What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-08-08 compared with 2024-05-09 · 417 added, 216 removed, 291 unchanged (69% of the section changed)

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impact of investments that we expect to make;

related to investments in growth-stage companies, other venture capital-backed companies, and generally U.S.

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;

dependence of our future success on the general economy and its impact on the industries in which we invest;

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;

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expected financings and investments;

impact of changes in laws or regulations (including the interpretation thereof), including tax laws, on our operations and/or the

operation of our portfolio companies;

impact of changes in laws or regulations (including the interpretation thereof), including

tax laws, on our operations and/or the operation of our portfolio companies;

adequacy of our cash resources and working capital;

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statements, including, without limitation:

economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some

or all of our investments in such portfolio companies;

economic downturn could disproportionately impact the market sectors in which a significant portion of our portfolio is concentrated,

causing us to suffer losses in our portfolio;

contraction of available credit and/or an inability to access the equity markets could impair our investment activities;

in inflation or an inflationary economic environment could adversely affect our portfolio companies’ operating results, causing

us to suffer losses in our portfolio;

rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy;

risks, uncertainties and other factors we identify in the sections entitled “Risk Factors” in our quarterly reports on

Form 10-Q, our annual report on Form 10-K, and in our other filings with the SEC.

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 our ability to originate new investments, certain margins 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

These risks and uncertainties include those described or identified in our quarterly reports on Form 10-Q and our

annual report on Form 10-K, in the “Risk Factors” sections.

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.

The following analysis of our financial condition

and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes

thereto contained elsewhere in this quarterly report on Form 10-Q.

are an internally managed, non-diversified closed-end management investment company that has elected to be regulated as a business

development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and has elected to be treated, and intends to

qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

economic downturn could impair our portfolio companies’ ability to continue to operate,

which could lead to the loss of some or all of our investments in such portfolio companies;

economic downturn could disproportionately impact the market sectors in which a significant

portion of our portfolio is concentrated, causing us to suffer losses in our portfolio;

contraction of available credit and/or an inability to access the equity markets could impair

our investment activities;

in inflation or an inflationary economic environment could adversely affect our portfolio

companies’ operating results, causing us to suffer losses in our portfolio;

rate volatility could adversely affect our results, particularly because we use leverage

as part of our investment strategy;

risks, uncertainties and other factors we identify in the sections entitled “Risk Factors”

in our quarterly reports on Form 10-Q, our annual report on Form 10-K, and in our other filings

with the SEC.

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 our ability to originate new investments, certain margins 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.

These risks and uncertainties include

those described or identified in our quarterly reports on Form 10-Q and our annual report on Form 10-K in the “Risk Factors”

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.

The following analysis of our financial condition and results of operations should be read in conjunction with our

condensed consolidated financial statements and the related notes thereto contained elsewhere in this quarterly report on Form 10-Q.

are an internally managed, non-diversified closed-end management investment company that has elected to be regulated as a business development

company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and has elected to be

treated, and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue

Code of 1986, as amended (the “Code”).

investment objective is to maximize our portfolio’s total return, principally by seeking capital gains on our equity and equity-related

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In addition, we may invest

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”).

also invest on an opportunistic basis in select publicly traded equity securities or certain non-U.S.

companies that otherwise meet our

investment criteria, subject to applicable requirements of the 1940 Act.

To the extent we make investments in private equity funds and

hedge funds that are excluded 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 such investments to no more than 15% of our net assets.

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”).

We may also invest on an opportunistic

basis in select publicly traded equity securities or certain non-U.S.

companies that otherwise meet our investment criteria, subject

to applicable requirements of the 1940 Act.

To the extent we make investments in private equity funds and hedge funds that are excluded

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

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

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however, to dispose of any non-qualifying assets in such circumstances.

investment philosophy is based on a disciplined approach of identifying promising investments in high-growth, venture-backed companies

across several key industry themes which may include, among others, social/mobile/consumer, cloud computing and big data, internet commerce, financial

technology, mobility, enterprise software, and sustainability.

Our investment decisions are based on a disciplined analysis of available information

regarding each potential portfolio company’s business operations, focusing on the portfolio company’s growth potential, the

quality of recurring revenues, and path to profitability, as well as an understanding of key market fundamentals.

Venture capital funds

or other institutional investors have invested in the vast majority of companies that we evaluate.

investment philosophy is based on a disciplined approach of identifying promising investments in high-growth, venture-backed

companies across several key industry themes which may include, among others, AI/big data/cloud, marketplaces, education technology,

social/mobile/consumer, financial technology, and

sustainability/alternative energy.

Our investment decisions are based on a disciplined analysis of available information regarding each potential

portfolio company’s business operations, focusing on the portfolio company’s growth potential, the quality of recurring

revenues, and path to profitability, as well as an understanding of key market fundamentals.

Venture capital funds or other

institutional investors have invested in the vast majority of companies that we evaluate.

seek to deploy capital primarily in the form of non-controlling equity and equity-related investments, including common stock, warrants,

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and Investment Activity

Months Ended March 31, 2024

Months Ended June 30, 2024

value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes

in the composition of our portfolio resulting from purchases of new and follow-on investments and the sales of existing investments.

The fair value, as of March 31, 2024, of all of our portfolio investments, excluding short-term U.S.

Treasury bills, was $175,015,571.

the three months ended March 31, 2024, we funded investments in an aggregate amount of $9,999,996 (not including capitalized transaction

costs or investments in short-term U.S.

Treasury bills) as shown in the following table:

The fair value as of June 30, 2024 of all of our portfolio investments was $182,904,880.

the six months ended June 30, 2024, we funded investments in an aggregate amount of $34,999,944 (not including capitalized transaction

costs) as shown in the following table:

Portfolio Company

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Preferred shares, Series F-1

the three months ended March 31, 2024, we capitalized fees of $3,938.

the three months ended March 31, 2024, we exited or received proceeds from investments in the amount of $318,316, net of transaction

costs, and realized a net loss on investments of $424,074 (including adjustments to amounts held in escrow receivable) as shown in following

Common shares

CW Opportunity 2 LP (1)

Class A Interest

CW Opportunity 2 LP is an SPV that is invested in the Series C Preferred Shares of CoreWeave, Inc.

the six months ended June 30, 2024, we capitalized fees of $73,100.

the six months ended June 30, 2024, we exited or received proceeds from investments (not including short-term U.S.

Treasury bills)

in the amount of $10,551,335, net of transaction costs, and realized a net loss on investments of $453,686 (including adjustments to

amounts held in escrow receivable) as shown in following table:

Portfolio Company

Transaction Date

Average Net Share Price (1)

Realized Gain/(Loss) (2)

Nextdoor Holdings, Inc.

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(d/b/a PublicSquare) - Warrants (4)

average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable.

Architect Capital PayJoy SPV, LLC (5)

True Global Ventures 4 Plus Pte Ltd

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.

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public common shares.

of March 31, 2024, we held 2,296,037 remaining PSQ Holdings, Inc.

(d/b/a PublicSquare) warrants.

the three months ended March 31, 2024, we did not write-off any investments.

Months Ended March 31, 2023

value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes

in the composition of our portfolio resulting from purchases of new and follow-on investments and the sales of existing investments.

The fair value, as of March 31, 2023, of all of our portfolio investments, excluding U.S.

of June 30, 2024, we held 2,296,037 remaining PSQ Holdings, Inc.

(d/b/a PublicSquare) public warrants.

June 28, 2024, we redeemed the entirety of our Membership Interest in Architect Capital PayJoy SPV, LLC.

the six months ended June 30, 2024, we did not write-off any investments.

Months Ended June 30, 2023

value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as

changes in the composition of our portfolio resulting from purchases of new and follow-on investments and the sales of existing

The fair value, as of June 30, 2023, of all of our portfolio investments, excluding short-term U.S.

Treasury bills, was

the three months ended March 31, 2023, we funded investments in an aggregate amount of $3,330,000 (not including capitalized transaction

$160,283,146.

the six months ended June 30, 2023, we funded investments in an aggregate amount of $13,829,990 (not including capitalized transaction

costs or investments in short-term U.S.

Treasury investments) as shown in the following table:

Treasury bills) as shown in the following table:

Portfolio Company

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Limited Partner Fund Investment

January 13, 2023, we invested $2.0 million in Orchard Technologies, Inc.’s Series 1 Senior Preferred financing

As part of the transaction, we exchanged a portion of our existing Series D Preferred shares investment for

Series 1 Senior Preferred shares, Series 2 Senior Preferred shares, and Common shares.

Additionally, our previous

investment in the Simple Agreement for Future Equity was converted into additional Series 1 Senior Preferred shares.

previously unfunded capital commitment of $1.3 million was deemed fully contributed in lieu of cash distributions.

the three months ended March 31, 2023, we capitalized fees of $3,698.

the three months ended March 31, 2023, we exited or received proceeds from investments in the amount of $4,190,159, net of transaction

costs, and realized a net gain on investments of $189,343 (including adjustments to amounts held in escrow receivable) as shown in following

Rent the Runway,

NewLake Capital Partners,

Simple Agreement for Future Equity (SAFE)

ServiceTitan, Inc.

Common shares

January 13, 2023, we invested $2.0 million in Orchard Technologies, Inc.’s Series 1

Senior Preferred financing round.

As part of the transaction, we exchanged a portion of its

existing Series D Preferred shares investment for Series 1 Senior Preferred shares, Series

2 Senior Preferred shares, and Common shares.

Additionally, our previous investment in the

Simple Agreement for Future Equity was converted into additional Series 1 Senior Preferred

previously unfunded capital commitment of $1.3 million was deemed fully contributed in lieu

of cash distributions.

the six months ended June 30, 2023, we capitalized fees of $14,723.

the six months ended June 30, 2023, we exited or received proceeds from investments (not including short-term U.S.

Treasury bills)

in the amount of $7,587,861, net of transaction costs, and realized a net loss on investments of $13,080,856 (including adjustments

to amounts held in escrow receivable) as shown in following table:

Portfolio Company

Transaction Date

Average Net Share Price (1)

Realized Gain/(Loss) (2)

NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) (4)

Residential Homes for Rent,

LLC (d/b/a Second Avenue) (6)

Global Ventures 4 Plus Pte Ltd (7)

average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable.

Nextdoor Holdings, Inc.

Rent the Runway, Inc.

Residential Homes for Rent, LLC (d/b/a Second Avenue) (7)

True Global Ventures 4 Plus Pte Ltd (8)

Ozy Media, Inc.

(10,945,024 )

$ (13,292,776 )

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.

of January 4, 2023, we had sold our remaining Rent the Runway, Inc.

public common shares.

of March 8, 2023, we had sold our remaining Kahoot!

ASA public common shares.

of March 31, 2023, we held 105,820 remaining NewLake Capital Partners, Inc.

of June 30, 2023, we held 105,820 remaining NewLake Capital Partners, Inc.

public common

of June 30, 2023, we held 852,416 remaining Nextdoor Holdings, Inc.

public common shares.

the three months ended March 31, 2023, approximately $0.3 million has been received from Residential Homes for Rent, LLC (d/b/a Second

Avenue) related to the 15% term loan due December 23, 2023.

Of the proceeds received, approximately $0.3 million repaid a portion

of the outstanding principal and the remaining was attributed to interest.

previously unfunded capital commitment of $1.3 million was deemed fully contributed in lieu of cash distributions.

the three months ended March 31, 2023, we did not write-off any investments.

of January 4, 2023, we had sold our remaining Rent the Runway, Inc.

public common shares.

the six months ended June 30, 2023, approximately $0.6 million was received from Residential

Homes for Rent, LLC (d/b/a Second Avenue) related to the 15% term loan due December 23, 2023.

Of the proceeds received, approximately $0.5 million repaid a portion of the outstanding

principal and the remaining was attributed to interest.

previously unfunded capital commitment of $1.3 million was deemed fully contributed in lieu

of cash distributions.

May 4, 2023, we abandoned our investment in Ozy Media, Inc.

the six months ended June 30, 2023, we did not write-off any investments, not otherwise noted above.

of Operations

of the Three Months Ended March 31, 2024 and 2023

results for the three months ended March 31, 2024 and 2023 are as follows:

Three Months Ended March 31,

of the Six Months Ended June 30, 2024 and 2023

results for the three and six months ended June 30, 2024 and 2023 are as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Total Investment Income

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$ (3,805,340 )

Net realized gain/(loss) on investments

$ (6,878,527 )

$ (8,027,105 )

Net realized loss on investments

(13,270,199 )

(13,080,856 )

Net change in unrealized appreciation/(depreciation) of investments

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$ (10,651,183 )

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.

The net increase between periods was due to increases in interest on idle cash and interest income from Architect Capital PayJoy

The increase was offset by a decrease in interest income from U.S.

Treasury Bills and Residential Homes for Rent, LLC

(d/b/a Second Avenue), and a decrease in dividend income from NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.)

during the three months ended March 31, 2024, relative to the three months ended ended March 31, 2023.

operating expenses decreased to $4,750,993 for the three months ended March 31, 2024 from $5,520,847 for the three months ended

March 31, 2023.

The decrease in operating expense was primarily due to a decrease in income tax expense related to blocker

corporations and professional fees, offset by an increase in compensation expense associated with an increased headcount and

stock-based compensation expense during the three months ended March 31, 2024, relative to the three months ended March 31, 2023.

$ (15,620,024 )

$ (32,716,529 )

$ (11,003,515 )

income decreased to $1,027,353 for the three months ended June 30, 2024 from $1,372,218 for the three months ended June 30, 2023.

The net decrease between periods was due to a decrease in interest income from short-term U.S.

Treasury bills and the repayment in

full of the Residential Homes for Rent, LLC (d/b/a Second Avenue) term loan as of December 26, 2023, and a decrease in dividend

income from NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) following our complete exit in December 2023.

decrease was offset by an increase in interest income on cash during the three months ended June 30, 2024, relative to the

three months ended ended June 30, 2023.

income decreased to $2,555,444 for the six months ended June 30, 2024 from $2,671,300 for the six months ended June 30, 2023.

net decrease between periods was due to a decrease in interest income from short-term U.S.

Treasury bills and the repayment in full

of the Residential Homes for Rent, LLC (d/b/a Second Avenue) term loan as of December 26, 2023, and a decrease in dividend income

from NewLake Capital Partners, Inc.

(f/k/a GreenAcreage Real Estate Corp.) following our complete exit in December 2023.

The decrease was offset by an increase in interest

income received on cash and from Architect Capital PayJoy SPV, LLC during the six months ended June 30, 2024, relative to the six

months ended June 30, 2023.

operating expenses decreased to $4,682,978 for the three months ended June 30, 2024 from $5,177,558 for the three months ended June

The decrease in operating expense was primarily due to decreases in income tax expense related to blocker corporations,

professional fees, and other expenses, offset by increases primarily in compensation expense and

stock-based compensation expense during the three months ended June 30, 2024, relative to the three months ended June 30,

operating expenses decreased to $9,433,971 for the six months ended June 30, 2024 from $10,698,405 for the six months ended June 30,

The decrease in operating expense was primarily due to decreases in income tax expense related to blocker corporations,

professional fees, and other expenses, offset by increases primarily in compensation expense and

stock-based compensation expense during the six months ended June 30, 2024, relative to the six months ended June 30,

Investment Loss

the three months ended March 31, 2024, we recognized a net investment loss of $3,222,902, compared to a net investment loss of

$4,221,765 for the three months ended March 31, 2023.

The change between periods resulted from an increase in total investment

income and a decrease in operating expenses during the three months ended March 31, 2024, relative to the three months ended March

the three months ended June 30, 2024, we recognized a net investment loss of $3,655,625, compared to a net investment loss of $3,805,340

for the three months ended June 30, 2023.

The change between periods resulted from a decrease in total investment income and operating

expenses during the three months ended June 30, 2024, relative to the three months ended June 30, 2023.

the six months ended June 30, 2024, we recognized a net investment loss of $6,878,527, compared to a net investment loss of $8,027,105

for the six months ended June 30, 2023.

The change between periods resulted from a decrease in operating expenses during the six months

ended June 30, 2024, relative to the six months ended June 30, 2023.

Realized Loss on Investments

the three months ended March 31, 2024, we recognized a net realized loss on our investments of $424,074, compared to a net realized

gain of $189,343 for the three months ended March 31, 2023.

The components of our net realized losses on portfolio investments for

the three months ended March 31, 2024 and 2023, excluding short-term U.S.

Treasury bills and fluctuations in escrow receivables estimates,

are reflected in the tables above, under “—Portfolio and Investment Activity.”

the three months ended June 30, 2024, we recognized a net realized loss on our investments of $29,612, compared to a net realized loss

of $13,270,199 for the three months ended June 30, 2023.

The components of our net realized losses on portfolio investments for the three

months ended June 30, 2024 and 2023, excluding short-term U.S.

Treasury bills and fluctuations in escrow receivables estimates, are reflected

in the tables above, under “—Portfolio and Investment Activity.”

the six months ended June 30, 2024, we recognized a net realized loss on our investments of $453,686, compared to a net realized loss

of $13,080,856 for the six months ended June 30, 2023.

The components of our net realized losses on portfolio investments for the six

months ended June 30, 2024 and 2023, excluding short-term U.S.

Treasury bills and fluctuations in escrow receivables estimates, are reflected

in the tables above, under “—Portfolio and Investment Activity.”

Change in Unrealized Appreciation/(Depreciation) of Investments

the three months ended March 31, 2024, we had a net change in unrealized appreciation/(depreciation) of $(18,418,370).

For the three

months ended March 31, 2023, we had a net change in unrealized appreciation/(depreciation) of $8,648,931.

The following tables summarize,

by portfolio company, the significant changes in unrealized appreciation/(depreciation) of our investment portfolio for the three months

ended March 31, 2024 and 2023.

the three months ended June 30, 2024 and 2023, we had a net change in unrealized appreciation/(depreciation) of $(6,965,946) and $1,455,515,

respectively.

The following tables summarize, by portfolio company, the significant changes in unrealized appreciation/(depreciation)

of our investment portfolio for the three months ended June 30, 2024 and 2023.

Portfolio Company

Net Change in

Appreciation/(Depreciation)

For the Three Months

March 31, 2024

Unrealized Appreciation/

(Depreciation) For the Three Months Ended June 30, 2024

Portfolio Company

Net Change in Unrealized

Appreciation/(Depreciation)

For the Three Months

March 31, 2023

Net Change in

Unrealized Appreciation/

(Depreciation) For the Three Months Ended June 30, 2023

Blink Health, Inc.

Ozy Media, Inc.

ServiceTitan, Inc.

Nextdoor Holdings, Inc.

Stormwind, LLC

Shogun Enterprises, Inc.

(d/b/a Hearth)

PSQ Holdings, Inc.

(d/b/a PublicSquare)

Colombier Sponsor LLC

Learneo, Inc.

(f/k/a Course Hero, Inc.)

(13,945,631 )

Forge Global, Inc.

Orchard Technologies, Inc.

Stormwind, LLC

Learneo, Inc.

(f/k/a Course Hero, Inc.)

(18,251,804 )

$ (6,965,946 )

change in unrealized appreciation/(depreciation) reflected for these investments resulted

from the full or partial exit of the investment, which resulted in the reversal of previously

accrued unrealized appreciation/(depreciation), as applicable.

represents investments for which individual changes in unrealized appreciation/(depreciation)

was less than $1.0 million for the three months ended June 30, 2024 and 2023.

the six months ended June 30, 2024 and 2023, we had a net change in unrealized appreciation/(depreciation) of $(25,384,316) and $10,104,446,

respectively.

The following tables summarize, by portfolio company, the significant changes in unrealized appreciation/(depreciation)

of our investment portfolio for the six months ended June 30, 2024 and 2023.

Portfolio Company

Net Change in

Appreciation/

(Depreciation) For the Six Months Ended

June 30, 2024

Portfolio Company

Net Change in

Appreciation/

(Depreciation) For the Six Months Ended

June 30, 2023

Blink Health, Inc.

Colombier Sponsor LLC

ServiceTitan, Inc.

Ozy Media, Inc.

FourKites, Inc.

Nextdoor Holdings, Inc.

Xgroup Holdings Limited (d/b/a Xpoint)

Shogun Enterprises, Inc.

(d/b/a Hearth)

Orchard Technologies, Inc.

Varo Money, Inc.

Residential Homes for Rent, LLC (d/b/a Second Avenue)

Forge Global, Inc.

OneValley, Inc.

(f/k/a NestGSV, Inc.)

PSQ Holdings, Inc.

(d/b/a PublicSquare)

StormWind, LLC

Learneo, Inc.

(f/k/a Course Hero, Inc.)

(26,944,664 )

Aspiration Partners, Inc.

Residential Homes for Rent, LLC (d/b/a Second Avenue)

Orchard Technologies, Inc.

StormWind, LLC

Learneo, Inc.

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$ (25,384,316 )

change in unrealized appreciation/(depreciation) reflected for these investments resulted from the full or partial exit of the investment,

which resulted in the reversal of previously accrued unrealized appreciation/(depreciation), as applicable.

represents investments for which individual changes in unrealized appreciation/(depreciation) was less than $1.0 million for the

three months ended March 31, 2024.

refer to “Note 12—Subsequent Events” to our Condensed Consolidated Financial Statements as of March 31, 2024 for details

regarding activity in our investment portfolio from April 1, 2024 through May 8, 2024.

change in unrealized appreciation/(depreciation) reflected for these investments resulted

from the full or partial exit of the investment, which resulted in the reversal of previously

accrued unrealized appreciation/(depreciation), as applicable.

represents investments for which individual changes in unrealized appreciation/(depreciation)

was less than $1.0 million for the six months ended June 30, 2024.

Repurchase Program

August 6, 2024, our Board of Directors approved a discretionary note repurchase program (the “Note Repurchase Program”)

which allows us to repurchase up to 46.67%, or $35.0 million in aggregate principal amount, of our 6.00% Notes due 2026 through open

market purchases, including block purchases, in such manner as will comply with the provisions of the 1940 Act and the Exchange Act.

As of August 7, 2024, we had not repurchased any of the 6.00% Notes due 2026 under the Note Repurchase Program.

August 6, 2024, we entered into a Note Purchase Agreement (the “Note Purchase Agreement”), by and between the Company and the purchaser identified therein (the “Purchaser”), pursuant to which we may issue up to a maximum of

$75.0 million in aggregate principal amount of 6.50% Convertible Notes due 2029 (the “Convertible Notes”).

the Note Purchase Agreement, we agreed to issue and sell, and the Purchaser agreed to purchase, up to $25.0 million in aggregate

principal amount of the Convertible Notes (the “Initial Notes”).

Thereafter, upon mutual agreement between the Company and

the Purchaser, we may issue additional Convertible Notes for sale in subsequent offerings (the “Additional Notes”),

or issue additional notes with modified pricing terms (the “New Notes”), in the aggregate for both the Additional Notes and

the New Notes, up to a maximum of $50.0 million in one or more private offerings.

The Purchaser will acquire, and we will issue,

up to $25.0 million of the Initial Notes on or about August 14, 2024 (the “Initial Closing Date”), and thereafter at such time

and date as the Purchaser and we mutually agree to purchase and sell any Additional Notes.

Interest on the Convertible

Notes will be paid quarterly in arrears on March 30, June 30, September 30, and December 30, at a rate of 6.50% per year, beginning September

The Convertible Notes will mature on August 14, 2029 and may be redeemed in whole or in part at any time or from time to

time at our option on or after August 6, 2027 upon the fulfillment of certain conditions.

The Convertible Notes will be convertible

into shares of our common stock at the Purchaser’s sole discretion at an initial conversion rate of 129.0323 shares of our common stock per $1,000 principal amount of the Convertible Notes, subject to adjustment as provided in the Note Purchase Agreement.

net proceeds from the offering will be used to repay outstanding indebtedness, make investments in accordance with our investment

objective and investment strategy, and for other general corporate purposes.

The Note Purchase Agreement includes customary representations,

warranties, and covenants by the Company.

refer to “Note 12—Subsequent Events” to our Condensed Consolidated Financial Statements as of June 30, 2024 for details

regarding activity in our investment portfolio from July 1, 2024 through August 7, 2024.

are frequently in negotiations with various private companies with respect to investments in such companies.

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the applicable closing conditions are satisfied, at which time the escrow accounts will close and such equity investments will be effectuated.

Dutch Auction Tender Offer

February 14, 2024, our Board of Directors authorized a modified Dutch Auction tender offer (the “Tender Offer”) to

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

increments, using available cash.

The Tender Offer commenced on February 20, 2024 and expired at 5:00 P.M.

Eastern Time on April 1,

Pursuant to the terms of the Tender Offer, we repurchased 2,000,000 shares, representing 7.9% of

our outstanding shares, on or about April 5, 2024 at a price of $4.70 per share.

We used available cash to fund the purchase of our shares

of common stock in the Tender Offer and to pay for all related fees and expenses.

and Capital Resources

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In addition, on December 17, 2021,

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.

For additional information,

see below and “Note 10—Debt Capital Activities” to our Condensed Consolidated Financial Statements as of March 31,

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.

For additional information, see below and “Note 10—Debt Capital Activities” to our Condensed

Consolidated Financial Statements as of June 30, 2024.

primary uses of cash are to make investments, pay our operating expenses, and make distributions to our stockholders.

For the three

months ended March 31, 2024 and 2023 our operating expenses were $4,750,993 and $5,520,847, respectively.

months ended June 30, 2024 and 2023, our operating expenses including interest payments on our debt obligations were $9,433,971 and

$10,698,405, respectively.

Cash Reserves and Liquid Securities

March 31, 2024

June 30, 2024

December 31, 2023

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(2) “Unrestricted

securities” represents common stock and warrants of our publicly traded portfolio companies that are not subject to any restrictions

securities” represents common stock and warrants of our publicly traded portfolio companies

that are not currently subject to any restrictions upon sale.

We may incur losses.

of publicly traded portfolio companies “subject to other sales restrictions” represents common stock of our publicly

traded portfolio companies that are subject to certain lock-up restrictions.

the three months ended March 31, 2024, cash increased to $50,814,399 from $28,178,352 at the beginning of the year.

The increase in cash was

primarily due to the sale or exit of investments, including U.S.

Treasury bills and other investment income received, offset

by the purchase of new investments, our operating expenses, and interest payments on the 6.00% Notes due 2026.

(3) Securities

of publicly traded portfolio companies “subject to other sales restrictions”

represents common stock of our publicly traded portfolio companies that are currently subject to certain

lock-up restrictions.

the six months ended June 30, 2024, cash increased to $54,379,773 from $28,178,352 at the beginning of the year.

The increase in

cash was primarily due to the sale or exit of investments, including short-term U.S.

Treasury bills and other investment income

received, offset by the purchase of new investments, repurchase of our common stock pursuant to a modified “Dutch

Auction” tender offer (the “Modified Dutch Auction Tender Offer”), payment of our operating expenses, and payment

of interest on the 6.00% Notes due 2026.

For additional information relating to the Modified Dutch Auction Tender Offer,

see “Modified Dutch Auction Tender Offer” below and “Note 5 - Common Stock” to our condensed consolidated

financial statements as of June 30, 2024.

we believe we have ample liquidity to support our near-term capital requirements.

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the current circumstances.

summary of our significant contractual payment obligations as of March 31, 2024 is as follows:

summary of our significant contractual payment obligations as of June 30, 2024 is as follows:

Payments Due By Period (in millions)

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Operating lease liability

the principal balance payable to investors for the 6.00% Notes due 2026 as of March 31, 2024.

Refer to “Note 10—Debt

Capital Activities” in our Condensed Consolidated Financial Statements as of March 31, 2024 for more

the principal balance payable to investors for the 6.00% Notes due 2026 as of June 30, 2024.

Refer to “Note 10—Debt Capital Activities” in our Condensed Consolidated

Financial Statements as of June 30, 2024 for more information.

Repurchase Program

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”).

During the three months

ended March 31, 2023, we did not repurchase any shares of our common stock under the Share Repurchase Program.

As of March 31, 2024, the dollar

value of shares that remained available to be purchased under the Share Repurchase Program was approximately $20.7 million.

Currently, the Share Repurchase Program is authorized until the earlier of (i) October 31, 2024 or (ii) the repurchase of $60.0 million in

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

prohibitions under our insider trading policies and procedures and the applicable provisions of the 1940 Act and the Securities

Exchange Act of 1934, as amended (the “Exchange Act”) and the rules promulgated thereunder.

For more information on the

Share Repurchase Program, see “Note 5—Common Stock” to our Condensed Consolidated

Financial Statements as of March 31, 2024.

the three and six months ended June 30, 2024, we did not repurchase any shares of our common stock under the discretionary open-market

share repurchase program (the “Share Repurchase Program”).

During the three and six months ended June 30, 2023, we did not

repurchase any shares of our common stock under the Share Repurchase Program.

As of June 30, 2024, the dollar value of shares that remained

available to be purchased under the Share Repurchase Program was approximately $20.7 million.

Currently, the Share Repurchase Program

is authorized until the earlier of (i) October 31, 2024 or (ii) the repurchase of $60.0 million in 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 prohibitions

under our insider trading policies and procedures and the applicable provisions of the 1940 Act and the Securities Exchange Act of 1934,

as amended (the “Exchange Act”) and the rules promulgated thereunder.

For more information on the Share Repurchase Program,

see “Note 5—Common Stock” to our Condensed Consolidated Financial Statements as of June 30, 2024.

Dutch Auction Tender Offer

February 20, 2024, we commenced the Modified Dutch Auction Tender

Offer to purchase up to 2,000,000 shares of our common stock from our stockholders, which expired on April 1, 2024.

In accordance

with the terms of the Modified Dutch Auction Tender Offer, we selected the lowest price per share of not less than $4.00 per

share and not greater than $5.00 per share.

to the Modified Dutch Auction Tender Offer, we repurchased 2,000,000 shares, representing 7.9% of our then-outstanding shares,

on or about April 5, 2024 at a price of $4.70 per share.

We used available cash to fund the purchase of our shares of common

stock in the Modified Dutch Auction Tender Offer and to pay for all related fees and expenses.

Sheet Arrangements

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

of June 30, 2024 and December 31, 2023, we had no off-balance sheet arrangements, including any risk management of commodity pricing

or other hedging practices.

However, we may employ hedging and other risk management techniques in the future.

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and strategy and for general corporate purposes.

the three months ended March 31, 2024, we did not issue or sell Shares under the ATM program.

As of March 31, 2024, up to approximately $98.8

the three and six months ended June 30, 2024, we did not issue or sell Shares under the ATM program.

As of June 30, 2024, up to approximately

$98.8 million in aggregate amount of the Shares remain available for sale under the ATM Program.

the three months ended March 31, 2023, we did not issue or sell Shares under the ATM program.

31, 2023, up to approximately $98.8 million in aggregate amount of the Shares remain available for sale under the ATM Program.

to “Note 5—Common Stock” to our Condensed Consolidated Financial Statements as of March 31, 2024 for more

information regarding the ATM Program.

During the three and six months ended

June 30, 2023, we did not issue or sell Shares under the ATM program.

to “Note 5—Common Stock” to our Condensed Consolidated Financial Statements as of June 30, 2024 for more information

regarding the ATM Program.

Notes due 2026

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a redemption price of 100% of the aggregate principal amount thereof plus accrued and unpaid interest.

to “Note 10—Debt Capital Activities” to our Condensed Consolidated Financial Statements as of March 31, 2024 for more

to “Note 10—Debt Capital Activities” to our Condensed Consolidated Financial Statements as of June 30, 2024 for more

information regarding the 6.00% Notes due 2026.

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available for distribution.

The following table lists the distributions, including dividends and returns

of capital, if any, per share that we have declared since our formation through March 31, 2024.

The following table lists the distributions, including dividends and returns of capital, if any, per share

that we have declared since our formation through June 30, 2024.

The table is divided by fiscal year according to record date:

20, 2021 (14)

Date Declared

Amount per Share

November 4, 2015 (1)

November 16, 2015

December 31, 2015

August 3, 2016 (2)

August 16, 2016

August 24, 2016

November 5, 2019 (3)

December 2, 2019

December 12, 2019

December 20, 2019 (4)

December 31, 2019

January 15, 2020

July 29, 2020 (5)

August 11, 2020

August 25, 2020

September 28, 2020 (6)

October 5, 2020

October 20, 2020

October 28, 2020 (7)

November 10, 2020

November 30, 2020

December 16, 2020 (8)

December 30, 2020

January 15, 2021

January 26, 2021 (9)

February 5, 2021

February 19, 2021

March 8, 2021 (10)

March 30, 2021

April 15, 2021

May 4, 2021 (11)

June 30, 2021

August 3, 2021 (12)

August 18, 2021

September 30, 2021

November 2, 2021 (13)

November 17, 2021

December 30, 2021

December 20, 2021 (14)

December 31, 2021

January 14, 2022

March 8, 2022 (15)

March 25, 2022

April 15, 2022

distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed

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of the $2,107,709 distribution paid on January 15, 2020 represented a distribution from realized gains.

None of the distribution represented

a return of capital.

None of the distribution

represented a return of capital.

of the $2,516,452 distribution paid on August 25, 2020 represented a distribution from realized gains.

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long as we qualify and maintain our tax treatment as a RIC, we generally will not be subject to U.S.

federal and state income taxes

on any ordinary income or capital gains that we distribute at least annually to our stockholders as dividends.

Rather, any tax

liability related to income earned by the RIC will represent obligations of our investors and will not be reflected in our condensed

consolidated financial statements.

federal and state income taxes on

any ordinary income or capital gains that we distribute at least annually to our stockholders as dividends.

Rather, any tax liability

related to income earned by the RIC will represent obligations of our investors and will not be reflected in our condensed consolidated

financial statements.

See “Note 2—Significant Accounting Policies— U.S.

Federal and State Income

Taxes ” and “Note 9—Income Taxes” to our Condensed Consolidated Financial Statements as of March 31, 2024

for more information.

The Taxable Subsidiaries included in our Condensed Consolidated Financial Statements are taxable subsidiaries,

regardless of whether we are taxed as a RIC.

These taxable subsidiaries are not consolidated for income tax purposes and may

generate income tax expenses as a result of their ownership of the portfolio companies.

Such income tax expenses and deferred taxes,

if any, will be reflected in our condensed consolidated financial statements.

Federal and State Income Taxes ”

and “Note 9—Income Taxes” to our Condensed Consolidated Financial Statements as of June 30, 2024 for more information.

The Taxable Subsidiaries included in our Condensed Consolidated Financial Statements are taxable subsidiaries, regardless of whether

we are taxed as a RIC.

These taxable subsidiaries are not consolidated for income tax purposes and may generate income tax expenses as

a result of their ownership of the portfolio companies.

Such income tax expenses and deferred taxes, if any, will be reflected in our

condensed consolidated financial statements.

Accounting Estimates and Policies

accounting policies and practices are the policies that are both most important to the portrayal of our financial condition and

results, and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make

estimates about the effects of matters that are inherently uncertain.

These include estimates of the fair value of our Level 3

investments and other estimates that affect the reported amounts of assets and liabilities as of the date of the condensed

consolidated financial statements and the reported amounts of certain revenues and expenses during the reporting period.

likely that changes in these estimates will occur in the near term.

Our estimates are inherently subjective in nature and actual

results could differ materially from such estimates.

See “Note 2—Significant Accounting Policies” to our Condensed

Consolidated Financial Statements as of March 31, 2024 for further detail regarding our critical accounting policies and recently

issued or adopted accounting pronouncements.

accounting policies and practices are the policies that are both most important to the portrayal of our financial condition and results,

and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about

the effects of matters that are inherently uncertain.

These include estimates of the fair value of our Level 3 investments and other

estimates that affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements

and the reported amounts of certain revenues and expenses during the reporting period.

It is likely that changes in these estimates will

occur in the near term.

Our estimates are inherently subjective in nature and actual results could differ materially from such estimates.

See “Note 2—Significant Accounting Policies” to our Condensed Consolidated Financial Statements as of June 30, 2024

for further detail regarding our critical accounting policies and recently issued or adopted accounting pronouncements.

Related-Party

“Note 3—Related-Party Arrangements” to our Condensed Consolidated Financial Statements as of March 31, 2024 for more

“Note 3—Related-Party Arrangements” to our Condensed Consolidated Financial Statements as of June 30, 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.

What changed 10-Q

Item 2. Management’s Discussion and Analysis