters that are inherently uncertain.
−Removed: These include estimates of the fair value of our Level 3 investments and other
−Removed: estimates that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements and the
−Removed: reported amounts of certain revenues and expenses during the reporting period.
−Removed: It is likely that changes in these estimates will occur
−Removed: in the near term.
−Removed: Our estimates are inherently subjective in nature and actual results could differ materially from such estimates.
−Removed: “Note 2—Significant Accounting Policies” to our condensed consolidated financial statements as of September 30, 2023
−Removed: for further detail regarding our critical accounting policies and recently issued or adopted accounting pronouncements.
+Added: Federal and State Income
+Added: Taxes ” and “Note 9—Income Taxes” to our Condensed Consolidated Financial Statements as of March 31, 2024
+Added: for more information.
+Added: The Taxable Subsidiaries included in our Condensed Consolidated Financial Statements are taxable subsidiaries,
+Added: regardless of whether we are taxed as a RIC.
+Added: These taxable subsidiaries are not consolidated for income tax purposes and may
+Added: generate income tax expenses as a result of their ownership of the portfolio companies.
+Added: Such income tax expenses and deferred taxes,
+Added: if any, will be reflected in our condensed consolidated financial statements.
+Added: Accounting Estimates and Policies
+Added: accounting policies and practices are the policies that are both most important to the portrayal of our financial condition and
+Added: results, and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make
+Added: estimates about the effects of matters that are inherently uncertain.
+Added: These include estimates of the fair value of our Level 3
+Added: investments and other estimates that affect the reported amounts of assets and liabilities as of the date of the condensed
+Added: consolidated financial statements and the reported amounts of certain revenues and expenses during the reporting period.
+Added: likely that changes in these estimates will occur in the near term.
+Added: Our estimates are inherently subjective in nature and actual
+Added: results could differ materially from such estimates.
+Added: See “Note 2—Significant Accounting Policies” to our Condensed
+Added: Consolidated Financial Statements as of March 31, 2024 for further detail regarding our critical accounting policies and recently
+Added: issued or adopted accounting pronouncements.
Related-Party
−Removed: “Note 3—Related-Party Arrangements” to our condensed consolidated financial statements as of September 30, 2023 for
−Removed: more information.
+Added: “Note 3—Related-Party Arrangements” to our Condensed Consolidated Financial Statements as of March 31, 2024 for more
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.